<PAGE>
                                                                  Exhibit 10.119

                                                                EXECUTION COPY





         AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT

                                    among

                         CORNERSTONE PROPERTIES INC.,
                             a Nevada corporation

                                     and

                 CORNERSTONE PROPERTIES LIMITED PARTNERSHIP,
                       a Delaware limited partnership,

                                as Borrowers,

                      THE SUBSIDIARIES OF THE BORROWERS
                              SIGNATORY HERETO,

                                as Guarantors,

                        THE LENDERS SIGNATORY HERETO,

                                 as Lenders,

                            BANKERS TRUST COMPANY,

                   as Administrative Agent for the Lenders

                                     and

                           THE CHASE MANHATTAN BANK

                     as Syndication Agent for the Lenders



                         ----------------------------
                         dated as of January 20, 1998
                         ----------------------------
<PAGE>

                              TABLE OF CONTENTS
                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS .................................
   1.1.   Defined Terms
   1.2.   Other Definitional Provisions
   1.3.   Accounting Terms and Determinations

ARTICLE II AMOUNT AND TERMS OF LOANS .........................................
   2.1.   Commitments and Loans
   2.2.   Notes
   2.3.   Interest
   2.4.   Borrowing and Conversion Procedures
   2.5.   Special Provisions Governing Eurodollar Rate Loans
   2.6.   Letters of Credit
   2.7.   Prepayments; Reduction of Aggregate Commitment
   2.8.   Interest on Delinquent Payments
   2.9.   Additional Costs
   2.10.  Use of Proceeds
   2.11.  Payment on Non-Business Days
   2.12.  Funding Losses
   2.13.  Change in Legality

ARTICLE III FEES AND PAYMENTS ................................................
   3.1.   Fees
   3.2.   Payments
   3.3.   Taxes

ARTICLE IV GUARANTY ..........................................................
   4.1.   Guaranty of Payment
   4.2.   Obligations Unconditional
   4.3.   Modifications
   4.4.   Waiver of Rights
   4.5.   Reinstatement
   4.6.   Remedies
   4.7.   Limitation of Guaranty

ARTICLE V REPRESENTATIONS AND WARRANTIES .....................................
   5.1.   Organization and Good Standing
   5.2.   Due Authorization
   5.3.   No Conflicts
   5.4.   Consents
   5.5.   Enforceable Obligations
   5.6.   No Default
   5.7.   Ownership
   5.9.   Indebtedness
   5.9.   Litigation
   5.10.  Taxes
   5.11.  Compliance with Law
   5.12.  Subsidiaries
   5.13.  Use of Proceeds; Margin Stock
   5.14.  Government Regulation
   5.15.  Hazardous Materials; Asbestos
   5.19.  Federal Tax Matters

ARTICLE VI CONDITIONS PRECEDENT ..............................................
   6.1.   Conditions to Making of Loans
<PAGE>

                                      -ii-


ARTICLE VII AFFIRMATIVE COVENANTS ............................................
   7.1.   Financial Statements and Other Information
   7.2.   Notice of Certain Events
   7.3.   Maintain Existence
   7.4    Qualified Income Covenant; Borrower Common Stock.
   7.5.   Taxes and Claims
   7.6.   Insurance
   7.7.   Books and Records; Fiscal Year
   7.8.   Maintain Properties and Rights
   7.9.   Inspection by Administrative Agent and Lenders; Appraisals
   7.10.  Pay Indebtedness and Perform Obligations
   7.11.  Compliance With Laws
   7.12.  Environmental Compliance
   7.13.  Further Assurances
   7.14.  Impositions and Discharge of Liens
   7.15.  Leases and Rents
   7.17.  Development of Projects

ARTICLE VIII NEGATIVE COVENANTS ..............................................
   8.1.   Liens
   8.2.   Limitation on Investments
   8.3.   Restricted Payments
   8.4    Working Capital
   8.5.   Equity Value
   8.6.   Consolidated Total Liabilities
   8.7.   Interest Coverage Ratio
   8.10.  Unleveraged Properties
   8.11.  Indebtedness
   8.13.  Certain Capital Transactions and Fundamental Changes
   8.14.  Certain Amendments
   8.15.  Transactions with Affiliates
   8.16.  Management Agreements
   8.17.  Inconsistent Agreements
   8.18.  Maintenance of Corporate Existence
   8.19.  Property Mix

ARTICLE IX DEFAULTS AND REMEDIES .............................................
   9.1.   Events of Default
   9.2.   Suits for Enforcement
   9.3.   Rights and Remedies Cumulative
   9.4.   Rights and Remedies Not Waived
   9.5.   Waiver of Stay
   9.6.   Additional Advances and Disbursements

ARTICLE X MISCELLANEOUS ......................................................
   10.1.  Administration and Collection Costs
   10.2.  Modification and Waiver
   10.3.  GOVERNING LAW
   10.4.  Notices
   10.5.  Accounting Terms
   10.6.  Indemnity
   10.7.  WAIVER OF JURY TRIAL AND SETOFF
   10.8.  Captions
   10.9.  Lien; Setoff by Lenders
   10.10. Jurisdiction; Service of Process
   10.11. Benefit of Agreement
<PAGE>

                                      -iii-


   10.12.  Counterparts
   10.13.  Interest
   10.14.  Attorneys' Fees
   10.15.  Severability
   10.16.  Confidentiality
   10.17.  Loss, Theft, Etc. of Notes
   10.18.  Replacement of Lender
   10.20.  Entire Agreement

ARTICLE XI AGENCY ............................................................
   11.1.   Appointment and Actions
   11.2.   Independent Credit Decisions
   11.3.   Indemnification of Administrative Agent
   11.4.   Resignation and Succession

ARTICLE XII SALES AND TRANSFERS ..............................................
   12.1.   Sales and Transfers


                  EXHIBITS, SCHEDULES AND DISCLOSURE SCHEDULES

EXHIBIT         DESCRIPTION
================================================================================

A            Lenders and Commitment Amounts
B            Form of Note
C            Form of Loan Request
D            Fan of Continuation Request
B            Form of Assignment and Acceptance
F            Fan of Rent Roll
G            Form of Letter of Credit Request
H            Form of Compliance Certificate

SCHEDULES       DESCRIPTION

1.1(a)       Lists of Authorized Officers
1.1(b)       Existing Properties

DISCLOSURE
SCHEDULES       DESCRIPTION

5.7          Preexisting Liens
5.8          Preexisting Indebtedness
5.12         Subsidiaries
5.20         Certain ERISA matters
5.21         Certain environmental matters
7.17         Certain non--guarantor Subsidiaries
<PAGE>

            This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of January
20, 1998, is by and among: (i) CORNERSTONE PROPERTIES INC., a corporation duly
organized and validly existing under the laws of Nevada ("Cornerstone"); (ii)
CORNERSTONE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
("Cornerstone LP,") together with Cornerstone, the "Borrowers," and each a
"Borrower"); (iii) each of the direct and indirect Subsidiaries of the Borrowers
that is a signatory hereto identified under the caption "GUARANTORS" on the
signature pages hereto (collectively, the "Guarantors," and each a "Guarantor");
(iv) each of the financial institutions that is a signatory hereto identified
under the caption "LENDERS" on the signature pages hereto or that, pursuant to
Section 12.1 hereof, shall become a "Lender" hereunder (individually, a "Lender"
and, collectively, the "Lenders"); (v) BANKERS TRUST COMPANY, as Administrative
Agent for the Lenders hereunder (in such capacity, the "Administrative Agent");
and (vi) THE CHASE MANHATTAN BANK, as Syndication Agent for the Lenders
hereunder (in such capacity, the "Syndication Agent," and together with the
Administrative Agent, the "Agents").

            WHEREAS, pursuant to that certain Revolving Credit and Guaranty
Agreement, dated as of October 27, 1997, among Cornerstone, the guarantors
signatory thereto (the "Existing Guarantors"), the lenders signatory thereto
(the "Existing Lenders"), Bankers Trust Company, as Administrative Agent, and
The Chase Manhattan Bank, as Syndication Agent (the "Existing Credit
Agreement"), the Existing Lenders have agreed to make revolving loans to
Cornerstone in an aggregate principal amount not to exceed $350,000,000; and

            WHEREAS, the parties hereto wish to amend and restate the Existing
Credit Agreement to, inter alia, add Cornerstone LP as a Borrower under this
Agreement, substitute the Guarantors for the Existing Guarantors as guarantors
under this Agreement, and substitute the Lenders for the Existing Lenders as
Lenders under this Agreement.

            NOW, THEREFORE, the parties hereto hereby agree that, effective as
of the date hereof, the Existing Credit Agreement shall be and hereby is amended
in its entirety as follows:

                                  ARTICLE I
                      DEFINITIONS AND ACCOUNTING MATTERS


            SECTION 1.1.  Defined Terms.

      As used in this Agreement, the terms defined in the declaration and
recitals hereto shall have the respective meanings ascribed thereto in said
declaration and recitals, and the following terms shall have the following
respective meanings:

      "ABR Loan" shall mean a loan which shall bear interest at the Alternate
Base Rate.

      "Adjusted EBITDA" shall mean, for the Loan Parties and their Subsidiaries
for any period, (i) EBITDA plus/minus (ii) the Operating Income Adjustment.
<PAGE>

      "Adjusted Eurodollar Rate" shall mean, for any Interest Rate Determination
Date with respect to a Loan, the rate per annum obtained by dividing (i) the
arithmetic average (rounded upward to the nearest 1/16 of one percent) of the
offered quotation, if any, to first class banks in the London interbank market
by each of the Reference Lenders for U.S. dollar deposits of amounts in same day
funds comparable to the principal amount of the Loan of that Reference Lender
for which the Adjusted Eurodollar Rate is then being determined with maturities
comparable to the Interest Period for which such Adjusted Eurodollar Rate shall
apply as of 10:00 A.M. (New York time) on such Interest Rate Determination Date
by (ii) a percentage equal to 100% minus the Eurodollar Reserve Percentage;
provided, however, that if any Reference Lender fails to provide the
Administrative Agent with its afore-mentioned quotation then the Adjusted
Eurodollar Rate shall be determined based on the quotation(s) provided to the
Administrative Agent by the other Reference Lenders.

      "Affiliate" shall mean any Person that, directly or indirectly, controls
or is controlled by or is under common control with any other Person. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlled by" and "under common control with"), as used with respect
to any Person, shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Interests, by contract or otherwise.
Notwithstanding the foregoing, (i) no individual shall be an Affiliate of a
Borrower solely by reason of his or her being a director, officer or employee of
the Loan Parties or any of their Subsidiaries and (ii) none of the Subsidiaries
of either Borrower shall be Affiliates of either Borrower.

      "Aggregate Commitment" shall mean (i) $350,000,000 minus (ii) the
aggregate amount of all optional reductions by the Loan Parties under Section
2.7(c) in permanent reduction of the Aggregate Commitment.

      "Agreement" shall mean this Credit Agreement, as the same may be amended
and supplemented from time to time.

      "Alternate Base Rate" shall mean, as of any date of determination, the
annual rate of interest announced by Bankers Trust Company from time to time as
its "prime rate" in effect at its principal office in New York, New York at 5:00
p.m., New York City time (the "Prime Rate"), for such date. Such rate of
interest shall be computed on the basis of a 365-day or 366-day year, as the
case may be, for the actual number of days elapsed and shall change when and as
the Prime Rate is changed, and any such change in the Alternate Base Rate shall
become effective at the opening of business on the day on which such change is
adopted.

      "Applicable Lending Office" shall mean, for each Lender, the office of
such Lender (or of an Affiliate of such Lender) to which notices are to be sent
unless a different "Lending Office" is


                                       -2-
<PAGE>

designated on Exhibit A hereto or such other office of such Lender (or of an
affiliate of such Lender) as such Lender from time to time by written notice may
specify to the Administrative Agent and the Loan Parties as the office by which
its Loans are to be made and maintained.

      "Applicable Margin" shall mean:

(i) for any date of calculation during any period during which Cornerstone has
not received a Minimum Long Term Debt Rating or during which such rating has
been withdrawn by the applicable rating agency, the number of basis points
("bps") per annum opposite the Loan Parties' Leverage Ratio (calculated as of
the end of the immediately preceding fiscal quarter) set forth in the grid below
under the caption "Applicable Eurodollar Margin" or "Applicable Unused Line Fee
Margin," as the case may be:

                      Applicable              Applicable
Leverage Ratio     Eurodollar Margin  Unused Line Fee Margin
--------------     -----------------  ----------------------

      < .3               110 bps                15 bps
      -

> .3 but < .45           125 bps                15 bps
         -

      > .45              140 bps                20 bps;

and

(ii) for any date of calculation during any period after which Cornerstone has
received a Minimum Long Term Debt Rating and during which the Borrower maintains
such rating, the number of basis points ("bps") per annum opposite Cornerstone's
Minimum Long Term Debt Rating set forth in the grid below under the caption
"Applicable Eurodollar Margin" or "Applicable Unused Line Fee Margin," as the
case may be; provided, however, if Cornerstone has received a Minimum Long Term
Debt Rating from both S&P and Moody's and has been split-rated, the number of
basis points per annum opposite the higher of the two ratings will be used,
unless the discrepancy is more than one level, in which case the number of basis
points per annum opposite the rating corresponding to the average of the two
ratings will be used; provided, further, that if a Minimum Long Term Debt Rating
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:

Minimum Long Term         Applicable               Applicable
Debt Rating         Eurodollar Margin Unused Line Fee Margin

  > A-/A3                 75 bps                12.5 bps
  -

 > BBB+/Baa1              90 bps                12.5 bps
 -
 but < A-/A3



                                       -3-
<PAGE>

 > BBB/Baa2         100 bps               15.0 bps
 -
 but < BBB+/Baa1

 > BBB-/Baa3              110 bps               15.0 bps
 -
 but < BBB/Baa2

      "Appraisal" shall mean a written appraisal of property requested by the
Administrative Agent pursuant to Section 7.9(b) (i) in form, content and
methodology satisfactory to the Administrative Agent and in compliance with all
applicable legal and regulatory requirements, and (ii) prepared by an
independent appraiser selected by the Administrative Agent who meets all
regulatory requirements applicable to the Administrative Agent and the Lenders
and, in the case of an Appraisal of a Property, has at least 10 years experience
with real estate of the same type and in the same geographic area as the
Property to be appraised.

      "Assignee" or "Assignees" shall have the meaning set forth in Section 12.1
hereof.

      "Assignment" or "Assignments" shall have the meaning set forth in Section
12.1 hereof.

      "Authorized Officers" shall mean, with respect to any Loan Party, one or
more of the individuals named on Schedule 1.1(a) hereto under the name of such
Loan Party and any other individual hereafter designated as such from time to
time by such Loan Party in a writing delivered to the Administrative Agent. Each
Authorized Officer is deemed to be a Person who is charged with the
administration of the transactions contemplated by this Agreement and the other
Facility Documents and to be authorized to act on behalf of the applicable Loan
Party hereunder and under the other Facility Documents.

      "Bankruptcy Code" shall mean the Federal Bankruptcy Code of 1978, as
amended from time to time.

      "Board" shall mean the Board of Governors of the Federal Reserve System,
or any Person that hereafter shall succeed to its duties with respect to the
regulation of margin credits or the establishment of reserve requirements for
commercial banks.

      "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which commercial banks in New York, New York, are authorized or required
to close.

      "Capital Expenditures" means, for any Person for any period, the aggregate
(without duplication) of all expenditures (whether payable in cash or other
property or accrued as a liability (but without duplication) during such period
that, in conformity with GAAP, are required to be included in or reflected by
the Borrowers' or any of their respective Subsidiaries' fixed asset accounts as
reflected in any of their respective balance sheets; provided, however, Capital
Expenditures shall include the sum of all


                                       -4-
<PAGE>

expenditures by the Borrowers and their Subsidiaries (including the portion of
expenditures allocable to its Subsidiaries holding interests in joint ventures
in respect of such interests) for tenant improvements, leasing commissions, and
Property level capital expenditures (e.g. roof replacement, parking lot repairs,
etc., but not capital expenditures in connection with expansions or revenue
enhancement capital expenditures).

      "Capital Expenditure Deduction" means, as of any date of determination,
the greater of (i) an amount per annum equal to $1.25 multiplied by the number
of rentable square feet of the Properties; and (ii) the sum of (a) an amount
equal to $0.05 multiplied by the number of rentable square feet of the
Properties, and (b) the product of (x) the average expenditure per rentable
square foot for space leased at the Properties over the immediately preceding
four fiscal years of Cornerstone for tenant improvements and leasing commissions
and (y) the aggregate number of rentable square feet of the Properties scheduled
to become vacant over the next succeeding four fiscal quarters of the Borrowers
as a result of expiration or termination of leases.

      "Capital Interest" shall mean, with respect to (i) any corporation, common
stock, preferred stock, and any and all shares or other equivalents (however
designated) of any other corporate stock, of such corporation and (ii) any
partnership, partnership interests (whether general, special or limited) in such
partnership.

      "Capital Lease Obligations" shall mean, for any Person, all obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

      "Code" shall mean the Internal Revenue Code of 1986, and all rules and
regulations promulgated pursuant thereto, as the same may be amended or
supplemented from time to time.

      "Combined Adjusted NOI" shall mean, with respect to the applicable time
period, as to any Properties, a dollar amount equal to the sum of (i) NOI
plus/minus (ii) the Operating Income Adjustment for such Properties.

      "Commitment" shall mean, with respect to any Lender, the amount designated
for such Lender on Exhibit A hereto.

      "Consolidated Fixed Charges" shall mean, as at any date of determination
for any period, the sum of each of the following, without duplication, for the
Loan Parties and their Subsidiaries, on a consolidated basis: (i) Interest
Expense for such period, (ii) scheduled principal amortization (excluding
balloon principal payments due at maturity) arising during such period on
Indebtedness, and (iii) all dividends authorized or paid during such


                                       -5-
<PAGE>

period on any issue of Cornerstone Preferred Stock (annualized in the case of
the 7% cumulative convertible preferred stock of Cornerstone, no par value,
issued and outstanding on the Initial Funding Date and any other Cornerstone
Preferred Stock providing for the payment of dividends less frequently than
quarterly).

      "Consolidated Total Liabilities" shall mean, as at any date of
determination, the sum of each of the following, without duplication, for the
Loan Parties and their Subsidiaries, on a consolidated basis: (i) all
indebtedness for borrowed money, (ii) any obligation owed for all or any part of
the deferred purchase price of assets or services which would be shown to be a
liability (or on the liability side of the balance sheet) in accordance with
GAAP, (iii) all Contingent Obligations, (iv) the maximum amount of all letters
of credit issued or acceptance facilities established for the account of the
Loan Parties or any of their Subsidiaries, and, without duplication, all drafts
drawn thereunder (other than letters of credit (A) supporting other indebtedness
of the Loan Parties or any such Subsidiary or any Affiliate of a Borrower, or
(B) offset by a like amount of cash or cash equivalents held in escrow to secure
such letters of credit and draws thereunder), (v) all Capital Lease Obligations,
(vi) all indebtedness (A) of another Person secured by any Lien on any property
or asset owned or held by the Loan Parties or any of their Subsidiaries
regardless of whether the indebtedness secured thereby shall have been assumed
by the Loan Parties or such Subsidiary or is nonrecourse to the credit of the
Loan Parties or such Subsidiary, and (B) of any consolidated Affiliate of a
Borrower whether or not such indebtedness has been assumed by such Borrower,
(vii) indebtedness created or arising under any conditional sale or title
retention agreement with respect to any property acquired by the Loan Parties or
any of their Subsidiaries, and (viii) withdrawal liability or insufficiency
under ERISA or under any qualified plan or related trust; but including within
the foregoing, trade payables and accrued expenses arising or incurred in the
ordinary course of business.

      "Contingent Obligation" shall mean, for any Person, any material
commitment, undertaking, guaranty or other material obligation constituting a
contingent liability under GAAP, and shall include obligations under interest
rate swap agreements and currency agreements.

      "Continuation Request" shall mean a request for the continuation of
Eurodollar Rate Loans for one or more Interest Periods, in substantially the
form of Exhibit D hereto, executed by an Authorized Officer on behalf of the
Borrower.

      "Cornerstone Common Stock" shall mean the common stock of Cornerstone, par
value $.01 per share.

      "Cornerstone Preferred Stock" shall mean, collectively, (i) the 7%
cumulative convertible preferred stock of Cornerstone, no par value, and (ii)
the shares of any other series or class of preferred stock issued by Cornerstone
from and after the Initial Funding Date.



                                       -6-
<PAGE>

      "Cornerstone Proxy Statement" shall mean the Proxy Statement of
Cornerstone, dated September 23, 1997, in connection with the Notice of Special
Meeting of Stockholders to Cornerstone, dated September 23, 1997.

      "Current Assets" shall mean, for any Person as at any date of
determination, total assets of such Person which may be properly classified as
current assets in conformity with GAAP.

      "Current Liabilities" shall mean, for any Person as at any date of
determination, total liabilities of such Person which may be properly classified
as current liabilities in conformity with GAAP.

      "Default" shall mean any of the events specified in Section 9.1 hereof,
whether or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

      "Default Rate" shall mean (i) for each ABR Loan, an annual rate equal to
the sum of (A) 4.0% plus (B) the Alternate Base Rate, and (ii) for each
Eurodollar Rate Loan, (x) during the period to and including the last day of the
Interest Period for such Loan, the sum of (A) 4.0% plus (B) the Adjusted
Eurodollar Rate plus (C) the Applicable Margin, and (y) commencing the first day
after the end of such Interest Period for such Loan, the sum of (A) 4.0% plus
(B) the Alternate Base Rate.

      "DIHC" shall mean Dutch Institutional Holding Company, Inc., a Delaware
corporation.

      "DIHC Purchase Money Notes" shall mean the promissory notes issued under
that certain Note and Collateral Agency Agreement, dated as of November 1, 1997,
among Cornerstone, certain of its Subsidiaries party thereto, the lenders party
thereto, and PGGM, as Administrative Agent, as the same may be amended or
modified from time to time.

      "Dividends" shall have the meaning ascribed to such term in the definition
of "Restricted Payments" herein.

      "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

      "EBITDA" shall mean, for any Person for any period, the sum of the amounts
of such Person for such period of (i) Net Income, (ii) Interest Expense, (iii)
provisions for taxes based on income, (iv) total depreciation expense, (v) total
amortization expense, (vi) any extraordinary losses, and (vii) minority
interests in Unconsolidated Affiliates, less (viii) any extraordinary gains, all
of the foregoing as determined on a consolidated basis for the Borrower and its
Subsidiaries in conformity with GAAP, (ix) the applicable share of Net Income of
such Person's Unconsolidated Affiliates, and (x) such Person's Ratable Share of
EBITDA of such Person's Unconsolidated Affiliates.


                                       -7-
<PAGE>

      "Effective Date" shall mean the date on which fully executed counterparts
of this Agreement shall have been unconditionally delivered to and received by
the Administrative Agent.

      "Effective Date Equity Value" shall mean $957,000,000.

      "Eligible Assignee" shall mean (i)(a) a commercial bank organized or
licensed to conduct a banking business under the laws of the United States of
America or any state thereof; (b) a savings and loan association or savings bank
organized under the laws of the United States of America or any state thereof;
(c) a commercial bank organized under the laws of any other country or any
political subdivision thereof, provided, however, that (x) such bank is
organized under the laws of a country that is a member of the Organization for
Economic Cooperation and Development (the "OECD") or a political subdivision of
such a country, and (y) such bank is acting through a branch or agency located
in the country in which it is organized or another country which is also a
member of the OECD or the Cayman Islands; and (d) any other entity (other than
an individual, a bank or a savings and loan association) which is an "accredited
investor" as defined in clause (1), (2), (3), or (7) of Section 230.501 of
Regulation D under the Securities Act and which extends credit or buys loans as
one of its principal businesses including, but not limited to, insurance
companies, investment banks, mutual funds, and lease financing companies, in
each case (under clauses (a) through (d) above) that is acceptable to the
Administrative Agent (which acceptance shall not be unreasonably withheld,
conditioned or delayed); and (ii) any Lender and any Affiliate of a Lender;
provided, further, that each Eligible Assignee under clauses (i)(a) through
(i)(c) above (x) shall have Tier 1 capital (as defined in the regulations of its
primary Federal banking regulator) of not less than $100,000,000, and (y) shall
have total assets in excess of $5,000,000,000.

      "Eligible Joint Venture" means a joint venture or partnership in which (i)
Cornerstone LP and its Subsidiaries collectively have an ownership interest of
fifty percent (50%) or greater, (ii) the Borrowers, directly or through their
Subsidiaries, unilaterally control the management of such joint venture or
partnership, whether as the general partner or managing member of such joint
venture or partnership, or otherwise, (iii) the Borrowers, directly or through
their Subsidiaries, as general partner, managing member, or otherwise, has the
unilateral ability in its sole discretion to grant Liens on the assets of such
joint venture or partnership, and (iv) there are no restrictions on the ability
of such joint venture or partnership to declare distributions or dividends, as
the case may be. As used in this definition, the term "control" shall mean the
authority to unilaterally make major management decisions of day to day
operations of such joint venture or partnership.

      "Employee Benefit Plan" shall mean any "employee benefit plan" as defined
in Section 3(3) of ERISA which is, or was at any time, maintained or contributed
to by a Borrower or any of its ERISA Affiliates.


                                       -8-
<PAGE>

      "Equity Proceeds" shall mean the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith
(including, without limitation, legal fees, brokerage commissions, and taxes
payable as a result of or in connection with such transaction)) from the
issuance of any equity securities of the Borrower or any of its Subsidiaries,
including (a) additional issuances of Cornerstone Common Stock, and (b) the
issuance of any interests or units in Cornerstone LP.

      "Equity Value" shall mean, as of any date of determination, Total Property
Asset Value minus Consolidated Total Liabilities.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and all rules and regulations promulgated thereunder.

      "ERISA Affiliate" shall mean each trade or business (whether or not
incorporated) which, together with a Borrower or Borrowers, is treated as a
single employer under Sections 414(b), (c), (m) or (o) of the Code.

      "ERISA Event" shall mean (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation), (ii) the failure to meet the minimum
funding standard of Section 412 of the Code with respect to any Pension Plan
(whether or not waived in accordance with Section 412(d) of the Code) or the
failure to make by its due date a required installment under Section 412(m) of
the Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan, (iii) the provision by the administrator
of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of
intent to terminate such plan in a distress termination described in Section
4041(c) of ERISA, (iv) the withdrawal by a Borrower or any of its ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA, (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan, (vi) the imposition of liability
on a Borrower or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069
of ERISA or by reason of the application of Section 4212(c) of ERISA, (vii) the
withdrawal by a Borrower or any of its ERISA Affiliates in a complete or partial
withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any
Multiemployer Plan if there is any potential liability therefor, or the receipt
by a Borrower or any of its ERISA Affiliates of notice from any Multiemployer
Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245
of ERISA, or that it intends to terminate or has terminated under Section 4041A
or 4042 of ERISA, (viii) the occurrence of an act or omission which could give
rise to the imposition on a Borrower or any of its ERISA Affiliates of fines,
penalties, taxes


                                       -9-
<PAGE>

or related charges under Chapter 43 of the Code or under Section 409 or 502(c),
(i) or (l) or 4071 of ERISA in respect of any Employee Benefit Plan, (ix) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against a Borrower or any of its ERISA Affiliates in connection with any such
Employee Benefit Plan, (x) receipt from the Internal Revenue Service of notice
of the failure of any Pension Plan (or any other Employee Benefit Plan intended
to be qualified under Section 401(a) of the Code) to qualify under Section
401(a) of the Code, or the failure of any trust forming part of any Pension Plan
to qualify for exemption from taxation under Section 501(a) of the Code, or (xi)
the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or
pursuant to ERISA with respect to any Pension Plan.

      "Eurodollar Business Day" shall mean a Business Day on which dealings in
Dollar deposits are carried out in the London interbank market.

      "Eurodollar Rate Loan" shall mean any Loan other than an ABR Loan.

      "Eurodollar Reserve Percentage" shall mean, for any Interest Period for
which Loans are outstanding, the average maximum rate at which reserves
(including, without limitation, any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D by member banks of the Federal Reserve System in New York City with
deposits exceeding one billion Dollars against "Eurocurrency liabilities" (as
such term is used in Regulation D). Without limiting the effect of the
foregoing, the Eurodollar Reserve Percentage shall include any other reserves
required to be maintained by such member banks by reason of any Regulatory
Change with respect to (i) any category of liabilities, including deposits by
reference to which the Adjusted Eurodollar Rate is to be determined as provided
in the definition of "Adjusted Eurodollar Rate" in this Section 1.1, or (ii) any
category of extensions of credit or other assets, including Loans.

      "Event of Default" shall mean any of the events or conditions specified as
such in Section 9.1 hereof.

      "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

      "Existing Lenders" shall mean the banks and other financial institutions
signatory to the Existing Agreement as "Lenders."

      "Existing Properties" shall mean, collectively, the real properties listed
on Schedule 1.1(b) hereto.

      "Facility" shall mean the undertaking and agreement of the Lenders to make
Loans to the Loan Parties in an amount equal to the Aggregate Commitment upon
the terms and conditions set forth herein.


                                      -10-
<PAGE>

      "Facility Availability" shall mean, as of any date of determination, an
amount equal to (i) the Aggregate Commitment, minus (ii) the aggregate
outstanding principal amount of the Loans, minus (iii) Letter of Credit
Obligations.

      "Facility Documents" shall mean and include the following: (i) this
Agreement, (ii) the executed Notes, (iii) such additional documents,
instruments, agreements and certificates as may be required by the terms of any
other Facility Document, as the Administrative Agent may require or as any
Lender may reasonably require, (iv) all other documents, instruments and
agreements hereafter entered into by any Loan Party or Parties with the
Administrative Agent or the Administrative Agent and the Lenders which, by its
terms, states that it is a "Facility Document" for the purposes of this
Agreement, and (v) all amendments and supplements to, and all documents and
instruments entered into in substitution for, any of the foregoing.

      "Federal Funds Rate" shall mean, for any day, a rate per annum (expressed
as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%)
equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided, however, that (i) if the
day for which such rate is to be determined is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day and
(ii) if such rate is not so published for any day, the Federal Funds Rate for
such day shall be the average of the quotations for such day on such
transactions received by the Administrative Agent. The Federal Funds Rate shall
be reset on a daily basis in accordance with the above procedures.

      "Funding Date" shall mean the date of the funding of a Loan.

      "Funds Available for Distribution" shall mean, as to any period, an amount
equal to the sum of (i) Funds From Operations of the Loan Parties and their
Subsidiaries for such period, minus (ii) historically recurring Capital
Expenditures incurred by the Loan Parties and their Subsidiaries during such
period, minus (iii) Restricted Payments to holders of Cornerstone Preferred
Stock.

      "Funds From Operations" shall mean, as to any period, an amount equal to
the sum of (i) Net Income (loss) from operations of the Loan Parties and their
Subsidiaries for such period, excluding gains (or losses) from debt
restructuring and sales of property, plus (ii) depreciation and amortization,
plus (iii) payments of principal received by the Borrowers under that certain
amended and restated promissory note, dated as of January 1, 1986, issued by
Hines Colorado Limited, a Colorado limited partnership, as maker to the
Borrower, as payee, and after adjustments for Unconsolidated Affiliates,
determined in each case on a consolidated basis in accordance with GAAP.
Adjustments for Unconsolidated Affiliates


                                      -11-
<PAGE>

will be calculated to reflect funds from operations on the same basis.

      "GAAP" shall mean generally accepted accounting principles in the United
States of America, as in effect from time to time, but subject to the provisions
of Section 1.2 hereof.

      "Governmental Authority" shall mean (i) any nation or government, (ii) any
state or other political subdivision thereof, (iii) any entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, (iv) any court or arbitrator having
jurisdiction over any Loan Party or any of their Subsidiaries, any of their
respective Subsidiaries or any of their respective Properties, and (v) any
corporation or other entity owned or controlled (through ownership of Capital
Interests or otherwise) by any of the foregoing.

      "guaranty" shall mean, as to any Person, any obligation of such Person
directly or indirectly guaranteeing any Indebtedness of any other Person or in
any manner providing for the payment of any Indebtedness of any other Person or
otherwise protecting the holder of such Indebtedness against loss (whether by
virtue of operation of partnership law or the terms of partnership agreements,
by agreement to keep-well, to purchase assets, goods, securities or services, or
to take-or-pay or otherwise); provided, however, that the term "guaranty" shall
not include endorsements for collection or deposit in the ordinary course of
business. The terms "guarantee" and "guaranteed" used as verbs shall have
correlative meanings.

      "Guaranty" shall have the meaning ascribed to such term in Section 4.1
hereof.

      "Guaranteed Obligations" shall mean:

      (i) the payment, as and when due, or by stated maturity, acceleration, or
      otherwise, of the Notes and all other amounts due and payable under the
      other Facility Documents to the Agents and the Lenders at such times and
      in the manner provided for in the Facility Documents, and

      (ii) the payment of all other obligations of the Borrowers that can be
      performed by the payment of monies, either to the Agents and the Lenders
      directly or by reimbursement of advances by them, including, without
      limitation, the payment of income and other taxes by the Borrowers.

      "Guarantors" shall mean, collectively, (i) the Guarantors as of the date
hereof, and (ii) all Persons who become Guarantors subsequent to the date hereof
pursuant to Section 7.18 hereof.

      "Hazardous Materials" shall mean all materials or substances now or
hereafter subject to any Legal Requirements, including, without limitation:



                                      -12-
<PAGE>

      (i) all substances which are designated pursuant to Section 311(b) (2) (A)
of the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. ss._1251 et
seq.,

      (ii) any element, compound, mixture, solution, or substance which is
designated pursuant to Section 102 of the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. ss._9601 et seq.,

      (iii) any hazardous waste having the characteristics which are identified
under or listed pursuant to Section 3001 of the Resource Conservation and
Recovery Act, 42 U.S.C. ss._6901 et seq.,

      (iv) any toxic pollutant listed under Section 307(a) of FWPCA,

      (v) any hazardous air pollutant which is listed under Section 112 of the
Clean Air Act, 42 U.S.C. ss._7401 et seq.,

      (vi) any imminently hazardous chemical substance or mixture with respect
to which action has been taken pursuant to Section 7 of the Toxic Substances
Control Act, 15 U.S.C. ss._ 2601 et seq.,

      (vii) "hazardous materials" within the meaning of
the Hazardous Materials Transportation Act, 49 U.S.C. ss._
1802 et seq.,

      (viii) petroleum or petroleum by-products,

      (ix) asbestos and any materials containing
asbestos,

      (x) any radioactive material or substance,

      (xi) all toxic wastes, hazardous wastes and hazardous substances as
defined by, used in, controlled by, or subject to all implementing regulations
adopted and publications promulgated pursuant to the foregoing statutes, and

      (xii) any other hazardous or toxic substance or pollutant identified as
such in or regulated under any other applicable federal, state or local Legal
Requirements.

      "Improvements" shall mean all buildings, structures, fixtures, tenant
improvements and other improvements of every kind and description now or
hereafter located in or on or attached to any Land, including all building
materials, water, sanitary and storm sewers, drainage, electricity, steam, gas,
telephone and other utility facilities, parking areas, roads, driveways, walks
and other


                                      -13-
<PAGE>

site improvements; and all additions and betterments thereto and all
renewals, substitutions and replacements thereof.

      "Indebtedness" shall mean, for any Person, without
duplication:

      (i) obligations created, issued or incurred by such Person for borrowed
money (whether by loan, the issuance and sale of debt securities or the sale of
Property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such Property from such Person);

      (ii) obligations of such Person to pay the deferred purchase or
acquisition price of Property or services, which purchase price is (a) due more
than six months from the date of incurrence or (b) evidenced by a note or
similar instrument;

      (iii) indebtedness of others secured by a Lien on the Property of such
Person, whether or not the respective Indebtedness so secured has been assumed
by such Person;

      (iv) obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for
account of such Person;

      (v) Capital Lease Obligations of such Person;

      (vi) indebtedness of others guaranteed by such Person (including, without
limitation, indebtedness of a partnership for which such Person, if a general
partner, would be liable as a matter of law or contract);

      (vii) any mandatory payment due with respect to Redeemable Stock prior to
the then applicable Maturity Date, and

      (viii) all obligations of such Person incurred in connection with the
acquisition or carrying of fixed assets by such Person.

      "Initial Funding Date" means the date on which the conditions precedent to
making of Loans set forth in Section 6.1 hereto shall have been satisfied or
waived in writing by the Administrative Agent on behalf of the Required Lenders.

      "Interest Expense" shall mean, for the Loan Parties and their Subsidiaries
for any period, the aggregate amount (determined in accordance with GAAP on a
consolidated basis) of interest (or, in the case of Capital Lease Obligations,
the interest component of such obligations), including, but not limited to,
interest on the


                                      -14-
<PAGE>

Obligations and any Indebtedness the payment of which is secured by Liens on any
Property, deducted in determining Net Income for such period, including, without
limitation, all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and amounts
payable or receivable under interest rate hedge agreements.

      "Interest Period" shall mean, with respect to a Eurodollar Rate Loan, a
period of borrowing commencing on and including the date of advance,
continuation or conversion and ending one month, two months, three months, six
months or, subject to the consent of all Lenders, twelve months thereafter, as
set forth in the Loan Request or Continuation Request, during which such Loan
bears interest at a particular rate based upon the Adjusted Eurodollar Rate.
Notwithstanding the foregoing:

      (i) no Interest Period may end on a date
subsequent to the Maturity Date;

      (ii) each Interest Period that commences on the last Eurodollar Business
Day of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the
last Eurodollar Business Day of the appropriate subsequent calendar month;

      (iii) each Interest Period that would otherwise end on a day that is not a
Eurodollar Business Day shall end on the next succeeding Eurodollar Business Day
(or, if such next succeeding Eurodollar Business Day falls in the next
succeeding calendar month, on the next preceding Eurodollar Business Day); and

      (iv) notwithstanding clause (i) above, no Interest Period for a Loan shall
have a duration of less than a calendar month and, if the Interest Period would
otherwise be a shorter period, such Loan shall not be available hereunder for
such period; and

      (v) no more than six Interest Periods may be outstanding at any one time
for Loans.

      "Interest Rate Determination Date" shall mean each date for calculating
the Adjusted Eurodollar Rate for purposes of determining the interest rate in
respect of an Interest Period. The Interest Rate Determination Date shall be the
second Eurodollar Business Day prior to the first day of the related Interest
Period for any Eurodollar Rate Loan.

      "Investment" in any Person shall mean any loan, advance, or extension of
credit to or for the account of, any guaranty, endorsement (other than for
collection in the ordinary course of business) or other direct or indirect
contingent liability in connection with the obligations, Capital Interests or
dividends or other distributions of, any ownership, purchase or acquisition of


                                      -15-
<PAGE>

any Capital Interests, business, assets, obligations or securities of, or any
other interest in or capital contribution to, such Person.

      "Issuing Bank" shall have the meaning ascribed to such term in Section
2.6(a) hereof.

      "Joint Venture Property" shall mean a Property title to which is owned by
a joint venture in which a Borrower or one or more Guarantors directly or
indirectly holds a Capital Interest.

       "Land" shall mean, in the aggregate, all unimproved real property owned
 by the Loan Parties and their Subsidiaries, together with all of the tenements,
 hereditaments, easements, rights-of-way, rights, privileges and appurtenances
 thereunto belonging or in any way pertaining thereto, all reversions,
 remainders, dower and right of dower, courtesy and right of courtesy, and all
 of the estate, right, title, interest, claim and demand whatsoever of the Loan
 Parties and their Subsidiaries therein and in the streets, alleys, vaults and
 ways adjacent thereto, all rights to the use of common drive entries, all
 rights pursuant to any reciprocal easement agreement or trackage agreement, all
 strips and gores within or adjoining such property, the air space and right to
 use the air space above such property, all transferable development rights
 arising therefrom or transferred thereto, and the drainage, mineral, water, oil
 and gas rights with respect to such property, either at law or in equity, in
 possession or expectancy, now or hereafter acquired.

      "Leases" shall mean all leases, tenancies and other agreements for the use
and/or occupancy of a Property or any part thereof.

      "Legal Requirements" shall mean all applicable federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees, injunctions, requirements of common law (as
evidenced by judicial precedent) and binding governmental interpretations of
Legal Requirements, whether now or hereafter enacted and in force, and all
permits, licenses and authorizations relating thereto, and all covenants,
agreements, restrictions and encumbrances contained in any instruments (either
of record or known to a Borrower), in force at any time, that are legally
binding with respect to any Loan Party or any Subsidiary thereof or any Property
or any part thereof.

      "Letter of Credit Obligations" shall mean, without duplication, (i) all
reimbursement and other obligations of the Loan Parties in respect of Letters of
Credit, (ii) all amounts paid by the Administrative Agent to the Issuing Bank in
respect of Letters of Credit and (iii) all amounts paid by the Lenders to the
Administrative Agent and/or the Issuing Bank in respect of Letters of Credit.



                                      -16-
<PAGE>

      "Letters of Credit" shall mean the letters of credit made in connection
with the Loans issued by the Issuing Bank for the account of the Loan Parties in
an aggregate face amount not to exceed $10,000,000 outstanding at any one time,
as they may be drawn on, advanced, replaced or modified from time to time.

      "Leverage Ratio" shall mean, as of any date of determination, the ratio
(expressed as a percentage) of Consolidated Total Liabilities to Total Property
Asset Value.

      "Lien" shall mean any interest in property securing an obligation owed to
a Person, whether such interest is based on the common law, statute or contract,
and including but not limited to the security interest arising from a mortgage,
mortgage deed, deed of trust, encumbrance, pledge, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes. The term
"Lien" includes reservations, exceptions, encroachments, easements, rights of
way, covenants, conditions, restrictions, leases and other similar title
exceptions and encumbrances, including but not limited to mechanics',
materialmen's, warehousemen's, carriers' and other similar encumbrances,
affecting property. For the purposes of this Agreement, a Person shall be deemed
to be the owner of any property such Person has acquired or holds subject to a
conditional sale agreement or other arrangement pursuant to which title to the
property has been retained by or vested in some other Person for security
purposes.

      "Loan" shall mean a loan made pursuant to Section 2.1 hereof.

      "Loan Party" or "Loan Parties" shall mean and include (i) each of the
Borrowers, (ii) each of the Guarantors, and (iii) any other Person that
guarantees, or provides security for the repayment of, the Loans or other
amounts due under the Facility Documents.

      "Loan Request" shall mean a request for the funding of Loans on the
Effective Date, in substantially the form of Exhibit C hereto, executed by an
Authorized Officer on behalf of a Borrower.

      "Loans" shall mean, collectively, the Loans from time to time outstanding
and unpaid.

      "Material Adverse Effect" shall mean a material adverse effect on, and
"Material Adverse Change" shall mean a material adverse change in:

      (i) the financial condition, business, Properties, operations, performance
or current capital structure of the Borrowers and their Subsidiaries taken as a
whole, in each case after giving effect to any related transactions,

      (ii) the ability of any Loan Party to perform its respective obligations
under any of the Facility Documents to which it is a party, or


                                      -17-
<PAGE>

      (iii) the ability of the Administrative Agent and the Lenders to enforce
their rights and remedies under any of the Facility Documents;

provided, however, that neither (a) performance by any Guarantor of its
obligations in connection with the DIHC Purchase Money Notes nor (b) a default
under any secured Indebtedness which is recourse only to a particular asset or
assets (subject to customary exclusions) shall in and of itself constitute a
"Material Adverse Change" or a "Material Adverse Effect" unless (X) such default
results in the occurrence of an Event of Default under Section 9.1(b) of this
Agreement, or (Y) such default otherwise results in the occurrence of the effect
set forth in subclause (i) of this definition.

      "Maturity" shall mean, with respect to any Loan and the related Note, (i)
the Maturity Date or (ii) any other date on which such Loan and the related Note
shall be or become due and payable, in whole or in part, in accordance with the
terms of this Agreement, whether by required prepayment, optional prepayment for
which notice has been given, declaration, acceleration or otherwise.

      "Maturity Date" shall mean, with respect to any Loan and the related Note,
October 27, 2000.

      "Minimum Long Term Debt Rating" shall mean a senior unsecured long-term
indebtedness rating of either (i) Baa3 or better as determined by Moody's, or
(ii) BBB- or better as determined by S&P; provided, however, that if the ratings
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, Cornerstone
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.

      "Moody's" shall mean Moody's Investors Service, Inc. or any
successor thereto acceptable to the Administrative Agent.

      "Multiemployer Plan" shall mean a "multiemployer plan", as defined in
Section 3(37) of ERISA, to which any of the Loan Parties or any of their ERISA
Affiliates is contributing, or ever has contributed, or to which any of the Loan
Parties or any of their ERISA Affiliates has, or ever has had, an obligation to
contribute.

      "Net Casualty Proceeds" shall mean (i) the amount of any insurance
proceeds or condemnation awards paid to a Loan Party (or, in the case of a Loan
Party holding an interest in a joint venture which owns a Joint Venture
Property, the amount of such awards or proceeds received by such Loan Party's
without regard to the percentage of such Loan Party's beneficial interest in
such joint venture) as a result of any damage to, destruction of, taking or
condemnation of, or other casualty to, a Property, minus (ii) in the case of
Properties which are not Unleveraged Properties, amounts paid to any Persons
holding mortgages or other Liens on such Property in accordance with the terms
and requirements of such


                                      -18-
<PAGE>

mortgages or other Liens, minus (iii) in the case of all Properties, the amount
incurred by the Loan Parties to repair, restore or replace such damaged,
destroyed or condemned Property, if the Loan Parties are required or otherwise
so choose to repair, restore or replace such Property, minus (iv) amounts
contractually required to be paid to tenants of such Property as a direct result
of such damage to, destruction of, taking or condemnation of, or other casualty
to, the Property.

      "Net Income" shall mean, with respect to the Loan Parties and their
Subsidiaries for any period, net earnings (or loss) for the period in question
taken as a single accounting period, determined on a consolidated basis in
accordance with GAAP.

      "New Property" shall mean any real property title to which is acquired
subsequent to the Effective Date by one or more Borrowers or by any joint
venture in which one or more Borrowers holds a Capital Interest.

      "NOI" shall mean, with respect to the applicable time period, the amount
equal to (a) the Loan Parties' Ratable Share of the sum of all revenues and
income reported by the Loan Parties from the operation of the relevant Property
in accordance with GAAP minus (b) the Loan Parties' Ratable Share of the sum of
all reasonable and customary expenses incurred by the Loan Parties in the
operation of such Property determined in accordance with GAAP, including, but
not limited to, utility expenses, property taxes, insurance premiums, and
management fees (but excluding interest, depreciation, amortization and income
taxes).

      "Note(s)" shall mean the promissory notes of the Borrowers referred to in
Section 2.2 hereof and shall include any replacements therefor issued pursuant
to Section 10.17 and 12.1 hereof or otherwise.

      "NYSE" shall mean the New York Stock Exchange, Inc.

      "Officer's Certificate" shall mean a certificate delivered to the
Administrative Agent by a Loan Party which is signed by an Authorized Officer on
behalf of the Loan Party.

      "Operating Income Adjustment" shall mean as of any date of determination,
the amount representing an adjustment to NOI, determined by the Administrative
Agent in accordance with the terms of this Agreement, to account for the Capital
Expenditure Deduction, minority interests, and straight-line rents.

      "Pension Plan" shall mean any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Code or Section 302
of ERISA.

      "Permitted Encumbrances" shall mean any of the following:



                                      -19-
<PAGE>

(i) Liens for taxes, assessments or other governmental charges not yet due or
which are being contested in good faith and by appropriate proceedings by a
Borrower if adequate reserves with respect thereto are maintained on the books
of the Loan Parties in accordance with GAAP; (ii) Liens of carriers, laborers,
warehousemen, mechanics, landlords, materialmen, repairmen or other like Liens
(including maritime liens) arising by operation of the law in the ordinary
course of business and consistent with industry practices and Liens on deposits
made to obtain the release of such Liens if (a) the underlying obligations are
not overdue for a period of more than sixty (60) days or (b) such Liens are
being contested in good faith and by appropriate proceedings by the Loan Parties
or a Subsidiary and adequate reserves with respect thereto are maintained on the
books of the Loan Parties or such Subsidiary, as the case may be, in accordance
with GAAP; (iii) easements, rights-of-way, zoning and similar restrictions and
other similar encumbrances or title defects incurred or imposed, as applicable,
in the ordinary course of business and consistent with industry practices which,
in the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto (as such
property is used by the Loan Parties) or interfere with the ordinary conduct of
the business of the Loan Parties or any of their Subsidiaries; provided,
however, that any such Liens which arise after the Effective Date are not
incurred in connection with any borrowing of money or any commitment to loan any
money or to extend any credit;

(iv) encumbrances, easements, rights-of-way, zoning and similar restrictions and
other similar encumbrances or title defects listed on any title policy for any
Existing Property on the date such Property was acquired by the Loan Party or
the joint venture, as the case may be, excluding any deeds of trust or mortgage
obligations referred to in such title policy; or

(v) pledges or deposits to secure obligations under workers' compensation laws
or similar legislation or to secure public or statutory obligations.

      "Person" shall mean any individual, corporation, company, limited
liability company, voluntary association, partnership, joint venture, trust,
unincorporated association or Governmental Authority.

      "Pro Rata Share" shall mean, for each Lender at any time, the percentage
obtained by dividing (i) such Lender's Commitment at such time by (ii) the
Aggregate Commitment at such time, as such


                                      -20-
<PAGE>

percentage may be adjusted by Assignments permitted pursuant to
Section 12.1 hereof.

      "Property Obligations" shall mean (i) all Indebtedness (including
Contingent Obligations) or other liabilities of the Loan Parties payment of
which is secured by Liens on any of the Properties, (ii) all ground leases as to
which a Loan Party, or a joint venture in which a Loan Party holds an interest,
is a party thereto, (iii) all property management agreements as to which a Loan
Party is a party, and (iv) all joint venture or partnership agreements to which
a Loan Party is a party.

      "Properties" shall mean, collectively, the Existing Properties and the New
Properties, and "Property" shall mean, individually, any Existing Property or
New Property.

      "Ratable Share" shall mean, for any Person, with respect to such Person's
Affiliates, the percentage economic ownership interest of such Person in such
Affiliate; provided, however, that in the event that such Person is the general
partner of such Affiliate, such Person's Ratable Share with respect to such
Affiliate's liabilities shall be the percentage of the general partner interests
owned by such Person in such Unconsolidated Affiliate with respect to any
Indebtedness for which recourse may be made against any general partner of such
Unconsolidated Affiliate.

      "Redeemable Stock" shall mean any Capital Interest in a Person that is
subject to redemption otherwise than at the sole option of such Person.

      "Reference Lenders" shall mean Bankers Trust Company, The Chase Manhattan
Bank, and such other Lenders as may from time to time be designated, with the
consent of such Lenders, by the Administrative Agent with the approval of
Cornerstone (which approval shall not be unreasonably withheld or delayed).

      "Regulatory Change" shall mean, with respect to any Lender,

      (i) any change after the date of this Agreement in, or in the applicable
requirements of, Federal, state or foreign law or regulations (including,
without limitation, Regulation D), or

      (ii) the adoption or making after such date of any interpretation,
directive or request

(other than those applying solely to banks formally determined by the applicable
regulator to be in a financially troubled condition), including such Lender, of
or under any Federal, state or foreign law or regulations (whether or not having
the force of law and whether or not failure to comply therewith would be
unlawful) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.



                                      -21-
<PAGE>

      "REIT" shall mean a "real estate investment trust," as such term is
defined in Section 856 of the Code.

      "Release" shall have the meaning contained in 42 U.S.C. ss.
9601(22).

      "Rent Roll" means, for any Property, a rent roll in the form annexed
hereto as Exhibit F, with such changes or additions as the Administrative Agent
may reasonably request or approve.

      "Rents" shall mean all rents, issues, profits, royalties, receipts,
revenues, accounts receivable, security deposits and other deposits (subject to
the prior right of tenants making such deposits) and income, including fixed,
additional and percentage rents, occupancy charges, operating expense
reimbursements, reimbursements for increases in taxes, sums paid by tenants to
the Loan Parties to reimburse the Loan Parties for amounts originally paid or to
be paid by the Loan Parties or the Loan Parties' agents or affiliates for which
such tenants were liable, as, for example, tenant improvements costs in excess
of any work letter, lease takeover costs, moving expenses and tax and operating
expense pass-throughs for which a tenant is solely liable, parking income,
recoveries for common area maintenance expense, tax, insurance, utility and
service charges and contributions, proceeds of sale of electricity, gas,
heating, air-conditioning and other utilities and services, deficiency rents and
liquidated damages, and other benefits.

      "Replacement Lender" shall mean a financial institution (other than a
Lender) selected by the Loan Parties and approved by the Administrative Agent to
become an Assignee (such approval not to be unreasonably withheld).

      "Required Lenders" shall mean, subject to Section 10.2(b) hereof, (i) on
or before the Initial Funding Date, or at any time no Loans are outstanding,
Lenders having no less than 66-2/3% of the aggregate amount of the Commitments
and (ii) at all other times, Lenders holding no less than 66-2/3% of the
aggregate unpaid principal amount of the Loans.

      "Restricted Investment" shall mean any Investment by a Person, to the
extent it does not constitute (i) an Investment in a Capital Interest in a
Subsidiary of such Person, or (ii) an Investment in Subsidiary Debt of a
Subsidiary of such Person.

      "Restricted Payment" shall mean with respect to any Person (the
"Referenced Person") any of the following when paid (or when the proceeds of
which are paid) to any Person other than the Referenced Person by or on behalf
of the Referenced Person or any Subsidiary thereof:

      (i) the payment of any dividend on or any other distribution in respect of
any Capital Interests in the


                                      -22-
<PAGE>

Referenced Person or any Subsidiary thereof (other than any Wholly-Owned
Subsidiary)("Dividends"),

      (ii) any payment, defeasance, redemption, repurchase or other acquisition
or retirement for value prior to scheduled maturity of any Indebtedness of the
Referenced Person or any Subsidiary thereof ranked pari passu or subordinate in
right of payment to the Indebtedness under the Facility Documents,

      (iii) the redemption, repurchase, retirement or other acquisition of any
Capital Interest in the Referenced Person or any Subsidiary thereof or of any
warrants, rights or options to purchase or acquire any Capital Interest in the
Referenced Person or any Subsidiary thereof,

      (iv)__any expenditure or the incurrence of any liability to make any
expenditure for any Restricted Investment,

      (v)__the payment of any principal of, interest on, or any amounts due in
respect of, any Indebtedness of the Referenced Person and its Subsidiaries not
permitted by the terms of this Agreement,

      (vi)__the payment of any principal of, interest on, or any other amounts
due in respect of, any Subordinated Debt of the Referenced Person or any
Subsidiary thereof,

      (vii)_any payment of a claim, not reduced to final judgment after
exhaustion of available appellate remedies, for the rescission of the purchase
or sale of, or for material damages arising from the purchase or sale of, any
Subordinated Debt of or Capital Interests in, the Referenced Person, and

      (viii) any payment or contribution to the consolidated tax liabilities of
the Person or Persons that own the Capital Interests in the Referenced Person
that is in excess of the amount of the applicable taxes that would be payable by
the Referenced Person if it were not taxed as part of a consolidated group, as
adjusted from time to time for any loss carry-forwards or credits or deductions
available to the ultimate recipient of such payment or contribution.

      "S&P" shall mean Standard & Poor's Rating Group or any successor thereto
reasonably acceptable to the Administrative Agent and the Borrower.

      "Securities Act" shall mean the Securities Act of 1933, as amended.


                                      -23-
<PAGE>

      "Solvent" shall mean, as to any Person as of the applicable date of
determination, that such Person has capital sufficient to carry on its business
and transactions and all business and transactions to which it is about to
engage, is able to pay its debts as they mature, and owns property having a
value, both at fair valuation and at the then fair salable value, greater than
the amount required to pay its then existing debts (including contingencies).

      "State" shall mean and include, unless otherwise limited, any State of the
United States, the District of Columbia and the Commonwealth of Puerto Rico.

      "Subordinated Debt" shall mean all Indebtedness of a Person for borrowed
money that, by its terms or other agreement, is subordinate in right of payment
to any other Indebtedness of such Person; provided, however, that Indebtedness
of the Loan Parties shall constitute Subordinated Debt only if subordinated to
the Notes and other Indebtedness under the Facility Documents on terms
reasonably satisfactory to the Required Lenders, in their discretion.

      "Subsidiary" shall mean, with respect to any Person, any corporation,
partnership or other entity of which at least a majority of the Capital
Interests or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time Capital Interests or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.

      "Subsidiary Debt" shall mean Indebtedness of a Subsidiary of the Borrower
owed to the Borrower.

      "Taking" shall mean the taking or appropriation (including by deed in lieu
of condemnation) of any Property, or any part thereof or interest therein, for
public or quasi-public use under the power of eminent domain, by reason of any
public improvement or condemnation proceeding, or in any other manner or any
damage or injury or diminution in value through condemnation, inverse
condemnation or other exercise of the power of eminent domain.

      "Total Property Asset Value" shall mean, as of any date of determination,
the amount equal to (i) the Combined Adjusted NOI for the two fiscal quarters
immediately preceding such date, annualized, for all Properties divided by nine
percent (9.0%), plus (ii) without duplication, the aggregate amount of cash and
cash equivalents of the Loan Parties.



                                      -24-
<PAGE>

      "UCC" shall mean, with respect to any jurisdiction, the Uniform Commercial
Code as then in effect in that jurisdiction. References to terms defined in the
UCC shall mean such terms in the UCC as in effect in such jurisdiction.

      "Unconsolidated Affiliate" shall mean, in respect of any Person, any other
Person in whom such Person holds an Investment, which Investment is accounted
for in the financial statements of such Person on an equity basis of accounting.

      "Unleveraged Properties" shall mean, collectively, (i) all Properties
owned by the Loan Parties or by Eligible Joint Ventures free and clear of any
Liens, other than Permitted Encumbrances, and (ii) the property identified as
"191 Peachtree Street" on pages 61 through 63 of the Cornerstone Proxy
Statement.

      "Unleveraged Properties Asset Value" shall mean, as of any date of
determination, the amount equal to the Combined Adjusted NOI for the two fiscal
quarters immediately preceding such date, annualized, for all Unleveraged
Properties, divided by nine percent (9.0%).

      "Unsecured Interest Expense" shall mean, for the Loan Parties and their
Subsidiaries for any period, the greater of (i) the aggregate amount (determined
in accordance with GAAP on a consolidated basis) of interest on or in respect of
unsecured Indebtedness of the Loan Parties and their Subsidiaries deducted in
determining Net Income for such period, including, without limitation, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and amounts payable or receivable
under interest rate hedge agreements and (ii) the amount equal to 7.2% per annum
times the aggregate outstanding principal amount of unsecured Indebtedness of
the Loan Parties and their Subsidiaries.

      "Voting Interests" shall mean securities, as defined in Section 2(1) of
the Securities Act, of any class or classes, the holders of which are
ordinarily, in the absence of contingencies, entitled to (i) vote for the
election of the corporate directors (or Persons performing similar functions) or
(ii) in the case of a partnership, to manage or direct the business or assets
thereof. References in this Agreement to percentages of Voting Interests, unless
otherwise noted, refer to percentages of votes to which such Voting Interests
are entitled in the election of corporate directors (or Persons performing
similar functions) rather than to the number of shares.

      "Wholly-Owned Property" shall mean a Property title to which is owned
solely by one or more Loan Parties.

      "Wholly-Owned Subsidiary" shall mean, with respect to any Person, any
corporation, partnership or other entity of which all of the Capital Interests
or other ownership interests (other than, in the case of a corporation,
directors' qualifying shares) are directly or indirectly owned or controlled by
such Person or one or


                                      -25-
<PAGE>

more Wholly-Owned Subsidiaries of such Person or by such Person and one or more
Wholly-Owned Subsidiaries of such Person.

      "Working Capital" shall mean, as at the date of determination, an amount
equal to (i) Current Assets of the Loan Parties, plus (ii) the Facility
Availability, minus (iii) Current Liabilities of the Loan Parties, minus (iv)
cash or cash equivalents of the Loan Parties held in escrow to secure letters of
credit issued or acceptance facilities established for the account of the Loan
Parties and draws thereunder, minus (v) Contingent Obligations of the Loan
Parties (A) for which the amount is estimable and as to which payment is likely
to occur, if at all, within twelve (12) months of such date of determination,
and (B) which do not appear on the audited or unaudited financial statements of
the Loan Parties, in each case determined on a consolidated basis according to
GAAP.

            SECTION 1.2. Other Definitional Provisions. (a) All terms defined in
this Agreement in the singular shall have comparable meanings when used in the
plural, and vice versa.

            (b) The words "hereof", "hereby", "herein", and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provisions of this Agreement; the
term "hereafter" shall mean after, and the term "heretofore" shall mean before,
the date of this Agreement; and Article, Section, schedule, exhibit, annex and
like references are to this Agreement unless otherwise specified.

            (c) Any defined term that relates to a document shall include within
its definition any amendments, modifications, renewals, restatements,
extensions, supplements, or substitutions that heretofore may have been or
hereafter may be executed in accordance with the terms thereof and hereof.

            (d) References in this Agreement to particular sections of the Code
or any other legislation shall be deemed to refer also to any successor sections
thereto or other redesignations for codification purposes.

            (e) All terms defined in the UCC and not otherwise defined or
modified herein shall have the respective meanings ascribed to such terms in the
UCC.

            (f) When used with respect to Loans, the words "continue",
"continued" and "continuation" and words of similar import shall refer to the
continuation, at the end of the applicable Interest Period, of a Loan for an
additional Interest Period.

             SECTION 1.3. Accounting Terms and Determinations. (a) Except as
otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall be
prepared, in accordance with GAAP.

            (b) The Loan Parties shall deliver to the Lenders at the same time
as the delivery of any annual financial statements under Section 7.1(b) hereof
(i) a description in reasonable detail of any material variation between the


                                      -26-
<PAGE>

application of GAAP employed in the preparation of such statements and the
application of accounting principles employed in the preparation of the next
preceding annual financial statements and (ii) reasonable estimates of the
difference between such statements arising as a consequence thereof.



                                      -27-
<PAGE>

                                  ARTICLE II
                          AMOUNT AND TERMS OF LOANS


            SECTION 2.1. Commitments and Loans. (a) Commitment. Subject to the
terms and conditions of this Agreement and in reliance upon the representations
and warranties of the Loan Parties herein set forth, each Lender hereby
severally agrees, subject to the limitations set forth below with respect to the
maximum amount of Loans permitted to be outstanding from time to time, to lend
to the Borrowers from time to time during the period from the Effective Date to
but excluding the Maturity Date an aggregate amount not exceeding such Lender's
Commitment. The original amount of each Lender's Commitment is set forth
opposite its name on Exhibit A; provided, however, that the Commitments of the
Lenders shall be adjusted to give effect to any Assignments of the Commitments
pursuant to Section 12.1.

            (b) Term of Commitment; Expiration of Obligations. The obligations
of each Lender to the Borrowers under this Agreement shall terminate
automatically on the Maturity Date.


            (c) Survival, Release and Reinstatement of Obligations. (i) The
occurrence of the Maturity Date with respect to the Loan and related Note of any
Lender shall not release, terminate or limit the rights or remedies of the
Agents or any Lender or any obligations of the Loan Parties or any other Person
under this Agreement or any other Facility Document or arising out of acts,
events or circumstances taken, occurring or existing prior thereto, and such
rights and remedies and such obligations shall survive until the Loan Parties
have fully paid and performed all their obligations hereunder and thereunder in
full.

      (ii) Upon payment of all amounts owed by the Loan Parties to the Agents
and the Lenders under the Facility Documents, the obligations of the Loan
Parties to the Agents and the Lenders, except as otherwise provided herein or in
any other Facility Document, shall be deemed terminated; provided, however, that
all the provisions of this Agreement and the other Facility Documents shall
continue to be effective or shall be reinstated, as the case may be, if any
payment hereunder or in connection with any of the Facility Documents at any
time is rescinded or otherwise must be returned to or for the benefit of a Loan
Party (or to the issuer of any letter of credit, surety bond or other instrument
issued to the Administrative Agent for the account of a Loan Party) as a result
of the bankruptcy, insolvency, reorganization, the imposition of any creditors'
rights statute, or other similar event or proceeding with respect to any Loan
Party, all as if such payment had not been made.

            SECTION 2.2. Notes. (a)__The Loan of each Lender shall be evidenced
by a single Note of the Borrowers, in substantially the form of Exhibit B
hereto, payable to the order of such Lender and representing the obligations of
the Borrowers to pay an amount equal to the lesser of (A) the Commitment of such
Lender and (B) the aggregate principal amount of the Loan from time to time
outstanding from such Lender, together with interest thereon. Each Lender is
hereby authorized to and shall endorse the date and amount of its Loan, the
Interest Periods during which any portion of such Loan is a Loan and each
payment or prepayment of principal thereof on the schedule (including additional
pages


                                      -28-
<PAGE>

thereto added by such Lender as required) annexed to and constituting a part of
its Note, which endorsement shall constitute prima facie evidence of the
accuracy of the information so endorsed; provided, however, that the failure of
any Lender to insert any such date or amount or other information on such
schedule shall not in any manner affect the obligation of the Borrower to repay
any Loan in accordance with the terms of this Agreement.

            (b) Each Note shall (i) except as otherwise provided in Section
10.17, or 12.1 hereof, be dated as of the Effective Date, (ii) be payable at its
Maturity, and (iii) bear interest in accordance with the provisions of Section
2.3 hereof.

            SECTION 2.3. Interest. (a) Rate of Interest. Subject to the
provisions of Sections 2.5 and 2.9, each Loan shall bear interest on the unpaid
principal amount thereof from the date made through the Maturity Date (whether
by acceleration or otherwise) at a rate determined by reference to the Adjusted
Eurodollar Rate; provided, however, that in the event that any Loan is to be
made on a day when there are already six Interest Periods outstanding, such Loan
shall be deemed to be an ABR Loan and shall bear interest at the Alternate Base
Rate until the commencement of the next succeeding Interest Period, at which
time such ABR Loan shall be converted (automatically and without the necessity
of any action on the part of any Person) to a Eurodollar Rate Loan in accordance
with Section 2.4(c) The basis for determining the interest rate with respect to
any Loan shall be changed from time to time in accordance with Section 2.4(c).

      Subject to the provisions of Sections 2.8 and 2.9, the Loans shall bear
interest through maturity as follows:

                  (i) if an ABR Loan, then at a rate equal to the Alternate Base
              Rate; or

                  (ii) if a Eurodollar Rate Loan, then at the sum of the
              Adjusted Eurodollar Rate plus the Applicable Margin.

            (b) Computation of Interest. Interest on the Loans shall be computed
 (i) in the case of ABR Loans, on the basis of a 365-day or 366-day year, as the
 case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a
 360-day year, in each case for the actual number of days elapsed in the period
 during which it accrues. In computing interest on any Loan, the day of the
 making of such Loan or the first day of an Interest Period applicable to such
 Loan shall be included, and the date of payment of such Loan or the expiration
 date of an Interest Period applicable to such Loan shall be excluded; provided,
 however, that if a Loan is repaid on the same day on which it is made, one
 day's interest shall be paid on that Loan.

            (c) Interest Payment Dates. Interest accrued on each Loan shall be
payable, without duplication, on:

      (i) the Maturity Date of such Loan;

      (ii) with respect to any repayment or prepayment of any Loans, the date of
such repayment or prepayment, as the case may be; and



                                      -29-
<PAGE>

      (iii) with respect to Eurodollar Rate Loans, the last day of each
applicable Interest Period and, in connection with any Loan having (A) a
six-month Interest Period, the day that would be the last day of a three-month
Interest Period commencing on the same day as such six-month Interest Period
commences and (B) a twelve-month Interest Period, the days that would be the
last days of a three-, six- and nine-month Interest Periods commencing on the
same day as such twelve-month Interest Period; and

      (iv) with respect to ABR Loans, the date of the conversion of such ABR
Loans in accordance with Section 2.4(c) hereof or, if the Borrower has not
elected to convert such ABR Loans, monthly in arrears on the last business day
of each month.

            SECTION 2.4. Borrowing and Conversion Procedures. (a) Borrowing
Mechanics. (i) Loans made on any Funding Date shall be in an aggregate minimum
amount of $1,000,000. The Borrower shall be permitted to make a borrowing
pursuant to this Section 2.4 only twice during any 30 day period. Whenever a
Borrower desires that the Lenders make Loans, Cornerstone shall deliver to the
Administrative Agent a Loan Request no later than 10:00 A.M. (New York time) at
least three Business Days in advance of the proposed Funding Date.

            (ii) In lieu of delivering the above-described Loan Request, a
Borrower may give the Administrative Agent telephonic notice by the required
time of any proposed Loan under this Section 2.4; provided, however, that such
notice shall be promptly confirmed in writing by delivery of a Loan Request to
the Administrative Agent on or before the applicable Funding Date. Neither the
Administrative Agent nor any Lender shall incur any liability to the Loan
Parties in acting upon any telephonic notice referred to above that the
Administrative Agent believes in good faith to have been given by an Authorized
Officer or other person authorized to borrow on behalf of such Borrower or
otherwise acting in good faith under this Section 2.4 and upon funding of Loans
by the Lenders in accordance with this Agreement pursuant to any such telephonic
notice the Borrower shall have effected Loans hereunder.

            (iii) A Borrower shall notify the Administrative Agent prior to the
funding of any Loans in the event that any of the matters to which such Borrower
is required to certify in the applicable Loan Request is no longer true and
correct as of the applicable Funding Date, and the acceptance by such Borrower
of the proceeds of any Loans shall constitute a re-certification by such
Borrower, as of the applicable Funding Date, as to matters to which such
Borrower is required to certify in the applicable Loan Request.

            (iv) Except as otherwise provided in Sections 2.5(b) and 2.5(c), a
Loan Request (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and the Borrower shall be
bound to make a borrowing in accordance therewith.

            (b) Interest Periods. Subject to Section 2.3(a), in connection with
each Eurodollar Rate Loan, a Borrower may, pursuant to the applicable Loan
Request, select an Interest Period to be applicable to such Loan, the term of
which Interest Period shall be at such Borrower's option; provided, however,
that the initial Interest Period for any Loan shall commence on the Funding Date
in respect of such Loan.


                                      -30-
<PAGE>

            (c) Conversion. Subject to the provisions of Sections 2.3 and 2.5,
 so long as no Event of Default shall have occurred and be continuing, a
 Borrower may convert any ABR Loan into a Eurodollar Rate Loan by irrevocable
 written notice delivered to the Administrative Agent no later than 10:00 A.M.
 (New York time) at least three Business Days in advance of the proposed date of
 conversion. Such notice shall identify the ABR Loan or Loans to be converted
 and the Interest Period to be applicable to such Eurodollar Rate Loan or Loans.

            (d) Funding Mechanics. (i) Same Day Funding. Each Lender shall
provide the Administrative Agent with funds, on or before 12:00 noon, prevailing
New York time, on any Funding Date in an amount equal to such Lender's Pro Rata
Share of the Loans to be made on such Funding Date by transferring same day or
immediately available funds to such account as the Administrative Agent shall
specify from time to time by notice to the Lenders. Except as otherwise provided
in Section 2.7 hereof, on the date requested in such notice, the Administrative
Agent shall make available to the Borrower at the Borrower's account with the
Administrative Agent or at such other account as the Borrower shall designate in
the related Loan Request, in immediately available funds, the proceeds of the
Loans being made; provided, however, that the Administrative Agent shall be
obligated to make the proceeds of such Loans available only to the extent
received by it from the Lenders.

            (ii) Separate Obligations. The amounts payable by a Borrower at any
time hereunder and under the Notes to each Lender shall be a separate and
independent debt of such Borrower.

            (iii) Failure To Fund. (A) The failure of any Lender (each, a
"Defaulting Lender") to fund its Loan on a Funding Date as required hereunder
shall not relieve any other Lender of such other Lender's obligation to fund its
Loan on such date, but (I) neither any other Lender nor the Administrative Agent
nor the Syndication Agent shall be responsible for the failure of any Defaulting
Lender to fund such Defaulting Lender's Loan, (II) no other Lender's Commitment
or Loan shall be increased as a result of any such failure of any other Lender,
(III) except as otherwise provided in Section 2.4(d)(iii)(B) hereof, no
Defaulting Lender shall have any obligation to the Administrative Agent or any
other Lender for the failure by such Defaulting Lender to fund its Loan and (IV)
failure by a Defaulting Lender to fund shall not relieve any Loan Party of any
obligations to the Administrative Agent and the other Lenders hereunder or under
any other Facility Document.

            (B) Repayment of Administrative Agent Advances. In the event that
the Administrative Agent advances proceeds of any Loan to or for the account of
the Borrower and one or more Defaulting Lenders fails to fund all or any portion
of such Loan, immediately upon receipt of notice from the Administrative Agent,
(I) such Defaulting Lender shall pay directly to the Administrative Agent the
amount thereof, together with interest thereon calculated, if such payment is
received by the Administrative Agent on or before the third (3rd) Business Day
following the date on which such funding was due, at the Federal Funds Rate and
in all other cases at the rate specified in Section 2.8 hereof and (II) if not
paid by such Defaulting Lender, the Borrowers shall repay directly to the
Administrative Agent such amount as will equal the amount that such Defaulting


                                      -31-
<PAGE>

Lender or Lenders failed to fund, together with interest thereon at the
applicable rate determined in accordance with Section 2.3 hereof.

            (C) Replacement Lenders. At any time within 60 days after the
applicable Funding Date and repayment by the Borrowers of any amount described
in Section 2.4(d)(iii)(B) above, the Borrowers, by writing addressed to the
Administrative Agent and such Defaulting Lender, may nominate or propose another
bank or financial institution, including an existing Lender, that is willing to
become a Replacement Lender or other Assignee of the Commitment of a Defaulting
Lender pursuant to Section 12.1 hereof, and, within 10 Business Days after
receipt of such proposal from the Borrowers, such Defaulting Lender shall
execute and deliver to the Administrative Agent an Assignment of its entire
Commitment in favor of the proposed Replacement Lender or other Assignee in
conformity with Section 12.1 hereof unless, prior to the expiration of such
period, the Administrative Agent shall have notified the Borrowers and such
Defaulting Lender that the proposed Replacement Lender or other Assignee is not
reasonably acceptable to the Administrative Agent. In no event will either the
Administrative Agent or the Lenders be obligated to assist the Borrower in
identifying any banks or financial institutions that are willing to become a
Replacement Lender or other Assignee of any Defaulting Lender.

            (D) Reservation of Rights. Nothing contained in this Section 2.4
shall preclude the Borrowers from pursuing any other remedy against a Defaulting
Lender.

            (e) Remittances by Administrative Agent. In the event that the
Administrative Agent remits in same day or immediately available funds to any
Lender its share of any payments to be made by the Borrower pursuant to this
Agreement or the Notes prior to the time that the Administrative Agent receives
such payments from the Borrower, and the Borrower fails to make such payments
when due, immediately upon receipt of notice from the Administrative Agent, such
Lender shall repay directly to the Administrative Agent in same day or
immediately available funds such amount as will equal such Lender's ratable
portion of the amount that the Borrower failed to pay, together with interest
thereon calculated, if such payment is received by the Administrative Agent on
or before the third (3rd) Business Day following the notice to such Lender, at
the Federal Funds Rate and in all other cases at the rate specified in Section
2.8 hereof.

            (f) Continuations. Subject to the limitations applicable to Interest
Periods for Eurodollar Rate Loans as set forth in the definition of Interest
Period, a Borrower may continue any Eurodollar Rate Loan for an additional
Interest Period; provided, however, that:

      (i) such Borrower shall give the Administrative Agent irrevocable written
notice in the form of a Continuation Request in the manner and by the applicable
time specified in Section 2.4(a)(i) hereof for the borrowing of such Loan and,
if applicable, the Interest Period therefor;

      (ii) in the case of the continuation of less than all of the outstanding
Loans on the same Business Day for the same new Interest Period, the aggregate
principal amount of each Loan having the same


                                      -32-
<PAGE>

new Interest Period shall not be less than $1,000,000 or any integral multiple
of $500,000 in excess thereof;

      (iii) no Loan may be continued as such for less than the minimum
applicable Interest Period therefor; and

      (iv) no Loan may be continued as such for an additional Interest Period if
any Default or Event of Default shall have occurred and be continuing as of any
date during the period commencing on the date the Continuation Request is
required to be submitted to the Administrative Agent and ending on the first day
of the requested Interest Period.

If the Borrower fails, in connection with the expiration of an Interest Period
applicable to a Loan, to furnish a Continuation Request to the Administrative
Agent for the continuation thereof or fails to elect a permitted Interest Period
therefor, or if the continuation of Loans is prohibited due to the occurrence
and continuance of a Default or Event of Default or otherwise, such Loan (unless
the Loans are prepaid in accordance with the provisions of Section 2.7 hereof or
accelerated in accordance with Section 9.1 hereof) shall be converted
automatically to an ABR Loan as of the expiration of then applicable Interest
Period. Promptly upon receipt of any Continuation Request, the Administrative
Agent shall give notice thereof to the Lenders.

            SECTION 2.5 Special Provisions Governing Eurodollar Rate Loans.
 Notwithstanding any other provision of this Agreement to the contrary, the
 following provisions shall govern with respect to the Eurodollar Rate Loans as
 to the matters covered:

            (a) Determination of Applicable Interest Rate. As soon as
 practicable after 10:00 A.M. (New York time) on each Interest Rate
 Determination Date, the Reference Lenders shall determine (which determination
 shall, absent manifest error, be final, conclusive and binding upon all
 parties) the interest rate that shall apply to the Eurodollar Rate Loans for
 which an interest rate is then being determined for the applicable Interest
 Period and shall promptly give notice thereof (in writing or by telephone
 confirmed in writing) to the Borrowers and each Lender.

            (b) Inability to Determine Applicable Interest Rate. In the event
 that the Administrative Agent shall have determined (which determination shall
 be final and conclusive and binding upon all parties hereto), on any Interest
 Rate Determination Date with respect to any Eurodollar Rate Loans, that by
 reason of circumstances affecting the interbank Eurodollar market adequate and
 fair means do not exist for ascertaining the interest rate applicable to such
 Loans on the basis provided for in the definition of Adjusted Eurodollar Rate,
 the Administrative Agent shall on such date give notice (by telefacsimile or by
 telephone confirmed in writing) to the Borrowers and each Lender of such
 determination, whereupon (i) no Loans may be made as, or converted to
 Eurodollar Rate Loans until such time as the Administrative Agent notifies the
 Borrowers and the Lenders that the circumstances giving rise to such notice no
 longer exist and (ii) any Loan Request given by the Borrowers


                                      -33-
<PAGE>

 with respect to the Loans in respect of which such determination was made shall
 be deemed to contain a request that such Loans be made as ABR Loans.

            (c) Compensation for Breakage or Non-Commencement of Interest
 Periods. The Borrowers jointly and severally agree to compensate each Lender,
 upon written request by that Lender (which request shall set forth the basis
 for requesting such amounts), for all reasonable losses, expenses and
 liabilities (including any interest paid by that Lender to lenders of funds
 borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense
 or liability sustained by that Lender in connection with the liquidation or
 re-employment of such funds borrowed by it to make or carry its Eurodollar Rate
 Loans and any loss, expense or liability sustained by that Lender in connection
 with the liquidation or re-employment of such funds) which that Lender may
 sustain: (i) if for any reason (other than a default by that Lender) a
 borrowing of any Eurodollar Rate Loan does not occur on a date specified
 therefor in a Loan Request or a telephonic request for borrowing, or a
 conversion to or continuation of any Eurodollar Rate Loan does not occur on the
 date specified therefor, (ii) if any prepayment or conversion of any of its
 Eurodollar Rate Loans occurs on a date that is not the last day of an Interest
 Period applicable to that Loan other than repayment under Section
 2.4(a)(iii)(B), 2.9, or 2.13, (iii) if any prepayment (including any mandatory
 or voluntary prepayment pursuant to Section 2.7 or other principal payment of
 any of its Eurodollar Rate Loans) is not made on any date specified in a notice
 of prepayment given by the Borrowers or (iv) as a consequence of any other
 default by the Borrowers in the repayment of their Eurodollar Rate Loans when
 required by the terms of this Agreement.

            (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or
 transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
 offices or the office of an Affiliate of that Lender.

            (e) Assumptions Concerning Funding of Eurodollar Rate Loans.
 Calculation of all amounts payable to a Lender under this Section 2.5 and under
 Section 2.9(a) shall be made as though that Lender had actually funded each of
 its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
 bearing interest at the rate obtained pursuant to clause (i) of the definition
 of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
 Rate Loan and having a maturity comparable to the relevant Interest Period and
 through the transfer of such Eurodollar deposit from an offshore office of that
 Lender to a domestic office of that Lender in the United States of America;
 provided, however, that each Lender may fund each of its Eurodollar Rate Loans
 in any manner it sees fit and the foregoing assumptions shall be utilized only
 for the purposes of calculating amounts payable under this Section 2.5 and
 under Section 2.9(a).

            SECTION 2.6 Letters of Credit. (a) Commitment. Subject to the terms
and conditions set forth in this Agreement, at any time and from time to time
through the day that is thirty (30) days prior to the applicable Maturity Date,
the Administrative Agent shall cause Bankers Trust Company or such other lender
designated by the Administrative Agent with the consent of such lender (the
"Issuing Bank") to issue such Letters of Credit for the account of the Borrowers
as the Borrowers may request by a request for Letter of Credit;


                                      -34-
<PAGE>

provided, however, that (i) upon issuance of such Letters of Credit, the sum of
the aggregate principal amount of all outstanding Loans plus the aggregate face
amount of all outstanding Letters of Credit issued for the account of the
Borrowers shall not exceed the Aggregate Commitment; (ii) at any time, the
aggregate face amount of all outstanding Letters of Credit issued for the
account of the Borrowers shall not exceed Ten Million Dollars ($10,000,000);
(iii) the term of any Letter of Credit shall not extend beyond the Maturity
Date; and (iv) all Letters of Credit are to be issued on a sight basis and only
in United States dollars.

      (b) Letter of Credit Request. The Borrowers shall deliver to the
Administrative Agent and the Issuing Bank a duly executed request for Letter of
Credit, in the form of Exhibit G hereto, not later than 10:00 A.M. (New York
time), at least five (5) Business days prior to the date upon which the
requested Letter of Credit is to be issued. The Borrowers shall further deliver
to the Administrative Agent and the Issuing Bank such additional instruments and
documents as the Administrative Agent and/or the Issuing Bank may reasonably
require, in conformity with the standard practices of its letter of credit
department, in connection with the issuance of such Letter of Credit.

      (c) Letter of Credit Fees. (i) As consideration for to the issuance of any
Letters of Credit requested pursuant to Section 2.6(b), the Borrowers jointly
and severally agree to pay to the Administrative Agent, for distribution to each
Lender in proportion to that Lender's Pro Rata Share, an annual letter of credit
issuing fee equal to the Applicable Eurodollar Margin per annum on the daily
aggregate face amount of all Letters of Credit outstanding and undrawn. The fees
provided for in this Section 2.6(c) shall be calculated on the basis of a
360-day year and the actual number of days elapsed and shall be payable
quarterly in arrears on the last Business Day of each January, April, July, and
October, commencing with the first such date to occur after the Effective Date
on which any Letter of Credit shall be outstanding, and on the Maturity Date.

             (ii) As additional consideration for the issuance of any Letters of
Credit pursuant to Section 2.6 hereof, in addition to the fee payable under
Section 2.6(c)(i) hereof, the Borrowers jointly and severally agree to pay to
each Issuing Bank, a facing fee, in addition to the processing, administrative,
and similar fees of the Issuing Bank in connection with the Letters of Credit,
equal to 0.15% per annum on the daily amount of the Letters of Credit issued by
such Issuing Bank and outstanding during such period; provided, however, that
the minimum facing fee shall be $500.00 per annum per Letter of Credit issued
and outstanding. The fees provided for in this Section 2.6(c)(ii) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable quarterly in arrears on the last Business Day of each
January, April, July, and October, commencing with the first such date to occur
after the Effective Date, and on the Maturity Date.

      (d) Notice to Lenders. Upon issuance of a Letter of Credit, the
Administrative Agent shall promptly notify the Lenders of the amount and terms
thereof. The Administrative Agent shall provide copies of each Letter of Credit
to the Lenders promptly following issuance thereof and shall notify the Lenders
promptly of all payments, reimbursements, expirations, negotiations, transfers
and other activity with respect to outstanding Letters of Credit.



                                      -35-
<PAGE>

      (e) Participation. Upon the issuance of a Letter of Credit, each Lender
shall be deemed to have purchased a pro rata issuer participation therein from
the Issuing Bank in an amount equal to the Lender's Pro Rata Share of the face
amount of the Letter of Credit.

      (f) Draws. Notwithstanding any other provisions of this Agreement, the
Borrowers hereby jointly and severally agree to reimburse the Issuing Bank, by
making payment to the Administrative Agent at its office, for any payment or
disbursement made by the Issuing Bank under any Letter of Credit immediately
after, and in any event on the date on which the Borrowers are notified by the
Issuing Bank of, such payment or disbursement. If and to the extent that any
amounts are drawn upon any Letters of Credit and are not reimbursed by the
Borrowers, the amount so drawn shall immediately be paid by the Administrative
Agent to the Issuing Bank, and, from the date of payment thereof by the Issuing
Bank, shall be considered (i) so long as there exists no Default or Event of
Default, a Eurodollar Rate Loan of the Administrative Agent having an initial
Interest Period of one month for all purposes hereunder and (ii) if there then
exists a Default or Event of Default, a purchase by the Administrative Agent of
the Issuing Bank's right to reimbursement in respect of such Letter of Credit.

      (g) Funding. Promptly after payment by the Issuing Bank of any amounts
drawn upon any Letter of Credit, and provided that reimbursement has not been
promptly made by the Borrowers by the payment date, the Administrative Agent
shall, without notice to or the consent of the Borrowers, direct the Lenders to
advance to the Administrative Agent, their Pro Rata Share of the amount of the
Loan of the Administrative Agent described in clause (i) of Section 2.6(f). The
proceeds of such advances shall be applied by the Administrative Agent to
reimburse it for the payment made by it to the Issuing Bank under the Letter of
Credit. All amounts paid by the Lenders pursuant to this Section 2.6(g) shall be
deemed to be (i) so long as there exists no Default or Event of Default, Loans
made pursuant to this Agreement and (ii) if there then exists a Default or Event
of Default, a purchase by each Lender of a participation in the Letter of Credit
Obligations in respect of such Letter of Credit.

      (h) Maturity Date. On the occurrence of the maturity of the Loans prior to
the expiration of all Letters of Credit, the Borrowers shall provide to the
Administrative Agent a standby letter of credit issued by a bank reasonably
satisfactory to the Administrative Agent, in form and substance satisfactory to
the Administrative Agent, in favor of the Administrative Agent in a face amount
equal to outstanding Letters of Credit on that date plus any outstanding Letter
of Credit fees which would be due through the expiry of each outstanding Letter
of Credit, or shall make other provisions satisfactory to the Administrative
Agent for the full collateralization, by cash or cash equivalent, of such
outstanding Letters of Credit. In the event of failure of the Borrowers to
comply with the requirement of this Section 2.6(h), such portion of the face
amount of all outstanding Letters of Credit as to which the Borrowers have
failed to comply shall be deemed to be immediately due and payable.

      (i) Amendments, Supplements Etc. The issuance of any supplement,
modification, amendment, or extension to or of any Letter of Credit shall be
treated in all respects the same as issuance of a new Letter of Credit.

      (j) Assumption of Risks. The Borrowers assume all risks of the acts or
omissions of any beneficiary or transferee of any Letter of Credit with respect


                                      -36-
<PAGE>

to its use of such Letter of Credit. Neither the Issuing Bank, the
Administrative Agent, any Lender nor any of their respective agents, officers or
directors shall be liable or responsible for, nor shall the Borrowers'
obligations hereunder in respect of such Letters of Credit be impaired as a
result of:

             (A) any lack of validity or enforceability of any Letter of Credit
             or any other agreement or instrument relating thereto (such Letter
             of Credit and any other agreement or instrument relating thereto
             being, collectively, the "Letter of Credit Documents");

             (B) the use that may be made of any Letter of Credit or any acts or
             omissions of any beneficiary or transferee in connection therewith;

             (C) any statement or any other document presented under a Letter of
             Credit proving to be forged, fraudulent, invalid or insufficient in
             any respect or any statement therein being untrue or inaccurate in
             any respect;

             (D) the existence of any claim, set-off, defense or other right
             that the Borrowers may have at any time against any beneficiary or
             any transferee of a Letter of Credit (or any Persons for whom any
             such beneficiary or any such transferee may be acting), the Issuing
             Bank or any other Person, whether in connection with the
             transactions contemplated by the Letter of Credit Documents or any
             unrelated transaction;

             (E) payment by the Issuing Bank against presentation of documents
             that do not comply with the terms of a Letter of Credit, including
             failure of any documents to bear any reference or adequate
             reference to the Letter of Credit; or

             (F) any other circumstances whatsoever in making or failing to make
             payment under any Letter of Credit.

In furtherance and not in limitation of the foregoing, the Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

            SECTION 2.7. Prepayments; Reduction of Aggregate Commitment. (a)
Voluntary Prepayments. The Borrowers from time to time may prepay the Loans, in
whole at any time or in part from time to time, without premium or penalty in
the case of prepayments applied to Loans, upon irrevocable written notice to the
Administrative Agent, given by the Borrowers, at least as early before the
proposed date of such prepayment as the corresponding time specified in Section
2.4(a)(i) hereof for notice of the borrowing of Loans, specifying the date of
prepayment and the amount of the prepayment; provided, however, that each
partial prepayment shall be in an aggregate amount not less than $2,000,000 or
any integral multiple of $500,000 in excess thereof (or such lesser amount of
the Loans having Loans as may remain outstanding). If any such notice is given,
the amount specified in such notice shall be due and payable in the manner and
by the time provided in Section 3.2 hereof, on the date specified in such
notice, together with accrued interest thereon to such date as provided in
Section 2.3(d)


                                      -37-
<PAGE>

hereof.  Amounts voluntarily prepaid pursuant to this Section 2.7(a) may be
reborrowed.

            (b) Mandatory Prepayments; Casualties. In the event a Borrower or a
Loan Party receives Net Casualty Proceeds as a result of damage to, destruction
of, or condemnation or Taking of, one or more Properties, the Borrowers will, on
the Business Day of receipt by such Loan Party of such Net Casualty Proceeds,
prepay the principal amount of the Loans in an amount equal to the amount of
such Net Casualty Proceeds, together with accrued interest thereon to such date.
Amounts mandatorily prepaid pursuant to this Section 2.7(b)(i) may be
reborrowed.

            (c) Reduction of Aggregate Commitment. The Borrowers may, upon
thirty (30) days' irrevocable written notice to the Administrative Agent,
terminate in whole or permanently reduce in part the Aggregate Commitment
without premium or penalty, provided, however, that, after giving effect to such
reduction, the Aggregate Commitment equals or exceeds the amount of the Loans
plus the Letter of Credit Obligations then outstanding. Any such partial
reduction of the Aggregate Commitment shall be in a minimum amount of
$5,000,000, or integral multiples of $1,000,000 in excess of that amount, and
shall reduce the Commitment of each Lender proportionately in accordance with
its Pro Rata Share.

            (d) Apportionment. Unless otherwise requested in writing by the
Borrowers, prepayments shall be applied first against ABR Loans then outstanding
before being applied against any Eurodollar Rate Loans then outstanding.

            SECTION 2.8. Interest on Delinquent Payments. All unpaid amounts due
under the Notes or the terms of this Agreement or any other Facility Document
that are not paid when due and payable (including, to the extent permitted by
law, unpaid interest on the Notes) shall bear simple interest, subject to the
provisions of Section 10.13 hereof, from and including its due date until paid
in full (whether before or after the occurrence of any Event of Default
described in Sections 9.1(f), (g) or (h) hereof) at the Default Rate. Unpaid
amounts that are not yet due and payable shall bear interest as otherwise
provided herein or in the other Facility Documents.

            SECTION 2.9. Additional Costs. (a) The Borrowers jointly and
severally agree to pay to the Administrative Agent from time to time for the
account of any Lender such amounts as such Lender may determine to be necessary
to compensate such Lender (or its bank holding company) for any increased costs
that such Lender (or bank holding company) determines are attributable to making
or maintaining any Loan or its obligation to make or maintain any Loan
hereunder, or any reduction in any amount receivable by such Lender hereunder in
respect of any of such Loan or such obligation (such increases in costs and
reductions in amounts receivable being herein called "Additional Costs"),
resulting from any Regulatory Change that:

      (i) shall subject any Lender (or its Applicable Lending Office for such
Loan) to any tax, duty or other charge in respect of such Loan or its Note or
changes the basis of taxation of any amounts payable to such Lender under this
Agreement or its Note in respect of such Loan (excluding changes in the rate of
tax on the overall net income of such Lender or of such Applicable Lending


                                      -38-
<PAGE>

Office by the jurisdiction in which such Lender has its principal office or such
Applicable Lending Office); or

      (ii) imposes or modifies any reserve, special deposit or similar
requirements (other than any Eurodollar Reserve Percentage utilized in the
determination of the interest rate for any Loan) relating to any extensions of
credit or other assets of, or any deposits with or other liabilities of, such
Lender, or any commitment of such Lender (including, without limitation, the
commitment of such Lender hereunder); or

      (iii) imposes on such Lender any other condition affecting this Agreement,
or such Lender's Note or its commitment or the other Facility Documents or the
transactions contemplated hereby or thereby.

If any Lender requests compensation from the Borrowers under this Section
2.9(a), the Borrowers may, by notice to such Lender (with copies to the
Administrative Agent), suspend the obligation of such Lender thereafter to
continue or to convert Loans affected thereby, until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 2.9(h) hereof shall be applicable); provided, however, that such
suspension shall not affect the right of such Lender to receive the compensation
so requested.

            (b) Without limiting the effect of the provisions of Section 2.9(a),
in the event that, by reason of any Regulatory Change, any Lender either (i)
incurs Additional Costs based on or measured by the excess above a specified
level of the amount of a category of deposits or other liabilities of such
Lender that includes deposits by reference to which the interest rate on
particular Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender that includes such Lender's
Loan or (ii) becomes subject to restrictions on the amount of such a category of
liabilities or assets that it may hold, then, if such Lender so elects by notice
to the Borrowers (with a copy to the Administrative Agent), the obligation of
such Lender to continue or to convert Loans affected thereby shall be suspended
until such Regulatory Change ceases to be in effect (in which case the
provisions of Section 2.9(h) hereof shall be applicable).

            (c) Without limiting the effect of the foregoing provisions of this
Section 2.9 (but without duplication), the Borrowers jointly and severally agree
to pay directly to each Lender from time to time on request such amounts as such
Lender may determine to be necessary to compensate such Lender (or, without
duplication, the bank holding company of which such Lender is a Subsidiary) for
any costs that it determines are attributable to the maintenance by such Lender
(or any Applicable Lending Office or such bank holding company), pursuant to any
law or regulation or any interpretation, directive or request (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) of any court or governmental or monetary authority (i) following any
Regulatory Change or (ii) implementing at the national level any risk based
capital guideline or other requirement (whether or not having the force of law
and whether or not the failure to comply therewith would be unlawful) hereafter
issued by any government or governmental or supervisory authority implementing
the Basle Accord (including, without limitation, the Final Risk Based Capital
Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R.


                                      -39-
<PAGE>

Part 208, Appendix A; 12 C.F.R. Part 225, Appendix A) and the Final Risk Based
Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R.
Part 3, Appendix A)), of capital in respect of its Loan (such compensation to
include, without limitation, an amount equal to any reduction of the rate of
return on assets or equity of such Lender (or any Applicable Lending Office or
such bank holding company) to a level below that which such Lender (or any
Applicable Lending Office or such bank holding company) could have achieved but
for such law, regulation, interpretation, directive or request). For purposes of
this Section 2.9(c), "Basle Accord" shall mean the proposals for risk based
capital framework described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper entitled "International Convergence of
Capital Measurement and Capital Standards" dated July 1988, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.

            (d) Each Lender shall notify the Borrowers of any event occurring
after the date of this Agreement entitling such Lender to compensation under
this Section 2.9(a) or 2.9(c) hereof as promptly as practicable, but in any
event within 45 days after such Lender obtains actual knowledge thereof;
provided, however, that (i) if any Lender fails to give such notice within 45
days after it obtains actual knowledge of such an event, such Lender shall, with
respect to compensation payable pursuant to this Section 2.9 in respect of any
costs resulting from such event, only be entitled to payment under this Section
2.9 for costs incurred from and after the date 45 days prior to the date that
such Lender does give such notice and (ii) each Lender will designate a
different Applicable Lending Office for the Loan of such Lender affected by such
event if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the sole opinion of such Lender, be
disadvantageous to such Lender, except that such Lender shall have no obligation
to designate an Applicable Lending Office located in the United States of
America. Each Lender will furnish to the Borrowers a certificate of such Lender
(or its bank holding company) setting forth the basis and amount of each request
by such Lender for compensation under this Section 2.9(a) or 2.9(c).
Determinations and allocations by any Lender or bank holding company for
purposes of this Section 2.9 of the effect of any Regulatory Change pursuant to
Section 2.9(a) or 2.9(c) hereof, or of the effect of capital maintained pursuant
to Section 2.9(c) hereof, on its costs or rate of return of maintaining its Loan
or its obligation to make its Loan, or on amounts receivable by it in respect of
its Loan, and of the amounts required to compensate such Lender or bank holding
company under this Section 2.9, shall be conclusive, absent manifest error.

            (e) The protection of this Section 2.9 shall be available to such
Lender or any bank holding company regardless of any possible contention of
invalidity or inapplicability of the law, regulation or condition that has been
imposed. In the event that any such law, regulation or condition is subsequently
held to be invalid or inapplicable and the result thereof is to eradicate any
such Additional Cost, such Lender shall promptly pay to the Borrowers, (upon
such Lender's receipt from its bank holding company in the case of compensation
previously paid to such bank holding company) an amount equal to the amount of
compensation paid by the Borrowers to such Lender for its account or the account
of a bank holding company as a result of such invalid or inapplicable law,
regulation or condition.

            (f) At any time within 60 days after any payment by the Borrowers of
any amount pursuant to Section 2.9(a) or 2.9(c) hereof that the Borrowers deem


                                      -40-
<PAGE>

to be material, the Borrowers, by writing addressed to the Administrative Agent
and each Lender that requested the payment of such amount, may nominate or
propose another bank or financial institution, including an Existing Lender,
that is willing to become the Replacement Lender or other Assignee of the
Commitment of such Lender pursuant to Section 12.1 hereof, and, within 10
Business Days after receipt of such proposal from the Borrowers, each such
Lender shall execute and deliver to the Administrative Agent an Assignment of
its entire Commitment in favor of the proposed Replacement Lender or other
Assignee in conformity with Section 12.1 hereof unless, prior to the expiration
of such period, the Administrative Agent shall have notified the Borrowers and
such Lender that the proposed Replacement Lender or other Assignee is not
reasonably acceptable to the Administrative Agent. In no event will (i) any
Lender be required to enter into an Assignment of its Commitment (A) at a price
less than par plus accrued interest and prorated fees to the effective date
thereof or (B) unless all such affected Lenders enter into Assignments of their
entire Commitment or (ii)_either of the Administrative Agent or Lenders be
obligated to assist the Borrowers in identifying any banks or financial
institutions that are willing to become a Replacement Lender or other Assignee.

            (h) If the obligation of any Lender to continue, or to convert Loans
shall be suspended pursuant to Section 2.9(a) or 2.13 hereof, such Lender's
Eurodollar Rate Loans shall be automatically converted into ABR Loans on the
last day(s) of the then current Interest Period(s) for Eurodollar Rate Loans
(or, in the case of a conversion required by Section 2.9(b) or 2.13 hereof, on
such earlier date as such Lender may specify to the Borrowers, with a copy to
the Administrative Agent) and, unless and until such Lender gives notice as
provided below that the circumstances specified in Section 2.9(a) or 2.9(b) or
2.13 hereof that gave rise to such conversion no longer exist:

      (i) to the extent that such Lender's Eurodollar Rate Loans have been so
converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Eurodollar Rate Loans shall be applied instead to its
ABR Loans; and

      (ii) all Loans that otherwise would be made or continued by such Lender as
Eurodollar Rate Loans shall be made or continued instead as ABR Loans, and all
ABR Loans of such Lender that otherwise would be converted into Eurodollar Rate
Loans shall remain as ABR Loans.

If such Lender gives notice to the Borrowers, with a copy to the Administrative
Agent that the circumstances specified in Section 2.9(a) or 2.9(b) or 2.13
hereof that gave rise to the conversion of such Lender's Eurodollar Rate Loans
pursuant to this Section 2.9(h) no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Rate Loans made by other Lenders are outstanding, then such Lender's ABR Loans
shall be automatically converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding Eurodollar Rate Loans of the same
duration, to the extent necessary so that, after giving effect thereto, all
Loans are held pro rata (as to principal amounts, interest rate and Interest
Periods) by the Lenders in accordance with their respective Commitments.

            SECTION 2.10. Use of Proceeds. The proceeds of all Loans (including
Letters of Credit) made by the Lenders to the Borrowers hereunder shall be used


                                      -41-
<PAGE>

by the Borrowers (a) to refinance the indebtedness under the Existing Agreement,
(b) for acquisitions of real properties and (c) for general working capital
purposes (but excluding Interest Expense and the amortization of the principal
portion of Indebtedness).

            SECTION 2.11. Payment on Non-Business Days. Whenever any payment to
be made under the Notes (other than principal of or any interest on Loans) or
under this Agreement or any other Facility Document shall be stated to be due on
a day that is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time in such case shall be
included in the computation of payment of interest or commitment fees, as the
case may be.

             SECTION 2.12.  Funding Losses.  (a) The Borrowers jointly and
severally agree to pay within 10 days after demand therefor such amount as will
compensate the Agents and the Lenders for any loss or reasonable expense they
sustain as a consequence of:

      (i) any default in payment of the principal amount of any Loan or any part
thereof or interest accrued thereon, or any other amount due,

      (ii) the occurrence of any Default or Event of Default hereunder,

      (iii) the receipt or recovery or conversion for any reason (including,
without limitation, any prepayment or any mandatory conversion pursuant to
Sections 2.4(c) or 2.7 hereof) of all or any part of such Loan prior to the last
day of the applicable Interest Period therefor, or

      (iv) any failure to borrow or to continue any Loan after submitting a Loan
Request or a Continuation Request relating thereto to the Administrative Agent,

including, but not limited to, (A) any loss or expense sustained or incurred in
liquidating or employing deposits from third parties acquired to effect or
maintain such Loan or any part thereof or (B) any loss of margin on reemployment
of the funds so received or recovered.

            (b) Each Lender shall be entitled to fund its Loans hereunder in
such manner as it may determine in its sole discretion; provided, however, that,
for the purposes of calculations under this Section 2.12, each Loan shall be
deemed to have been funded by the purchase in the Eurodollar interbank market of
a Dollar deposit in an amount comparable to the principal amount of such Loan
and having a maturity comparable to the applicable Interest Period therefor.

            (c) A certificate of the Administrative Agent or any Lender as to
any additional amounts payable pursuant to this Section 2.12 setting forth the
basis and method of determining such amounts shall be conclusive, absent
manifest error, as to the determination by the Administrative Agent or Lender
set forth therein.

            SECTION 2.13. Change in Legality.  (a)  If, anything to the contrary
herein contained notwithstanding, any applicable existing or future law,


                                      -42-
<PAGE>

regulation, guideline, treaty or directive or condition or interpretation
thereof (including, without limitation, any request, guideline or policy,
whether or not having the force of law), by any Governmental Authority charged
with the administration or interpretation thereof, or any change in any of the
foregoing shall make it unlawful or improper for any Lender or its Applicable
Lending Office to make or maintain any portion of its Loans as Eurodollar Rate
Loans, then, by oral notice to the Borrowers, and the Administrative Agent,
promptly confirmed in writing (which may be by teletransmission and which shall
state the basis for such notice), the Administrative Agent may declare that such
Lender's obligation to make or maintain Loans as Eurodollar Rate Loans is
suspended until such time as such Lender may again make and maintain Loans as
Eurodollar Rate Loans and all such Lender's Eurodollar Rate Loans shall convert
automatically into ABR Loans at the end of their then current Interest Period or
at such earlier time as such Lender may specify.

            (b) At any time within 60 days after notice from the Administrative
Agent pursuant to this Section 2.13 and thereafter until 60 days after the date
on which such notice is withdrawn, the Borrowers, by writing addressed to the
Administrative Agent and each Lender for which it has become unlawful or
improper to make or maintain any Loans as Eurodollar Rate Loans, may nominate or
propose other banks or financial institutions that are willing to become
Replacement Lenders or other Assignees of the Commitments of such Lenders
pursuant to Section 12.1 hereof, and, within 10 Business Days after receipt of
such proposal from the Borrowers, each such Lender shall execute and deliver to
the Administrative Agent an Assignment of its entire Commitment in favor of the
proposed Replacement Lender or other Assignee indicated in the Borrower's
proposal in conformity with Section 12.1 hereof unless, prior to the expiration
of such period, the Administrative Agent shall have notified the Borrowers, and
such Lender that one or more of the proposed Replacement Lenders or other
Assignees is not reasonably acceptable to the Administrative Agent. In no event
will (i) any Lender be required to enter into an Assignment of its Commitment
(A) at a price less than par plus accrued interest and prorated fees to the
effective date thereof or (B) unless all such affected Lenders enter into
Assignments of their entire Commitment or (ii)_either of the Administrative
Agent or the Lenders be obligated to assist the Borrowers in identifying any
banks or financial institutions that are willing to become Replacement Lenders
or other Assignees.



                                      -43-
<PAGE>

                                 ARTICLE III
                              FEES AND PAYMENTS

            SECTION 3.1. Fees. (a)__ Unused Line Fee. The Borrowers jointly and
severally agree to pay to the Administrative Agent, for distribution to each
Lender in proportion to that Lender's Pro Rata Share, a fee equal to Applicable
Unused Line Fee Margin per annum on the daily average amount by which the
Aggregate Commitment exceeds the outstanding principal balance of the Loans plus
the Letter of Credit Obligations. The fees provided for in this Section 3.1(a)
shall be calculated on the basis of a 360-day year and the actual number of days
elapsed and shall be payable monthly in arrears on the last day of each calendar
month, commencing with the first such date to occur after the Effective Date,
and on the Maturity Date.

            (b) Administration Fee. The Borrowers jointly and severally agree to
pay to the Administrative Agent an administration fee equal to $50,000 per
annum. The fee provided for in this Section 3.1(b) shall be payable quarterly in
arrears on the last day of each calendar quarter, commencing with the first such
date to occur after the Effective Date, and on the Maturity Date. The
administration fee shall be payable as provided in this subsection
notwithstanding that the amount borrowed shall be less than the amount of the
Aggregate Commitment.

            SECTION 3.2. Payments. Each payment (including each prepayment)
whether in respect of principal, interest, fees, increased costs, break funding
costs, or other amounts pursuant to this Agreement or the other Facility
Documents, shall be made to the Administrative Agent for the accounts of the
Persons entitled thereto. All such payments required to be made to the
Administrative Agent shall be made, without set-off, withholding, deduction, or
counterclaim, not later than 10:00 a.m., New York City time, on the date due, in
same day or immediately available funds, to such account as the Administrative
Agent shall specify from time to time by notice. Funds received after that time
shall be deemed to have been received by the Administrative Agent on the
following Business Day. The Administrative Agent shall remit in same day or
immediately available funds promptly to each Lender (or other holder of a Note
notified to the Administrative Agent) its share, if any, of such payments
received by the Administrative Agent for the account of such Lender or holder,
which shall be based upon (i) in the case of payments in respect of principal,
the Lenders' respective Loans and (ii) in the case of interest, the Lenders'
respective amounts of the ABR Loans and the Eurodollar Rate Loans.

            SECTION 3.3. Taxes. (a) Any and all payments by the Borrowers
pursuant to the Facility Documents shall be made, in accordance with the terms
hereof and thereof, free and clear of and without deduction for any and all
present or future taxes (other than any tax on the overall net income of any
Lender), levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, no matter in what jurisdiction (collectively,
"Indemnified Taxes"), except as required by law. If the Borrowers or the
Administrative Agent shall be required by law to deduct or withhold any
Indemnified Taxes from or in respect of any sum payable hereunder or under the
other Facility Documents to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this


                                      -44-
<PAGE>

Section 3.3) the Administrative Agent or Lender shall receive an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrowers shall make such deductions, (iii) the Borrowers shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law, and (iv) the Borrowers shall deliver to the
Administrative Agent evidence of such payment to the relevant Governmental
Authority within 30 days after making such payment.

            (b) In addition, the Borrowers jointly and severally agree to pay
any present or future stamp or documentary taxes, taxes on indebtedness or any
other excise, property or ad valorem taxes, charges or similar levies of the
United States or any State or political subdivision thereof or any applicable
foreign jurisdiction that arise from any payment made by them hereunder or from
the execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Facility Document (collectively, but excluding any income
or franchise taxes, "Other Taxes") and to deliver to the Administrative Agent
evidence of such payment to the relevant Governmental Authority.

            (c) The Borrowers jointly and severally agree to indemnify the
Administrative Agent and the Lenders for the full amount of Indemnified Taxes
and Other Taxes (including, without limitation, Indemnified Taxes and Other
Taxes imposed by any jurisdiction on amounts payable under this Section 3.3)
paid by the Administrative Agent or any Lender (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 10 days
after written demand therefor by the Administrative Agent or any Lender.

            (d) In the event that any such Indemnified Taxes or Other Taxes are
subsequently held to be invalid or inapplicable and the result thereof is to
eradicate the payment of any amounts paid pursuant to this Section 3.3, the
applicable Lender shall promptly notify the Administrative Agent and the
Borrowers of such fact and shall remit to the Borrowers (upon receipt by such
Lender from the relevant Governmental Authority of such amount, whether as a
refund or as a credit), an amount equal to such refund or credit. In the event
that a Lender otherwise receives a refund or credit for taxes paid or
indemnified by the Borrowers under this Section 3.3, such Lender shall notify
the Administrative Agent and the Borrowers, promptly of such fact and shall
remit to the Borrowers, the amount of such refund or credit applicable to the
payments made by the Borrowers in respect of such Lender under this Section 3.3.

            (e) Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in this Section 3.3 shall survive the payment in full of principal, interest,
fees and other amounts hereunder and under the other Facility Documents. For
each of the Indemnified Taxes or Other Taxes that is subject to a statute of
limitations by law, the indemnification by the Borrowers shall be limited in
duration to the actual expiration of the applicable statute of limitations.

            (f) (i) Each Lender, if any, that is not organized under the laws of
the United States of America or any State agrees (A) prior to the first payment
to such Lender of any amounts due to such Lender under the Facility Documents,
upon request by the Borrowers, to execute and deliver to the Borrowers, and the
Administrative Agent completed counterparts of IRS Forms 1001


                                      -45-
<PAGE>

or 4224 or W-8 (or any successor thereto or substitute therefor), as applicable,
which initially justify the complete elimination of United States withholding
obligations and (B) thereafter, upon written request by the Borrowers, from time
to time in order to maintain the effectiveness and accuracy of such tax forms
and otherwise to comply with United States tax laws, to execute and deliver to
the Administrative Agent and the Borrowers such additional or supplemental tax
forms with respect to amounts due to such Lender under the Facility Documents as
such Lender properly can execute in conformity with applicable law as in effect
at the time.

            (ii) Notwithstanding the other provisions of this Section 3.3, the
Borrowers shall not be obligated to indemnify either of the Administrative Agent
or any Lender that is not organized under the laws of the United States of
America or any State for or against (A) any Indemnified Taxes if such Lender
fails to comply with the provisions of Section 3.3(f)(i) hereof or (B) any
increase in the amount of Indemnified Taxes otherwise reimbursable to such
Lender that results directly from any voluntary action taken by such Lender
(whether by changing its Applicable Lending Office or otherwise) that increases
the amount of such Indemnified Taxes.

            (g) At any time within 60 days after any payment by the Borrowers of
any amount pursuant to Section 3.3(c) hereof that the Borrowers deem to be
material, the Borrowers, by writing addressed to the Administrative Agent and
the Lender that requested the payment of such amount, may nominate or propose
another bank or financial institution, including an existing Lender, that is
willing to become the Replacement Lender or other Assignee of the Commitment of
such Lender pursuant to Section 12.1 hereof, and, within 10 Business Days after
receipt of such proposal from the Borrowers, such Lender shall execute and
deliver to the Administrative Agent an Assignment of its entire Commitment in
favor of the proposed Replacement Lender or other Assignee in conformity with
Section 12.1 hereof unless, prior to the expiration of such period, the
Administrative Agent shall have notified the Borrowers, and such Lender that the
proposed Replacement Lender or other Assignee is not reasonably acceptable to
the Administrative Agent. In no event will (i) any Lender be required to enter
into an Assignment of its Commitment (A) at a price less than par plus accrued
interest and prorated fees to the effective date thereof or (B) unless all such
affected Lenders enter into Assignments of their entire Commitment or (ii)
either of the Administrative Agent or the Lenders be obligated to assist the
Borrower in identifying any banks or financial institutions that are willing to
become an Assignee.

            (h) Any Lender claiming additional amounts payable pursuant to this
Section 3.3 agrees to use its reasonable efforts to change the jurisdiction of
its lending office if the making of such change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and
would not be otherwise disadvantageous to such Lender. The parties agree that
New York, New York is an acceptable lending office jurisdiction for purposes of
this Section 3.3.



                                      -46-
<PAGE>

                                  ARTICLE IV
                                   GUARANTY

            SECTION 4.1. Guaranty of Payment. Subject to Section 4.7 below, each
of the Guarantors hereby, jointly and severally, unconditionally guarantees to
each Lender and the Agents the prompt payment of the Guaranteed Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) (the "Guaranty"). The Guarantors additionally,
jointly and severally, unconditionally Guarantee to each Lender and the Agents
the timely performance of all other obligations under Facility Documents. This
Guaranty is a guaranty of payment and not of collection and is a continuing
guaranty and shall apply to Guaranteed Obligations whenever arising.

            SECTION 4.2. Obligations Unconditional. The obligations of the
Guarantors hereunder are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Facility
Documents, or any other agreement or instrument referred to therein, to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor. Each Guarantor agrees that this
Guaranty may be enforced by the Lenders without necessity at any time of
resorting to or exhausting any other security or collateral and without the
necessity at any time of having recourse to the Notes any other of the Facility
Documents or any collateral, if any, hereafter securing the Guaranteed
Obligations or otherwise, and each Guarantor hereby waives the right to require
the Lenders to proceed against the Borrowers or any other Person (including a
co-guarantor) or to require the Lenders to pursue any other remedy or enforce
any other right. Each Guarantor further agrees that it shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrowers or
any other Guarantor of the Guaranteed Obligations for amounts paid under this
Guaranty until such time as Lenders been paid in full, all Commitments under
this Agreement have been terminated, and no Person or Governmental Authority
shall have any right to request any return or reimbursement of funds from the
Lenders in connection with monies received under the Facility Documents. Each
Guarantor further agrees that nothing contained herein shall prevent the Lenders
from suing on the Notes or any of the other Facility Documents or foreclosing
its security interest in or Lien on any collateral, if any, securing Guaranteed
Obligations or from exercising any other rights available to them under this
Agreement, the Notes, any other of the Facility Documents, or other instrument
of security, if any, and the exercise of any of the aforesaid rights and the
completion of any foreclosure proceedings shall not constitute a discharge of
any of any Guarantor's obligations hereunder; it being the purpose and intent of
each Guarantor that its obligations hereunder shall be absolute, independent and
unconditional under any and all circumstances. Neither any Guarantor's
obligations under this Guaranty nor any remedy for the enforcement thereof shall
be impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Borrowers or by reason of the bankruptcy or insolvency of any Borrowers. Each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Guaranteed Obligations and notice of or proof of reliance
of by any Agent or any Lender upon this Guarantee or acceptance of this
Guarantee. The Guaranteed Obligations, and any of them, shall conclusively be
deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Guarantee. All dealings between the
Borrowers and any of the Guarantors, on the one hand, and the Agents and the


                                      -47-
<PAGE>

Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon this Guarantee.

            SECTION 4.3. Modifications. Each Guarantor agrees that (a) all or
any part of the security now or hereafter held for the Guaranteed Obligations,
if any, may be exchanged, compromised or surrendered from time to time; (b) the
Lenders shall not have any obligation to protect, perfect, secure or insure any
such security interests, Liens or encumbrances now or hereafter held, if any,
for the Guaranteed Obligations or the properties subject thereto; (c) the time
or place of payment of the Guaranteed Obligations may be changed or extended, in
whole or in part, to a time certain or otherwise, and may be renewed or
accelerated, in whole or in part; (d) the Borrowers and any other party liable
for payment under the Facility Documents may be granted indulgences generally;
(e) any of the provisions of the Notes or any of the other Facility Documents
may be modified, amended or waived; (f) any party (including any co-guarantor)
liable for the payment thereof may be granted indulgences or be released; and
(g) any deposit balance for the credit of the Borrowers or any other party
liable for the payment of the Guaranteed Obligations or liable upon any security
therefor may be released, in whole or in part, at, before or after the stated,
extended or accelerated maturity of the Guaranteed Obligations, all without
notice to or further assent by such Guarantor, which shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence or release. Each Guarantor hereby
appoints Cornerstone as its agent to execute and deliver any amendments to or
modifications or waivers of the Facility Documents, and the Agents and the
Lenders may rely on such appointment until such time as a Guarantor advises the
Agents and the Lenders in writing that Cornerstone is no longer authorized to so
act as its agent.

            SECTION 4.4. Waiver of Rights. Each Guarantor expressly waives to
the fullest extent permitted by applicable law: (a) notice of acceptance of this
Guaranty by the Lenders and of all extensions of credit to the Borrowers by the
Lenders; (b) presentment and demand for payment or performance of any of the
Guaranteed Obligations; (c) protest and notice of dishonor or of default (except
as specifically required in this Agreement) with respect to the Guaranteed
Obligations or with respect to any security therefor; (d) notice of the Lenders
obtaining, amending, substituting for, releasing, waiving or modifying any
security interest, Lien or encumbrance, if any, hereafter securing the
Guaranteed Obligations, or the Lenders' subordinating, compromising, discharging
or releasing such security interests, Liens or encumbrances, if any; (e) all
other notices to which such Guarantor might otherwise be entitled; and (f)
demand for payment under this Guaranty.

            SECTION 4.5. Reinstatement. The obligations of the Guarantors under
this Article IV shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Person in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and each Guarantor agrees that it
will indemnify the Agents and each Lender on demand for all reasonable costs and
expenses (including, without limitation, reasonable fees of counsel) incurred by
an Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.


                                      -48-
<PAGE>

            SECTION 4.6. Remedies. The Guarantors agree that, as between the
Guarantors, on the one hand, and the Agents and the Lenders, on the other hand,
the Guaranteed Obligations may be declared to be forthwith due and payable as
provided in Article IX (and shall be deemed to have become automatically due and
payable in the circumstances provided in Article IX) notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing such
Guaranteed Obligations from becoming automatically due and payable) as against
any other Person and that, in the event of such declaration (or such Guaranteed
Obligations being deemed to have become automatically due and payable), such
Guaranteed Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors.

            SECTION 4.7. Limitation of Guaranty. Notwithstanding any provision
to the contrary contained herein or in any of the other Facility Documents, to
the extent the obligations of any Guarantor shall be adjudicated to be invalid
or unenforceable for any reason (including, without limitation, because of any
applicable state or federal law relating to fraudulent conveyances or
transfers), then the obligations of such Guarantor hereunder shall be limited to
the maximum amount that is permissible under applicable law (whether federal or
state and including, without limitation, the Bankruptcy Code). The Borrowers and
the Guarantors agree to enter into a contribution agreement in form and
substance satisfactory to the Agents on or before the Effective Date providing
for contribution and indemnity among the Loan Parties.




                                      -49-
<PAGE>

                   ARTICLE V REPRESENTATIONS AND WARRANTIES

            In order to induce the Agents and the Lenders to enter into this
Agreement and to make the Loans herein provided for, the Loan Parties hereby
jointly and severally make the following representations and warranties, which
shall survive the execution and delivery of the Facility Documents:

            SECTION 5.1. Organization and Good Standing. Each Loan Party is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization. Each Loan Party (a) is duly qualified and in good
standing and authorized to do business in every other jurisdiction where
ownership of its properties or the conduct of its business requires it to be so
unless the failure to be so qualified, in good standing or authorized would not
have a Material Adverse Effect and (b) has the requisite corporate or trust
power and authority to own its properties and to carry on its business as now
conducted and as proposed to be conducted.

            SECTION 5.2. Due Authorization. Each Loan Party (a) has the
requisite corporate, partnership or trust power and authority to execute,
deliver and perform this Agreement and the other Facility Documents to which it
is a party and to incur the obligations herein and therein provided for and (b)
is duly authorized to, and has been authorized by all necessary corporate,
partnership or trust action, to execute, deliver and perform this Agreement and
the other Facility Documents to which it is a party.

            SECTION 5.3. No Conflicts. Neither the execution and delivery of the
Facility Documents, nor the consummation of the transactions contemplated
therein, nor performance of and compliance with the terms and provisions thereof
by the Loan Parties will (a) violate or conflict with any provision of, as
applicable, their respective articles or certificate of incorporation or bylaws
or partnership agreement or certificate of formation or operating agreement or
certificate of trust, (b) violate, contravene or conflict, in each case, in any
material respect, with any law, regulation (including, without limitation,
Regulation U or Regulation X), order, writ, judgment, injunction, decree or
permit applicable to any of them, (c) violate, contravene or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which any of them is a party or by which any of them may be bound,
the violation of which could have a Material Adverse Effect, or (d) result in or
require the creation of any Lien upon or with respect to any of their
properties.

            SECTION 5.4. Consents. No consent, approval, authorization or order
of, or filing, registration or qualification with, any court or Governmental
Authority or third party in respect of any Loan Party is required in connection
with the execution, delivery or performance of this Agreement or any of the
other Facility Documents by such Loan Party.

            SECTION 5.5. Enforceable Obligations. This Agreement and the other
Facility Documents have been duly executed and delivered and constitute legal,
valid and binding obligations of each Loan Party thereto enforceable against
such Loan Party in accordance with their respective terms, except as may be
limited by bankruptcy or insolvency lave or similar laws affecting creditors'
rights generally or by general equitable principles.



                                      -50-
<PAGE>

            SECTION 5.6. No Default. No Loan Party is in default in any respect
under any contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound which default would have or would be reasonably
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred or exists except as previously disclosed in writing to the Lenders.

            SECTION 5.7. Ownership. As of the Effective Date, each Loan Party is
the owner of, and has good and marketable title to, all of its respective
assets, free and clear of all Liens except (a) as set forth on Schedule 5.7, (b)
Permitted Encumbrances, (c) Liens provided for in Section 8.1(f), and (d) Liens
the existence or enforcement of which, individually or in the aggregate, would
not result in a Material Adverse Effect. At all times after the Effective Date,
each Loan Party is the owner of, and has good and marketable title to, all of
its respective assets, free and clear of all Liens except (x) as provided for in
Section 8.1, and (y) Permitted Encumbrances.

            SECTION 5.8. Indebtedness. The Loan Parties have no Indebtedness
except (a) as set forth on Schedule 5.8 and (b) as otherwise permitted by this
Agreement. Schedule 5.8 accurately sets forth the outstanding principal amounts
and the maturity dates of the Indebtedness of the Loan Parties and identifies
the holders of the obligations thereunder as of the date hereof.

            SECTION 5.9. Litigation. There are no actions, suits or legal,
equitable, arbitration or administrative proceedings, pending or, to the
knowledge of any Loan Party, threatened against a Loan Party which could have or
might be reasonably expected to have a Material Adverse Effect.

            SECTION 5.10. Taxes. Each Loan Party has filed, or caused to be
filed, all tax returns (federal, state, local and foreign) required to be filed
and paid (a) all amounts of taxes shown thereon to be due (including interest
and penalties) and (b) all other taxes, fees, assessments and other governmental
charges owing by it, except for such taxes (i) which are not yet delinquent or
(ii) that are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with GAAP. No
Loan Party is aware of any proposed tax assessments against it.

            SECTION 5.11. Compliance with Law. Each Loan Party is in compliance
with all laws, rules, regulations, orders and decrees (including, without
limitation, Environmental Laws) applicable to it, or to its properties, unless
such failure to comply would not have a Material Adverse Effect.

            SECTION 5.12.  Subsidiaries.  Set forth on Schedule 5.12 is a
complete list of all direct and indirect subsidiaries of the Borrowers and the
Guarantors and the type and amount of ownership of each.

            SECTION 5.13. Use of Proceeds; Margin Stock. The proceeds of the
Loans hereunder will be used solely for the purposes specified in Section 2.10.
None of the proceeds of the Loans will be used for the purpose of purchasing or
carrying any "margin stock" as defined in Regulation U. Regulation X or
Regulation G, or for the purpose of reducing or retiring any indebtedness which
was originally incurred to purchase or carry "margin stock" or any "margin
security" or for any other purpose which might constitute this transaction a


                                      -51-
<PAGE>

"purpose credit" within the meaning of Regulation U, Regulation X, Regulation G
or Regulation T. None of the Loan Parties owns any "margin stock".

            SECTION 5.14. Government Regulation. No Loan Party is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Investment Company Act of 1940 or the Interstate Commerce Act,
each as amended. In addition, no Loan Party is (a) an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, or controlled by such a company, or (b) a "holding company,"
or a "Subsidiary company" of a "holding company," or an "affiliate" of a
"holding company" or of a "Subsidiary" or a "holding company," within the
meaning of the Public Utility Holding Company Act Of 1935, as amended. No
director, executive officer or principal shareholder of any Loan Party or any of
its Subsidiaries is a director, executive Officer or principal shareholder of
any Lender. For the purposes hereof the terms "director," "executive officer"
and "principal shareholder" (when used with reference to any Lender) have the
respective meanings assigned thereto in Regulation 0 issued by the Board of
Governors of the Federal Reserve System.

            SECTION 5.15. Intellectual Property. Each Loan Party owns, or has
the legal right to use, all trademarks, tradenames, copyrights, technology,
know-how and recourses (the "Intellectual Property") necessary for each of them
to conduct to its business as currently conducted except for those the failure
to own or have which legal right to use would not have a Material Adverse
Effect.

            SECTION 5.16.  Solvency.  Each Loan Party is and, after consummation
of the transactions contemplated by this Agreement, will be Solvent.

            SECTION 5.17. Disclosure. To the best knowledge of the Borrowers,
neither this Agreement nor any financial statements delivered to the Agents or
the Lenders nor any other document, certificate or statement furnished to the
Agents or the Lenders by or on behalf of any in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
therein or herein not misleading.

            SECTION 5.18. Licenses, etc. The Loan Parties have obtained and hold
in full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditations, easements, rights of way and
other rights, consents and approvals which are necessary for the operation of
their respective businesses as presently conducted, except where the failure to
obtain same would not have a Material Adverse Effect.

            SECTION 5.19. No Burdensome Restrictions. No Loan Party is a party
to any agreement or instrument or subject to any other obligation or any charter
or corporate restriction or any provision of any applicable law, rule or
regulation which, individually or in the aggregate, would have or be reasonably
expected to have a Material Adverse Effect.

            SECTION 5.20. ERISA. (i) Except as set forth on Schedule 5.20
hereto, neither the Loan Parties nor any ERISA Affiliate maintains, or
participates in, and has not at any time maintained or participated in, any
ERISA Plan. The Loan Parties and each of their ERISA Affiliates are in
compliance with all applicable provisions and requirements of ERISA and the
regulations and


                                      -52-
<PAGE>

published interpretations thereunder with respect to each Employee Benefit Plan,
and have performed all their obligations under each Employee Benefit Plan.

            (ii) No ERISA Event has occurred or is reasonably expected to occur.

            (iii) Except to the extent required under Section 4980B of the Code,
no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employees of the
Loan Parties or any of their ERISA Affiliates.

            (iv) As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $100,000.

            SECTION 5.21. Hazardous Materials; Asbestos.  Except as disclosed in
Schedule 5.21 hereto, to the knowledge of the Loan Parties:

            (a) The Loan Parties are in compliance with all Legal Requirements
pertaining to Hazardous Materials the failure with which to comply would have a
Material Adverse Effect. None of the Properties and no other Property used by
the Loan Parties is included or proposed for inclusion on the National
Priorities List issued pursuant to CERCLA or on the Comprehensive Environmental
Response Compensation and Liability Information System maintained by the EPA or
on any analogous list maintained by any other Governmental Authority and has not
otherwise been identified by the EPA as a potential CERCLA site.

            (b) The Loan Parties have not, at any time, and, to the actual
knowledge of the Borrower, no other Person has at any time, used, handled,
stored, buried, retained, refined, transported, processed, manufactured,
generated, produced, spilled, released, allowed to seep, escape or leach, or
pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or
otherwise disposed of, any Hazardous Materials at or about the Properties or any
other real property owned or occupied by any Loan Party except for use and
storage for use of reasonable amounts of ordinary supplies and other substances
customarily used in the operation of commercial office buildings; and provided,
however, that such use and/or storage for use is in substantial compliance with
applicable Legal Requirements.

            (c) No actions, suits, or proceedings have been commenced, are
pending or, to the actual knowledge of the Borrower, threatened in writing with
respect to any Legal Requirements governing the use, manufacture, storage,
treatment, Release, disposal, transportation, or processing of Hazardous
Materials with respect to any Property or any part thereof which could have a
Material Adverse Effect. The Loan Parties have received no written notice of and
have no actual knowledge of any fact, condition, occurrence or circumstance
which could reasonably be expected to give rise to a claim under or pursuant to
any existing Legal Requirements pertaining to Hazardous Materials on, in, under
or originating from any Property or any part thereof or any other real property
owned or occupied by any Loan Party or arising out of the conduct of any Loan
Party, including claims for the presence of Hazardous Materials at any other
property which could have a Material Adverse Effect.


                                      -53-
<PAGE>

            (d) Other than as set forth in reviews, reports and surveys copies
of which have been delivered to the Agents, there have occurred no uses,
manufactures, storage, treatments, Releases, disposals, transportation, or
processing of Hazardous Materials with respect to any Property except those
which, taken as a whole, would not have a Material Adverse Effect.

            SECTION 5.22. Federal Tax Matters.  (i) Cornerstone has at all times
since 1983 elected to be taxed as a REIT under the Code.

            (ii) None of the Loan Parties is a "foreign person" within the
meaning of Section 1445 or 7701 of the Code.




                                      -54-
<PAGE>

                                  ARTICLE VI
                             CONDITIONS PRECEDENT

            SECTION 6.1.  Conditions to Making of Loans.  (a)  The occurrence of
the Initial Funding Date is subject to the satisfaction of the following
conditions precedent:

      (i) The Administrative Agent shall have received on behalf of the Agents
and the Lenders, on or before the Effective Date, the following, each in form
and substance reasonably satisfactory to the Administrative Agent in all
respects:

      an original counterpart of this Agreement and an original Note for each
initial Lender, executed by Authorized Officers of the Borrowers;

      (2) a copy of the articles or certificate of incorporation, partnership
agreement, certificate of limited partnership, limited liability agreement, or
declaration of trust, as the case may be, of the Borrowers and each of the
Guarantors and all amendments thereto, certified as of a recent date by the
appropriate State official, and certified by the Secretary or an Assistant
Secretary of each of the Borrowers and each of the Guarantors to the effect that
such documents or instruments have not been amended since such date;

      (3) a copy of the by-laws, as applicable, of Cornerstone and each of the
Guarantors as in effect as of the Initial Funding Date, certified by a Secretary
or Assistant Secretary of the Borrower and each of the Guarantors;

      (4) a copy of the resolutions of the board of directors, members or
partnership consent, as the case may be, of each of the Borrowers and each of
the Guarantors or their respective general partners, as the case may be,
approving each of the Facility Documents to which it is a party and each of the
other instruments and documents to be executed by the Borrowers and each of the
Guarantors and delivered to the Administrative Agent and the Lenders pursuant to
this Section 6.1(a), certified by a Secretary or an Assistant Secretary of each
of the Borrowers (or its general partner, as the case may be) and each of the
Guarantors, and certified copies of all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect thereto;

      (5) a certificate of a Secretary or an Assistant Secretary of each of the
Borrowers (or its general partner, as the case may be) and each of the
Guarantors certifying the names and true signatures of the Authorized Officers
of each of the Borrowers and each of


                                      -55-
<PAGE>

the Guarantors authorized to sign each document to which it is a signatory and
which is to be delivered by it hereunder or pursuant to any other Facility
Document;

      (6)  an opinion or opinions of counsel to the Borrowers and the
Guarantors, subject to customary limitations and qualifications, covering such
matters incident to the transactions contemplated by this Agreement to occur on
or before the Initial Funding Date as the Administrative Agent or the Required
Lenders reasonably may request, including, without limitation, as to the due
authorization, execution and delivery by each of the Borrowers and each of the
Guarantors and the enforceability of all Facility Documents delivered pursuant
to this Section 6.1(a), and compliance with margin regulations;

      (7) title insurance respecting each of the Existing Properties as
evidenced by copies of the most recent fully effective title insurance policies
(or marked and signed title insurance binders to the extent such policies have
not been issued or are not other otherwise available) and current Uniform
Commercial Code lien searches on the Borrower and each of the Guarantors; and

      (8) evidence of insurance required under Section 7.6 hereof, reasonably
satisfactory to the Administrative Agent.

      (ii) The Administrative Agent on behalf of the Agents and the Lenders
shall have received all information and copies of all documents, including,
without limitation, records of requisite corporate or other approvals, actions
and proceedings which the Administrative Agent and its counsel reasonably may
have requested in connection therewith, such documents, where so requested, to
be certified by appropriate Persons.

      (iii) The Borrowers shall have paid to the Agents all fees owing under the
Fee Letter, and the Loan Parties shall have paid to the Administrative Agent all
third-party fees, costs and expenses incurred or sustained by the Administrative
Agent and the Syndication Agent (including all attorneys' fees and disbursements
of independent counsel retained by them) in connection with the preparation,
execution and delivery of this Agreement, the other Facility Documents and any
related documents and the other transactions contemplated by Article II hereof.

      (iv) The Loan Parties shall have paid to the Administrative Agent all fees
then due pursuant to Section 3.1 hereof.

      (v) Each of the representations and warranties made in or pursuant to any
Facility Document shall be true and correct in all material respects when made
and on and as of the Initial Funding


                                      -56-
<PAGE>

Date (except to the extent any representation or warranty expressly relates to
an earlier date).

      (vi) No Default or Event of Default shall have occurred and be continuing
on such date or after giving effect to the occurrence of the Initial Funding
Date and all other transactions contemplated by this Article VI.

      (vii) No event, act or condition having or causing a Material Adverse
Effect shall have occurred since September 30, 1997.

            (b) The obligation of any Lender to fund Loans (including Loans made
on the Initial Funding Date) is subject to the satisfaction of the following
conditions precedent:

      (i) The Administrative Agent shall have received a Loan Request, executed
by an Authorized Officer of a Borrower and submitted on or before the applicable
time set forth in Section 2.4(a) hereof.

      (ii) The Loan Parties shall have paid to the Administrative Agent all fees
then due pursuant to Section 3.1 hereof.

      (iii) The Administrative Agent shall have received, on behalf of the
Agents and the Lenders, an Officer's Certificate from Cornerstone, individually
and as sole general partner of Cornerstone LP, certifying that (1) each of the
representations and warranties made in or pursuant to any Facility Document
shall be true and correct in all material respects when made and on and as of
the Funding Date (except to the extent any representation or warranty expressly
relates to an earlier date), and (2) no Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the making of
the Loans requested in the applicable Loan Request.






                                      -57-
<PAGE>

                                 ARTICLE VII
                            AFFIRMATIVE COVENANTS

            The Loan Parties jointly and severally covenant and agree that,
until the Notes, together with interest and all other Indebtedness of the Loan
Parties to the Administrative Agent, the Syndication Agent or the Lenders under
this Agreement and the other Facility Documents, are paid in full, unless
specifically waived in writing by the Required Lenders:

            SECTION 7.1.  Financial Statements and Other Information.  The Loan
Parties shall furnish to the Administrative Agent:

      (a) Quarterly Financial Statements. As soon as practicable and in any
event within 45 days after the close of each of the first three fiscal quarters
of each fiscal year with respect to the financial statements referred to herein,
consolidated balance sheets of the Loan Parties and their Subsidiaries,
consolidated statements of income and retained earnings of the Loan Parties and
their Subsidiaries, and consolidated statements of cash flow of the Loan Parties
and their Subsidiaries, as at the end of and for the quarterly period then ended
and as at and for the period commencing at the end of the previous fiscal year
and ending with such quarter, all in reasonable detail and certified by the
chief financial officer of Cornerstone to be true and correct in all material
respects and to have been prepared in accordance with GAAP (except for the
omission of footnotes), subject to normal recurring year-end audit adjustments;

      (b) Annual Financial Statements. As soon as practicable and in any event
within 90 days after the end of each fiscal year of the Loan Parties commencing
with the fiscal year ending December 31, 1997, consolidated balance sheets of
the Loan Parties and their Subsidiaries, consolidated statements of income and
retained earnings of the Loan Parties and their Subsidiaries, and consolidated
statements of cash flow of the Loan Parties and their Subsidiaries, as at the
end of and for the fiscal year just closed, all in reasonable detail, presented
in a manner consistent with the financial statements for the preceding fiscal
year (if any), and, with respect to such consolidated statements, certified
(without any going concern or scope of audit qualification) by Coopers & Lybrand
LLP, independent certified public accountants, or such other firm of independent
certified public accountants of recognized national standing as the Borrowers
may select from time to time;

      (c) No Default Reports and Compliance Certificates. Concurrently with the
delivery of the financial statements required to be furnished under Section
7.1(a) and 7.1(b) hereof, a certificate, in the form annexed hereto as Exhibit
H, signed by the chief financial officer of Cornerstone individually and as sole
general partner of Cornerstone LP,, and promptly upon the occurrence of any
Default or Event of Default, certificates signed by Authorized Officers of the
Loan Parties stating (A) that a review of the activities of the Loan Parties
during such period has been made


                                      -58-
<PAGE>

under their immediate supervision with a view to determining whether the Loan
Parties have observed, performed and fulfilled all of their obligations under
the Facility Documents, and (B) that there existed during such period no Default
or Event of Default or if any such Default or Event of Default has occurred and
is continuing, specifying the nature thereof, the period of existence thereof
and what action the Loan Parties propose to take, or have taken, with respect
thereto; each such certificate shall be accompanied by a schedule setting forth
the computations as of the end of such period of each of the financial ratios or
tests specified in Section 8.5 through 8.10 hereof, if any, that are applicable
to the Loan Parties;

      (d) Management Letters. Concurrently with the delivery of the financial
statements required to be furnished under Section 7.1(b) hereof, any management
letters prepared by the independent certified public accountants of the Loan
Parties described above, setting forth any weaknesses in the accounting and
control procedures of the Loan Parties;

      (e) Accountants' Certification. Concurrently with the delivery of the
financial statements required to be furnished under Section 7.1(b), a written
statement of the independent certified public accountants of the Loan Parties
described above stating that, in connection with their audit examination,
nothing came to their attention that caused them to become aware of any Default
or Event of Default that has occurred and is continuing and that relates to
financial or other accounting matters or the financial ratios and restrictions
contained in Article VIII, or, if such accountants have become aware of such
event, describing it (such written statement may be qualified by a certification
of such accountants that their audit was not directed primarily toward obtaining
knowledge of such events);

      (f) SEC Filings and Press Releases. Promptly upon their becoming
available, copies of (i) all financial statements, reports, notices and proxy
statements sent or made available generally by the Borrowers to their respective
security holders, (ii) all regular and periodic reports and all registration
statements (other than on Form S-8 or a similar form) and prospectuses, if any,
filed by Cornerstone with the NYSE, any other securities exchange or with the
Securities and Exchange Commission or any other Governmental Authority or
private regulatory authority, and (iii) all press releases and other statements
made available generally by the Loan Parties or any of their Subsidiaries to the
public concerning material developments in the business of the Loan Parties or
such Subsidiary;

      (g) Rent Rolls. Within 45 days after the end of each fiscal quarter (or
otherwise more frequently as requested by the Administrative Agent), a true,
complete and correct Rent Roll for each Property for such preceding fiscal
quarter, accompanied by an Officer's Certificate, dated as of the date of
delivery of such Rent


                                      -59-
<PAGE>

Roll, certifying that such Rent Roll is true, correct and complete in all
material respects.

      (h) Governmental Notices. Promptly upon the issuance or filing or receipt
thereof, copies of all material reports, written notices and other materials
sent by the Loan Parties to, or received by the Loan Parties from, any
Governmental Authority (including, without limitation, the Internal Revenue
Service and the PBGC);

      (i) ERISA Events and Notices. (i) promptly upon becoming aware of the
occurrence of any ERISA Event, a written notice specifying the nature thereof,
what action the Loan Parties or any of their ERISA Affiliates has taken, is
taking or proposes to take with respect thereto and, when known, any action
taken or threatened by the Internal Revenue Service, the Department of Labor or
the PBGC with respect thereto; and (ii) with reasonable promptness, copies of
(A) each Schedule B (Actuarial Information) to the annual report (Form 5500
Series) filed by the Borrowers or any of their respective ERISA Affiliates with
the Internal Revenue Service with respect to each Pension Plan; (B) all notices
received by the Loan Parties or any of their ERISA Affiliates from a
Multiemployer Plan sponsor concerning an ERISA Event; and (C) such other
documents or governmental reports or filings relating to any Employee Benefit
Plan as the Administrative Agent shall reasonably request;

      (j) Environmental Reporting. As soon as practicable following receipt
thereof, copies of all environmental audits and reports, whether prepared by
personnel of the Loan Parties or any of its Subsidiaries or by independent
consultants, with respect to significant environmental matters at any Property
or which relate to a claim under Environmental Laws which could result in a
Material Adverse Effect;

      (k). Other Information. With reasonable promptness, such additional
information regarding the business, financial or corporate affairs of the Loan
Parties as the Administrative Agent, at the request of any Lender, reasonably
may request from time to time.

            SECTION 7.2. Notice of Certain Events. The Loan Parties shall give
written notice to the Administrative Agent:

      (a) promptly upon obtaining knowledge thereof, of any written notice of a
violation or violations received by the Loan Parties or any of their
Subsidiaries from any Governmental Authority which, if such violation or
violations were established, could reasonably be expected to have a Material
Adverse Effect;

      (b) promptly upon obtaining knowledge thereof, of any Default or Event of
Default, specifying the nature and extent thereof;

      (c) promptly upon obtaining knowledge thereof, of any breach or default by
any of the Loan Parties or any of their Subsidiaries or Affiliates with respect
to any material term of (A) any evidence of any secured or recourse
Indebtedness, any Contingent Obligation,


                                      -60-
<PAGE>

or any Property Obligation or (B) any loan agreement, mortgage, indenture or
other agreement relating to such Indebtedness, Contingent Obligation or Property
Obligation, if the effect of such breach or default is to cause, or permit the
holder or holders of that evidence of Indebtedness, Contingent Obligation or
Property Obligation (or a trustee on behalf of such holder or holders) or
agreement described in the foregoing subclauses (ii)(A) and (ii)(B) to cause,
that Indebtedness, Contingent Obligation or Property Obligation to become or be
declared due and payable prior to its stated maturity or the stated maturity of
any underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise), or to allow the contraparty to such
Property Obligation to terminate such Property Obligation;

      (d) promptly upon obtaining knowledge thereof, of any other matter or
matters that have or cause or could reasonably be expected to have or cause a
Material Adverse Effect;

      (e) promptly upon obtaining knowledge thereof, of any attachment,
judgment, lien, levy or order which may be placed on or assessed against or
threatened in writing against a Loan Party or any of its Subsidiaries which is
material to any Loan Party;

      (f) promptly, and in any event within 10 days of a good faith
determination of an Authorized Officer, of all legal or arbitral proceedings or
investigations (including, without limitation, by any Governmental Authority)
against or relating to any Loan Party or any Property that (either individually
or in the aggregate) could reasonably be expected to have a Material Adverse
Effect and, to the extent permitted by law and requested by the Administrative
Agent, a copy of all material documents served on the Loan Parties relating to
any such proceeding or investigation;

      (g) promptly, and in any event within 10 days after obtaining knowledge
thereof, of all legal or arbitral proceedings or investigations affecting the
Loan Parties or any of their Subsidiaries that:

      (i) question or challenge either the validity, enforceability or priority
of any Facility Document;

      (ii) seek to rescind, terminate, revoke, cancel, withdraw, suspend, modify
or withhold any necessary license, permit, registration or membership of the
Loan Parties;

and, to the extent permitted by law and requested by the Administrative Agent, a
copy of all documents served on the Loan Parties relating to any such proceeding
or investigation;

      (h) promptly, and in any event within 10 days after obtaining knowledge
thereof, of all legal or arbitral proceedings or investigations (i) affecting
the Properties or (ii) arising out of or in respect to any Property Obligations,
and which, if adversely determined, would have a Material Adverse Effect;


                                      -61-
<PAGE>

      (i) promptly upon obtaining knowledge thereof, any fact, condition,
occurrence or circumstance which could reasonably be expected to give rise to a
claim under or pursuant to any existing Legal Requirements pertaining to
Hazardous Materials on, in, under or originating from any Property or any part
thereof or any other real property owned or occupied by any Loan Party or
arising out of the conduct of any Loan Party, including claims for the presence
of Hazardous Materials at any other property, and in each case which could
result in a Material Adverse Effect;

      (j) promptly, and in any event at least 10 Business Days prior to the
occurrence, of any event giving rise to a mandatory prepayment of the Loans
under Section 2.7(b);

      (k) promptly, and in any event no later than 10 days prior to the
occurrence thereof, of any sales or purchases of assets in an amount in excess
of $10,000,000 in book value and of any issuances of debt or equity securities
or incurrences of any Indebtedness, in each case by any of the Loan Parties; and

      (l) promptly, and in any event within 1 Business Day after the occurrence
thereof, any change in the senior unsecured indebtedness rating of the Borrower
from Moody's or S&P.

For the purposes of this Section 7.2, the Loan Parties will be deemed to have
and obtain knowledge of any event or condition when any Authorized Officer of
the Loan Parties has or obtains actual knowledge thereof.

            SECTION 7.3. Maintain Existence. Except as permitted under Section
8.13 or 8.18 hereof, the Loan Parties and each of their Subsidiaries shall do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its corporate or trust existence, as the case may be, and all rights,
licenses, permits and franchises required or useful in the conduct of its
business.

            SECTION 7.4 Qualified Income Covenant; Cornerstone Common Stock. (a)
Each Borrower will conduct its affairs and the affairs of its Subsidiaries in a
manner so as to continue to qualify Cornerstone as a REIT under Sections 856-886
of the Code.

            (b) Cornerstone shall at all times hereafter (i) cause the
Cornerstone Common Stock to be duly listed on the NYSE, and (ii) timely file all
reports required to be filed by it with the NYSE.

            SECTION 7.5.  Taxes and Claims.  The Loan Parties shall duly pay and
discharge:

      (a) all taxes, assessments and governmental charges upon or against the
Loan Parties or their properties or assets prior to the date on which penalties
attach thereto, unless and to the extent that the validity of such charges is
being diligently contested in good faith by appropriate proceedings and adequate
reserves in conformity with GAAP have been provided therefor on the books of the
Loan Parties;


                                      -62-
<PAGE>

      (b) all lawful Indebtedness, obligations and claims for labor, materials,
supplies, services or otherwise (including without limitation, obligations as a
tenant under leases) which, if unpaid, could reasonably be expected to become a
Lien upon property of a Loan Party (other than a Lien permitted by Section 8.1
hereof), unless and to the extent that the validity of such Indebtedness,
obligation or claim is being diligently contested in good faith by appropriate
proceedings and adequate reserves in conformity with GAAP have been provided
therefor on the books of the Loan Parties; and

      (c) all legally required contributions to Employee Benefit Plans and
Multiemployer Plans and all legally required withdrawal liability payments.

            SECTION 7.6. Insurance. (a) The Loan Parties shall (i) keep all of
the Properties adequately insured at all times with responsible insurance
carriers against loss or damage by fire and other hazards and (ii) maintain
adequate insurance at all times with responsible carriers against liability on
account of damage to persons and property and under all applicable workmen's
compensation laws. For the purposes of this Section 7.6(a), (x) insurance on
Unleveraged Properties shall be deemed adequate if the same is not less
extensive in coverage and amount (1) than is customarily maintained on Class A
office properties by other Persons engaged in the same or similar business
similarly situated, and (2) than is customarily required by lenders to be
maintained on Class A office properties in connection with real property
financing secured by or otherwise with recourse to such office properties, and
(y) insurance on all other Properties shall be deemed adequate if maintained in
coverage and amount in accordance with the requirements of any mortgages on or
financing with recourse to such Properties.

            (b) The Loan Parties, from time to time upon the reasonable request
of the Administrative Agent, promptly shall furnish or cause to be furnished to
the Administrative Agent evidence, in form and substance reasonably satisfactory
to the Administrative Agent, of the maintenance of all insurance reasonably
required by Section 7.6(a) hereof to be maintained, including, but not limited
to, such originals or copies as the Administrative Agent reasonably may request
of policies, certificates of insurance, riders and endorsements relating to such
insurance and proof of premium payments.

            SECTION 7.7. Books and Records; Fiscal Year. The Loan Parties shall
maintain, at all times, true and complete books, records and accounts in which
true and correct entries shall be made of its transactions in accordance with
GAAP consistently applied and in compliance in all material respects with the
applicable regulations of any Governmental Authority having jurisdiction. No
Loan Party shall change its fiscal year.

            SECTION 7.8. Maintain Properties and Rights. (a) The Loan Parties
shall, and shall cause each of their Subsidiaries to, keep its properties,
including the Existing Properties, the New Properties, and the Unleveraged
Properties, in good repair, working order and condition (subject to such wear
and tear as may occur in the ordinary course of business) and, from time to
time, make all needful and proper repairs, renewals, replacements, additions and
improvements thereto, so that the business carried on may be properly and


                                      -63-
<PAGE>

advantageously conducted at all times in accordance with reasonably prudent
business management.

            (b) The Loan Parties shall, and shall cause each of their
Subsidiaries to, maintain the ownership of, or the right to use, all patents,
trademarks, trade names, copyrights and other intellectual property used or
useful in the conduct of its business, free of any and all claims of
infringement or violation, unless and to the extent that the validity of such
claim is being diligently contested in good faith by appropriate proceedings and
adequate reserves in conformity with GAAP have been provided therefore on the
books of the Loan Parties.

            (c) Notwithstanding the foregoing, the Loan Parties shall not be
obligated to take any action that could reasonably be expected to void any
applicable exemption from liability with respect to the matters covered
hereunder.

            SECTION 7.9. Inspection by Administrative Agent and Lenders;
Appraisals. (a) The Loan Parties shall allow any representative or
representatives of the Administrative Agent from time to time upon reasonable
prior notice to visit and inspect any of the offices of the Loan Parties and any
Properties, to examine and audit the books of account and other records and
files of the Loan Parties, to make copies thereof and to discuss the affairs,
business, finances and accounts of the Loan Parties with its officers and
employees, all at such reasonable times and as reasonably requested by the
Administrative Agent; provided, however, that such representative uses
reasonable efforts not unduly to interfere with or delay the reasonable
operation of normal business.

      (b) The Administrative Agent may from time to time obtain Appraisals of
any assets or property of the Loan Parties, and the Loan Parties shall cooperate
fully with the Appraiser selected by the Administrative Agent to conduct such
Appraisals. In the event that the Loan Parties obtain an appraisal of one or
more of the Properties other than pursuant to this subsection, the Loan Parties
shall at their expense deliver a copy of such appraisal to the Administrative
Agent promptly upon the completion thereof and the agent may elect, in its sole
discretion and subject to Applicable Laws, to treat such appraisal as an
"Appraisal."

            SECTION 7.10. Pay Indebtedness and Perform Obligations. The Loan
Parties shall:

      (a) make full and timely payments of all amounts owed by the Loan Parties
to the Administrative Agent, the Syndication Agent or the Lenders, whether now
existing or hereafter arising,

      (b) duly comply in all material respects with all the terms and covenants
contained in each of the instruments and documents furnished in connection with
or pursuant to this Agreement or the other Facility Documents, and

      (c) duly comply in all material respects with all applicable provisions of
all other material agreements, indentures, leases, contracts and other documents
(including, but not limited to, all Property Obligations) binding upon any Loan
Party or any or its


                                      -64-
<PAGE>

Properties or assets, except where noncompliance would not have or
cause a Material Adverse Effect,

all at the times (and in any case prior to the expiration of any applicable
grace periods) and places and in the manner set forth therein.

            SECTION 7.11. Compliance With Laws. The Loan Parties shall comply
with all applicable Legal Requirements, including, without limitation, all Legal
Requirements relating to the operation of commercial office properties, except
where (i) the failure so to comply could not reasonably be expected to have a
Material Adverse Effect or (ii) the validity of such law, rule, regulation or
ordinance is being diligently contested in good faith by appropriate proceedings
and adequate reserves in conformity with GAAP have been provided therefor on the
books of the Loan Parties.

            SECTION 7.12. Environmental Compliance. (a) The Loan Parties shall,
and shall cause each of their Subsidiaries to, keep all Properties and all other
property owned or operated by it free of Hazardous Materials (except customary
materials in the usual amounts used and/or stored for usage, used in the normal
operations of a Class A office property and in compliance with Legal
Requirements) and comply in all material respects with Legal Requirements.

            (b) Except to the extent it does so on the date hereof in strict
compliance with all applicable Legal Requirements and in a manner that does not
cause a Release or threat of Release of Hazardous Materials, the Loan Parties
shall, and shall cause each of their Subsidiaries to, not use any Property, and
shall not suffer or permit the use of any Property, to generate, manufacture,
refine, transport, treat, store, handle, dispose, transfer, or produce Hazardous
Materials, and shall not cause or knowingly permit, as a result of any act or
omission on the part of the Loan Parties or any occupant, tenant, subtenant or
invitee or licensee, the installation, use storage, release, disposal or
handling of Hazardous Materials onto any Property or suffer the installation,
use, storage, release, disposal or handling of Hazardous Materials on any
Property, except, in each case, as used properly and in a manner as is customary
in the normal operation of a Class A office property. The Loan Parties shall
undertake promptly and pursue diligently to completion appropriate action
necessary to address any Release of Hazardous Materials on, upon, from or into
any real property owned or operated by them, from any real property adjacent to
any of the foregoing.

            (c) The Loan Parties agree to provide the Administrative Agent with
copies of any written notifications of any Releases of Hazardous Materials at
any Property that any Authorized Officer of a Loan Party or any of its
Subsidiaries either gives to or receives from any Governmental Authority or
tenant or, if any Authorized Officer of a Loan Party or any of its Subsidiaries
has actual notice thereof, that any owner, manager or receiver of a Property
either gives or receives.

            (d) The Loan Parties hereby jointly and severally agree to, and
shall cause each of their Subsidiaries to, defend, indemnify and hold the
Administrative Agent, the Syndication Agent, the Lenders and their Assignees and
each of their successors and assigns, and the employees, agents, officers and
directors of each of the foregoing, harmless from and against any and all
claims, demands, judgments, fines, penalties (civil or criminal), damages,
actions, causes of action, injuries, settlements, administrative orders, consent


                                      -65-
<PAGE>

agreements and orders, liabilities, economic loss, costs and expenses of
whatever kind or nature whether imposed or incurred within or outside the
judicial process (including, without limitation, cleanup costs, reasonable
consultants' fees and disbursements and investigations and laboratory fees and
attorneys' fees) related to or arising at any time or from time to time directly
or indirectly from, out of or by reason of any of the following:

      (i) the presence, disposal, escape seepage, leakage, spillage, discharge,
emission, release or threat of release of any Hazardous Materials at, over, on,
under or from or affecting any Property, regardless of its origin;

      (ii) compliance with any Legal Requirement with respect to Hazardous
Materials governing the Loan Parties, their businesses, operations, property,
assets or equipment, or resulting from the exercise by the Administrative Agent
of any right under the Facility Documents;

      (iii) any personal injury (including, without limitation, wrongful death,
disease or other health condition related to or caused by, in whole or in part,
any Hazardous Materials) or property damage (real or personal) arising out of or
related to any Hazardous Materials of whatever origin in, on, over, under, from
or affecting any Property or any part thereof whether or not disclosed by any
environmental report relative to such Property;

      (iv) any action, suit or proceeding brought or threatened by or settlement
reached with any Governmental Authority or other Person, or order of any
Governmental Authority relating to such Hazardous Material (whether or not
disclosed by any environmental report relative to any Property);

      (v) any violation of the provisions, covenants, representations or
warranties of Section 5.9, 5.21 and/or 7.12 hereof or of any Legal Requirement
which is based on or in any way related to any Hazardous Materials in, on, over,
under, from or affecting any Property or any part thereof including, without
limitation, the cost of any work performed and materials furnished in order to
comply therewith (whether or not disclosed by any environmental report relative
to such Property) or to enforce the provisions of this Section 7.12, including,
without limitation, the cost of assessment, containment and/or removal, to the
extent required by applicable Legal Requirements, of any and all Hazardous
Materials or any surrounding areas, the cost of any actions, to the extent
required by applicable Legal Requirements, taken in response to the presence,
release or threat of release of any Hazardous Materials on, in, under or
affecting any portion of any Property or any surrounding areas to prevent or
minimize such release or threat of release so that it does not migrate or
otherwise cause or threaten danger to present or future public health, safety,
welfare or the environment, and costs incurred to comply with applicable Legal
Requirements in connection with all or any portion of any Property or any
surrounding areas; and/or



                                      -66-
<PAGE>

      (vi) any act or omission of the Loan Parties, any owner, operator, manager
or receiver of a Property, its officers, employees, agents, contractors,
invitees, licensees, or permitees giving rise to liability under any Legal
Requirements with respect to Hazardous Materials;

provided, however, that the Loan Parties' obligation to defend, and to cause
each of its Subsidiaries to defend, under this Section 7.12 shall include the
right to assert in good faith any defense available under Legal Requirements,
including with respect to any exemptions from liability available to lenders
under environmental laws; and, provided, further, that indemnification shall not
apply with respect to any Person to any matter to the extent such matter is
determined to have been caused by such Person's gross negligence or willful
misconduct.

            (e) The obligations and indebtedness of the Loan Parties under
Section 7.12(d) hereof, notwithstanding anything contained herein or in any
other document or agreement which may be construed to the contrary, shall
survive, the repayment of the Loans and the termination and/or discharge of the
Notes and other Facility Documents.

            (f) If, in the reasonable judgment of the Administrative Agent based
upon governmental notice or a third party claim, there are grounds to suspect
that a reportable Release of Hazardous Materials has occurred or is occurring,
the Administrative Agent is hereby specifically authorized at its sole election,
at the expense of the Loan Parties, upon five (5) days' prior written notice to
the Borrowers, on behalf of the Loan Parties (except in the case of an
emergency), to cause one or more environmental assessments of the Release to be
undertaken. Environmental assessments may include a detailed visual inspection
of the Properties, or any of them, including, without limitation, all storage
areas, storage tanks, drains, dry wells and leaching areas, as well as the
taking of soil samples, surface water samples and ground water samples, and such
other investigation or analysis as is necessary or appropriate for an assessment
of Release. Notwithstanding the foregoing, the Administrative Agent, in its sole
discretion and from time to time (but not more often than once in any two-year
period), at the sole expense of the Loan Parties, may cause an environmental
site assessment (a "Phase I Assessment") of any or all of the Properties to
determine (i) if any Hazardous Materials exist on the Properties (including
groundwater on, in or under a Property) and (ii) if any condition, use or
operation exists at or on any Property about which a Governmental Authority
would, under Legal Requirements, require corrective action. The Phase I
Assessment shall be conducted by a qualified Environmental Consultant and may
include, in the reasonable discretion of the Administrative Agent, a visual
inspection of the Properties, examination of public records, research of the
Loan Parties' records pertaining to the Properties and sampling of suspected
asbestos-containing building materials and lead-based paint.

            (g) Any sums expended or incurred by the Administrative Agent to
cure any breach or default by the Loan Parties under the provisions of this
Section 7.12 hereof shall be due and payable within 10 days after receipt of an
invoice therefor (accompanied by customary supporting material) with interest
thereon at the Default Rate.

            SECTION 7.13. Further Assurances. Upon the reasonable request of the
Administrative Agent, the Syndication Agent or the Required Lenders, the Loan


                                      -67-
<PAGE>

Parties, at their cost and expense, shall, and shall cause each of their
Subsidiaries to, duly execute and deliver, or cause to be duly executed and
delivered, to the Administrative Agent (without cost to the Administrative
Agent, the Syndication Agent or the Lenders) such further instruments and do and
cause to be done such further acts as may be reasonably necessary or proper in
the opinion of the Administrative Agent, the Syndication Agent or such Lenders
to carry out more effectually the provisions and purposes of this Agreement and
the other Facility Documents.

            SECTION 7.14. Impositions and Discharge of Liens. (a) General Liens.
Each Loan Party shall, and shall cause each of its Subsidiaries to, promptly, at
its own cost and expense, take such action as may be necessary duly to
discharge, by bonding or otherwise, any Lien on any Property to the extent not
permitted under Section 8.1.

            (b) Impositions. (i) Payment of Impositions. The Loan Parties shall
pay, or cause to be paid, before any penalty, interest or cost for nonpayment
thereof may be added thereto, all taxes, assessments, vault, water and sewer
rents, rates, charges and assessments, levies, inspection and license fees and
other governmental and quasi-governmental charges, general and special, ordinary
and extraordinary (collectively, "Impositions"), foreseen and unforeseen,
heretofore or hereafter assessed, levied or otherwise imposed against or upon,
or which may become a Lien upon, all or any part of a Property, the revenues,
rents, issues, income and profits of all or any part of a Property or arising in
respect of the occupancy, use or possession thereof if failure to pay could have
a Material Adverse Effect. The Loan Parties will also pay, or cause to be paid,
any penalty, interest or cost for non-payment of Impositions which may become
due and payable, and such penalties, interest or cost shall be included within
the term Impositions. The Loan Parties will furnish to the Administrative Agent
upon the request of the Administrative Agent, proof of payment at the time same
is made, and thereafter, upon receipt, validated receipts showing payment in
full of all Impositions.

            (ii) Right To Contest. (A) Notwithstanding the provisions of Section
7.14(b)(i) hereof, the Loan Parties shall have the right, at their sole expense,
to contest by appropriate legal proceedings diligently conducted in good faith,
without cost or expense to the Lenders or the Administrative Agent, the
Syndication Agent or any of its or their agents, employees, officers or
directors, the validity, amount or application of any Imposition on or in
respect of any Property other than any Property on which a Borrower or any of
its Subsidiaries has granted a Lien or Liens to or for the benefit of the
Lenders to secure repayment of any part of the Obligations; provided, however,
that the prosecution of any such contest would not be likely to result in a
Material Adverse Effect.

            (B) Notwithstanding the provisions of Section 7.14(b)(i) hereof, the
Loan Parties shall have the right, at their sole expense, to contest by
appropriate legal proceedings diligently conducted in good faith, without cost
or expense to the Lenders or the Administrative Agent, the Syndication Agent or
any of its or their agents, employees, officers or directors, the validity,
amount or application of any Imposition on or in respect of any Property on
which a Borrower or any of its Subsidiaries has granted a Lien or Liens to or
for the benefit of the Lenders to secure repayment of any part of the
Obligations; provided, however, that:


                                      -68-
<PAGE>

(1) no Default or Event of Default shall have occurred and be continuing during
such proceedings and the failure to pay such Imposition shall not otherwise
violate the terms of the Facility Documents;

(2) such contest and/or the failure to pay such Imposition will not (I) subject
the Lenders, the Administrative Agent, the Syndication Agent or any of its or
their agents, employees, officers or directors, to any criminal or material
civil liability or (II) subject any Property or any portion thereof to any Lien
or (II) materially adversely affect the ownership, use or occupancy of any
Property or (III) adversely affect the priority of any Lien securing the Loans
or any guaranty thereof;

(3) such contest suspends enforcement of the Imposition and such contest is
maintained and prosecuted diligently;

(4) the applicable Property or any part thereof or any interest therein will not
be in any imminent danger of being sold, forfeited or lost by reason of such
contest;

(5) the Loan Parties shall apprise the Administrative Agent fully, upon request
by the Administrative Agent, from time to time, by written notice of the status
of such contest and/or confirmation of the continuing satisfaction of the
foregoing clauses of this Section 7.14(b)(ii)(B); and

(6) upon a final determination of such contest, the Loan Parties shall promptly
comply with the requirements thereof.

Upon completion of any contest, the Loan Parties shall immediately pay, or cause
to be paid, the amount due, if any, and deliver to the Administrative Agent,
proof of the completion of the contest and payment of the amount due, if any.

            SECTION 7.15. Leases and Rents. (a) The Loan Parties will
(i)_perform or cause to be performed the lessor's obligations under any Lease
now or hereafter affecting the whole or any part of any Property, (ii) enforce,
or cause to be enforced, the performance by each lessee under its respective
Lease of all of said lessee's obligations thereunder and (iii) hold or cause to
be held all tenant security deposits in a separate account to be used only for
such purpose in accordance with all applicable Legal Requirements, in each case,
unless failure to do so would not be likely to result in a Material Adverse
Effect.

            (b) The Loan Parties may not (i) assign, mortgage, pledge or
otherwise transfer, dispose of or encumber, whether by operation of law or
otherwise, any Lease of a Property or the Rents or other income thereunder or
therefrom except as permitted under Section 8.1 or (ii) accept or permit the
acceptance of a prepayment of any rents for more than one month in advance of
the due dates therefor, provided, however, that, so long as no Event of Default
shall have occurred and be continuing, the Loan Parties may accept or permit the
acceptance of a prepayment of rents of up to six months in advance of the due
dates therefor so long as (x) the aggregate amount of such prepaid rents of all


                                      -69-
<PAGE>

tenants during any fiscal year of the Borrowers is not greater than $2,500,000,
and (y) any such prepayment shall apply to the then-current period of the
prepaying tenant's occupancy.

            SECTION 7.16. Excess Cash Flow. Cornerstone LP shall cause all
"Excess Cash Flow" (as defined below) of each of its Subsidiaries to be
transferred to Cornerstone LP as promptly as possible but in no event less often
than once a month. "Excess Cash Flow" for any period of determination shall mean
an amount equal to all NOI of such Subsidiary for such period minus all debt
service payments of such Subsidiary made in such period minus normal and
customary Capital Expenditures incurred by such Subsidiary in such period.

            SECTION 7.17. Acquisition of Properties. The Borrowers and their
Subsidiaries shall acquire, or shall invest in joint ventures which shall
acquire, only Class A office properties in major metropolitan central business
districts and major suburban markets of the Unites States; provided, however,
that the Borrowers and their Subsidiaries shall not acquire, and shall not
permit any Eligible Joint Venture in which any of them has invested to acquire,
any New Property which is an Unleveraged Property and which the Borrowers
intends to use in their calculations for the covenants set forth in Sections 8.9
and 8.10, unless and until

            (i) the Borrowers shall have provided to the Administrative Agent
(A) the most recent rent rolls for each such New Property, (B) three-year
historical and projected operating statements for each such New Property, (C)
cash flow projections for each such New Property, (D) Capital Expenditure
budgets for each such New Property, (E) leases and lease summaries for each such
New Property (including any separate agreements regarding concessions to or
options from tenants), (F) tenant financial statements, to the extent available,
for each such New Property, (G) an aging of rent payments and rent payment
histories for each major tenant of each such New Property, (H) copies of the
most recent Phase 1 environmental reports for such New Property as well as
copies of all existing environmental reports and audits (whether prepared by a
Loan Party or any of its Subsidiaries or by independent consultants) pertaining
to such New Property, (I) copies of the partnership agreement or joint venture
agreement, if any, governing the entity acquiring such New Property, and (J) a
physical inspection (at the Borrower's expense) of each such New Property, and

            (ii) the Administrative Agent shall have determined, in its sole and
reasonable discretion based on the financial analysis described in clause (i)
above, that the acquisition of such New Property is not reasonably likely to
cause a Material Adverse Effect.

            SECTION 7.18. Additional Guarantors. The Borrowers and their
Subsidiaries will cause (i) each of their respective Wholly-Owned Subsidiaries
acquired after the date hereof, and (ii) each of their other Subsidiaries
acquired after the date hereof which directly or indirectly owns an interest in
a joint venture owning, or formed for the purpose of owning, title to a
Property, to become a Guarantor and to execute and deliver to the Administrative
Agent a counterpart of this Agreement executed by each such Subsidiary together
with all other documents, agreements and instruments reasonably requested by the
Administrative Agent to assure each such Subsidiary assumes all of the
obligations of a Guarantor hereunder; provided, however, that no Subsidiary of


                                      -70-
<PAGE>

either Borrower listed on Schedule 7.18 shall be required to become a Guarantor
hereunder until such time as

(a) (X) it has material real property assets other than one or more of the
following properties (the "DIHC Collateral Properties"):

(1) the property identified as "Dearborn Land" on page 77 of the Cornerstone
Proxy Statement;

(2) the property identified as "Charlotte Plaza" on pages 70 to 71 of the
Cornerstone Proxy Statement;

(3) the property identified as "527 Madison Avenue" on pages 85 to 87 of the
Cornerstone Proxy Statement;

(4) the property identified as "One Lincoln Centre" on pages 88 to 89 of the
Cornerstone Proxy Statement;

(5) the property identified as "Market Square" on pages 63 to 65 of the
Cornerstone Proxy Statement; or

(6) the property identified as "200 Galleria" on pages 71 to 73 of the
Cornerstone Proxy Statement; or


(Y) it has material assets other than Capital Interests in one or more
Subsidiaries or joint ventures whose only material real property assets are one
or more of the DIHC Collateral Properties; and

(b) it is not a guarantor or co-obligor of payment of the DIHC Purchase Money
Notes.





                                      -71-
<PAGE>

                                 ARTICLE VIII
                              NEGATIVE COVENANTS

            The Loan Parties jointly and severally covenant and agree that,
until the Notes, together with interest and all other Indebtedness of the Loan
Parties to the Administrative Agent or the Lenders under this Agreement and the
other Facility Documents, are paid in full, no Loan Party, without the prior
written consent of the Required Lenders except as otherwise expressly permitted
elsewhere herein, shall do or suffer to occur or exist, any of the following:

            SECTION 8.1. Liens. Create, assume or suffer to exist any Lien upon
any of its Properties and other assets or those of its Subsidiaries, whether now
owned or hereafter acquired; provided, however, that the foregoing restriction
and limitation shall not apply to the following Liens :

      (a)   Permitted Encumbrances;

      (b) other Liens (including pledges or deposits in accordance with workers'
compensation laws), incidental to the conduct of its business or the ownership
of its Property and assets, that are not incurred in connection with the
borrowing of money or the obtaining of advances or credit, and that do not in
the aggregate, with respect to the Loan Parties taken as a whole, materially
detract from the value of their property or assets, or materially impair the use
thereof in the operation of their business;

      (c) attachment, judgment and other similar Liens arising in connection
with judicial or administrative proceedings, provided, however, that either (i)
execution or other enforcement of such Liens is effectively stayed or (ii) the
claims secured thereby are being contested diligently in good faith by
appropriate proceedings, adequate reserves in conformity with GAAP have been
provided on the books of the Loan Parties, and no levy of execution or other
comparable proceeding has been issued thereon and a Loan Party would not
otherwise be subject to a forfeiture;

      (d) Liens securing the repayment of Indebtedness for which no Properties
or assets of the Loan Parties and their Subsidiaries, other than the Properties
or assets subject to such Liens, are subject to recourse for payment of such
secured Indebtedness (other than for reasonable and customary exceptions to
non-recourse protection);

      (e) Liens created under the Facility Documents or other Liens in favor of
the Administrative Agent;

      (f) Liens securing Indebtedness of the Loan Parties under the DIHC
Purchase Money Notes and any guarantees of any of the Loan Parties thereof; and

      (g) Liens in existence on the date hereof and identified on Schedule 5.7.



                                      -72-
<PAGE>

            SECTION 8.2. Limitation on Investments. Make, or commit to make, any
Restricted Investment, other than (i) Restricted Investments in joint ventures
formed for the purpose of acquiring a Property or (ii) an acquisition by
purchase or otherwise of all or substantially all the stock or other evidence of
beneficial ownership of, any Person for the purpose of acquiring one or more
Properties or as otherwise permitted pursuant to Section 8.13.

            SECTION 8.3. Restricted Payments; Dividend Payout. Make, or obligate
itself to make, any Restricted Payment, except for (i) payments in respect of
Indebtedness and refinancings thereof incurred in accordance with the proviso in
Section 8.11 hereof, (ii) Dividends to holders of Cornerstone Preferred Stock,
(iii) Dividends to holders of Cornerstone Common Stock, but only to the extent
provided for in Section 8.20 hereof, (iv) distributions to holders of limited
partnership units in Cornerstone LP, and (v) Dividends or distributions to a
Borrower by any of its Subsidiaries; provided, however, that if an Event of
Default shall have occurred and be continuing, each Borrower may make the
Restricted Payments described in clauses (ii), (iii) and (iv) above only to the
extent necessary for such Borrower to maintain its status as a REIT under the
Code.

            SECTION 8.4 Working Capital. Permit Working Capital at any time to
be less than $10,000,000.

            SECTION 8.5. Equity Value. Permit Equity Value at any time to be
less than an amount equal to (i) eighty per cent (80%) of the Effective Date
Equity Value plus (ii) eighty per cent (80%) of all Equity Proceeds received by
the Loan Parties and their respective Subsidiaries subsequent to the Effective
Date.

            SECTION 8.6. Leverage Ratio. Permit Consolidated Total Liabilities
as at the end of any fiscal quarter of the Loan Parties to exceed fifty-five per
cent (55%) of Total Property Asset Value as at the end of such fiscal quarter.

            SECTION 8.7. Interest Coverage Ratio. Permit the ratio of Adjusted
EBITDA to Interest Expense for any quarterly period ending as of the last day of
any such calendar quarter of the Loan Parties to be less than 2.25 to 1.00.

            SECTION 8.8. Fixed Charge Coverage Ratio. Permit the ratio of
Adjusted EBITDA to Consolidated Fixed Charges for any quarterly period ending as
of the last day of any such calendar quarter of the Loan Parties to be less than
1.75 to 1.00.

            SECTION 8.9. Unleveraged Properties Asset Value. (i) Subject to the
proviso set forth in Section 7.17, permit the Unleveraged Properties Asset Value
at any time to be less than $475,000,000.

            SECTION 8.10. Additional Financial Covenants. (i) Subject to the
proviso set forth in Section 7.17, permit at any time the ratio of (X) the
amount equal to the aggregate value of Unleveraged Properties at their
undepreciated cost to (Y) the amount equal to the aggregate unsecured
Indebtedness of the Loan Parties (including the Loan Parties' Ratable Share of
Indebtedness of Unconsolidated Affiliates), to be less than 2.25 to 1.00.



                                      -73-
<PAGE>

            (ii) Permit at any time the ratio of (X) Total Property Asset Value
to (Y) the amount equal to the aggregate secured Indebtedness of the Loan
Parties (including the Loan Parties' Ratable Share of Indebtedness of
Unconsolidated Affiliates) permitted under this Agreement, to be less than 2.50
to 1.00.

            (iii) Subject to the proviso set forth in Section 7.17, permit at
any time the ratio of (X) Combined Adjusted NOI of all Unleveraged Properties to
(Y) Unsecured Interest Expense to be less than 2.50 to 1.00.

            SECTION 8.11. Indebtedness. Incur Indebtedness the payment of which
is secured by Liens on any of the Properties or any of the Loan Parties' other
assets, whether now owned or hereafter acquired, or those of any of the Loan
Parties' Subsidiaries; provided, however, that the foregoing restriction and
limitation shall not apply to (i) Indebtedness of the Loan Parties under the
DIHC Purchase Money Notes and any guarantees of the Loan Parties thereof, and
(ii) Indebtedness for which no Properties or assets of the Loan Parties and
their Subsidiaries, other than the Properties or assets subject to such Liens,
are subject to recourse for payment of such secured Indebtedness (other than for
reasonable and customary exceptions to non-recourse protection) and refinancings
of such Indebtedness on terms no less favorable to the Loan Parties.

            SECTION 8.12. Asset Sales and Transfers. (i) Sell any Properties,
unless prior to consummation of such sale, the Borrowers shall have delivered to
the Administrative Agent an Officer's Certificate certifying to the
Administrative Agent and the Lenders that immediately before and after giving
effect to such sale, no Default or Event of Default shall have occurred and be
continuing or would result therefrom, with such certificate to be accompanied by
a schedule setting forth the computations before and, on a pro forma basis,
after giving effect to such sale of each of the financial ratios or tests
specified in Section 8.5 through 8.10 hereof.

            (ii) Subject to Section 8.13, sell or otherwise transfer any Capital
Interest in a Guarantor to a Person other than a Borrower or another Guarantor.

            (iii) Subject to Section 7.2(k) hereof, sell any other assets other
than in the ordinary course of business or as such assets become obsolete,
damaged, or useless in the business of the Loan Parties.

            SECTION 8.13 Certain Capital Transactions and Fundamental Changes.
Consolidate with or merge into any other Person (other than a merger of (a) a
Subsidiary into a Borrower or (b) a Subsidiary into another Subsidiary), or
sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of the business, property or fixed assets of the Borrowers and
their Subsidiaries taken as a whole to any other Person, or directly or
indirectly acquire by purchase or otherwise all or substantially all the
business, property, or fixed assets of, or stock or other evidence of beneficial
ownership of, any Person, unless:

      (i) either (X) a Borrower or a Subsidiary shall be the continuing
corporation or (Y) the corporation formed by such consolidation or into which a
Borrower or a Subsidiary is merged, or the Person who acquires all or
substantially all of property and assets of the Borrowers and their Subsidiaries
taken as a whole, expressly assumes pursuant to documentation and agreements
satisfactory to the Agent and the Required Lenders the due


                                      -74-
<PAGE>

and punctual payment of the principal of and interest on the Loans and the
performance of all of the covenants and obligations of the Loan Parties
under the Facility Documents;

      (ii) immediately before and after giving effect to such merger, sale,
conveyance, lease, or transfer on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such merger, sale, conveyance, lease, or
transfer), no Default or Event of Default shall have occurred and be continuing
or would result therefrom;

      (iii) the business of (X) the corporation formed by such consolidation or
into which a Borrower or a Subsidiary is merged, or (Y) the Person who acquires
all or substantially all of property and assets of the Borrowers and their
Subsidiaries taken as a whole, or (Z) the Person of which a Borrower or a
Subsidiary has acquired by purchase or otherwise all or substantially all the
business, property, or fixed assets of, or stock or other evidence of beneficial
ownership, is the ownership and management of Class A office properties in major
metropolitan central business districts and major suburban markets of the United
States, and all of its real properties are Class A office properties in major
metropolitan central business districts and major suburban markets of the United
States;

      (iv) Persons who are directors of Cornerstone immediately before such
merger, sale, conveyance, lease, or transfer shall, after giving effect to such
merger, sale, conveyance, lease, or transfer, constitute at least 90% of the
board of directors of (X) Cornerstone (if the continuing corporation) or (Y) the
corporation formed by such consolidation or into which Cornerstone is merged, or
(Z) the Person who acquires all or substantially all of property and assets of
Borrowers and their Subsidiaries taken as a whole; and

      (v) In the case in which the Borrowers will acquire by purchase or
otherwise all or substantially all the business, property, or fixed assets of,
or stock or other evidence of beneficial ownership of another Person (the
"Acquired Person"), no persons who are directors of Cornerstone immediately
before such merger, sale, conveyance, lease, or transfer are also directors of
the Acquired Person.

            SECTION 8.14. Certain Amendments. Consent to any amendment,
supplement, or other modification of, or by acts or omissions, permit to or
suffer to be waived, modified or amended any of the terms (including
acceleration, covenant, default, subordination, sinking fund, repayment,
interest rate or redemption provisions) contained in, or applicable to, or any
security for, any Subordinated Debt or other instrument evidencing or applicable
to any Subordinated Debt.

            SECTION 8.15. Transactions with Affiliates. Enter into, or cause,
suffer, or permit to exist, any transactions including, without limitation, the
purchase, sale, lease or exchange of any property or the rendering of any
service, with any Affiliate (other than reasonable and customary fees paid to
members of the board of directors of the Loan Parties) (i) on a basis less
favorable to the Loan Parties or their Subsidiaries, as the case may be, than
could be obtained on an arm's length basis from a Person other than an
Affiliate,


                                      -75-
<PAGE>

or (ii) that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

            SECTION 8.16. Management Agreements. Directly or indirectly enter
into any management agreement or similar agreement delegating to another Person
substantial authority over the leasing, maintenance or operation of any Property
on a basis less favorable to the Loan Parties or their Subsidiaries, as the case
may be, than could be obtained on an arm's length basis.

            SECTION 8.17. Inconsistent Agreements. Enter into any agreement
containing any provisions that would be violated or breached by the borrowing of
the Loans hereunder or by the performance by any Loan Party of its obligations
under any of the Facility Documents.

            SECTION 8.18.  Maintenance of Corporate Existence.

            (a)(i) At any time be engaged directly or indirectly, in any
business other than the ownership, management and operation of Properties; or

            (ii) Fail to cause to be done all things necessary to preserve the
corporate, partnership, limited liability company, or trust existence of the
Loan Parties; or

            (iii) Fail to maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.

            (b) Anything to the contrary provided in this Section 8.18 or
Section 7.3 notwithstanding, the Borrowers shall have the right to wind up the
affairs and dissolve in compliance with all applicable Legal Requirements any
Subsidiary following the sale or other transfer by such Subsidiary in accordance
with the terms of this Agreement of any Property owned by such Subsidiary or
joint venture in which such Subsidiary holds a Capital Interest.

            SECTION 8.19. Property Mix. Acquire New Properties that are not
Class A office properties in major metropolitan central business districts and
major suburban markets of the United States.

            SECTION 8.20. REIT Dividend Covenant. Make, or obligate itself to
make, Dividends to holders of Cornerstone Common Stock and limited partnership
units in Cornerstone LP in an aggregate amount which exceeds, as of any date of
determination, the greater of (a) the aggregate amount necessary for Cornerstone
to maintain its status as a REIT under the Code, (b) ninety per cent (90%) of
Funds From Operations, or (c) one hundred ten per cent (110%) of Funds Available
for Distribution, in the case of each of the foregoing clauses (b) and (c)
calculated (1) as of December 31, 1997, for the immediately preceding fiscal
quarter of the Borrowers, (2) as of March 31, 1997, for the two immediately
preceding fiscal quarters of the Borrowers, (3) as of June 30, 1997, for the
three immediately preceding fiscal quarters of the Borrowers, and (4) as of
September 30, 1997 and for all periods thereafter, for the four immediately
preceding fiscal quarters of the Borrowers.



                                      -76-
<PAGE>

                                  ARTICLE IX
                            DEFAULTS AND REMEDIES

            SECTION 9.1. Events of Default. If any one or more of the following
Events of Default shall occur for any reason whatsoever (and whether such
occurrence shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body), that is to say:

      (a) if default shall be made by the Loan Parties in the due and punctual
payment of the principal of any of the Loans; or default shall be made by the
Loan Parties in the due and punctual payment of interest on any of the Loans or
any other amounts due and owing to the Administrative Agent, the Syndication
Agent or the Lenders, when and as the same shall become due and payable, and
such default shall continue for a period of five (5) days; or

      (b) (i) if default(s) shall be made by any of the Loan Parties or any of
      their Subsidiaries in the due and punctual payment of the principal of or
      interest on any other Indebtedness or any Contingent Obligations of such
      Loan Party or such Subsidiaries in an aggregate amount equal to or in
      excess of $10,000,000, and such default(s) shall not have been remedied
      within such grace or cure period(s), if any, as may be provided therefor;
      or

            (ii) if breach or default shall be made by any of the Loan Parties
      or any of their Subsidiaries or Affiliates with respect to any material
      term of (A) any evidence of any Indebtedness or any Contingent Obligation
      in an aggregate amount equal to or in excess of $10,000,000, or (B) any
      loan agreement, mortgage, indenture or other agreement relating to such
      Indebtedness or Contingent Obligation, if the effect of such breach or
      default is to cause, or permit the holder or holders of that evidence of
      Indebtedness or Contingent Obligation (or a trustee on behalf of such
      holder or holders) or agreement described in the foregoing subclauses
      (ii)(A) and (ii)(B) to cause, that Indebtedness or Contingent Obligation
      to become or be declared due and payable prior to its stated maturity or
      the stated maturity of any underlying obligation, as the case may be (upon
      the giving or receiving of notice, lapse of time, both, or otherwise);

provided, however, with respect to this Section 9.1(b) only, that a default in
payment or any other breach or default by any of the Loan Parties or any of
their Subsidiaries or Affiliates with respect to any secured or non-recourse
Indebtedness or any Contingent Obligation payment of which is secured solely by
one or more Properties (the "Mortgaged Properties") shall not constitute an
Event of Default if (W) no Default or Event of Default shall have previously
occurred under Section 9.1(b) (whether or not such Default or Event of Default
shall have been waived or cured), (X)


                                      -77-
<PAGE>

such default shall not otherwise constitute a Default or Event of Default under
any provision of Section 9.1 other than Section 9.1(b), (Y) the principal amount
of the secured or recourse Indebtedness or Contingent Obligation in default is
$95,000,000 or less, and (Z) no Properties or assets of the Loan Parties and
their Subsidiaries, other than the Mortgaged Properties, are subject to recourse
for payment of such secured or recourse Indebtedness or Contingent Obligation;

     (c) (i) if default shall be made by any of the Loan Parties in the
      performance or observance of, or shall occur under, any covenant contained
      in Article VIII of this Agreement; or

            (ii) if default shall be made by any of the Loan Parties in the
      performance or observance of, or shall occur under, any covenant,
      agreement or provision of this Agreement other than those contained in
      Article VIII of this Agreement, and such default shall not have been
      remedied within 30 days after the date on which written notice thereof is
      given to the Borrowers, on behalf of the Loan Parties, by the
      Administrative Agent or a Lender (acting through the Administrative
      Agent); provided, however, that if (x) such default shall result from a
      failure of a Loan Party to furnish either notice of the occurrence of an
      event or to deliver a document that describes or refers to such
      occurrence, and (y) the Administrative Agent would have no knowledge of
      such default under the terms of this Agreement unless so advised by such
      Loan Party, then the 30-day period to remedy such default shall commence
      one Business Day following the date on which such Loan Party first shall
      be obligated to furnish such notice or to deliver such document under the
      provisions of this Agreement; or

      (d) if default shall be made by any Loan Party in the performance or
observance of, or shall occur under, any covenant contained in Article VIII of
this Agreement; or if default shall be made by any Loan Party in the performance
or observance of, or shall occur under, any covenant, agreement or provision of
any other Facility Document (other than those contained in Article VIII) or in
any other agreement, instrument or document delivered to either the
Administrative Agent or any Lender (and not constituting an Event of Default
otherwise under this Section 9.1), and such default shall not have been remedied
within 30 days after notice thereof has been given to the Borrowers by the
Administrative Agent or any Lender; or

      (e) if any representation or warranty or any other statement of fact made
by any Loan Party in any Facility Document, or in connection with the
transactions contemplated hereby or thereby, or in any financial statement or
other writing, certificate, report or statement at any time furnished by any
Loan Party to the Administrative Agent or any of the Lenders pursuant to or in
connection with this Agreement or the other Facility Documents shall prove to
have been false or misleading in any material respect when made; or


                                      -78-
<PAGE>

      (f) if any of the Loan Parties (other than a Loan Party which is default,
or defaults by virtue of taking action described in this clause (f), under
secured or non-recourse Indebtedness where such default does not constitute an
Event of Default by operation of the priviso of clause (b) of this Section 9.1)
shall file a petition or seek relief under or take advantage of any insolvency
law; make an assignment for the benefit of its creditors; commence a proceeding
for the appointment of a receiver, trustee, liquidator, custodian or conservator
of itself or of the whole or substantially all of its or their property; file a
petition or an answer to a petition (other than an answer seeking to dismiss the
petition) under any chapter of the Bankruptcy Code; or file a petition or seek
relief under or take advantage of any other similar law or statute of the United
States of America, any State, or any foreign country; or

      (g) if any court of competent jurisdiction shall enter an order, judgment
or decree appointing or authorizing a receiver, trustee, liquidator, custodian
or conservator of any of the Loan Parties (other than a Loan Party which is
default, or defaults by virtue of the taking of an action described in this
clause (g), under secured or non-recourse Indebtedness where such default does
not constitute an Event of Default by operation of the priviso of clause (b) of
this Section 9.1) or of the whole or substantially all of its or their property,
or enter an order for relief against any of the Loan Parties (other than a Loan
Party which is default, or defaults by virtue of the taking of an action
described in this clause (g), under secured or non-recourse Indebtedness where
such default does not constitute an Event of Default by operation of the priviso
of clause (b) of this Section 9.1) in any case commenced under any chapter of
the Bankruptcy Code, or grant relief under any other similar law or statute of
the United States of America, any State, or any foreign country; or if, under
the provisions of any law for the relief or aid of debtors, a court of competent
jurisdiction or a receiver, trustee, liquidator, custodian or conservator shall
assume custody or control or take possession of any of the Loan Parties or of
the whole or substantially all of the property of any thereof; or if there is
commenced against any of the Loan Parties any proceeding for any of the
foregoing relief or if a petition is filed against any of the Loan Parties or
any of their Subsidiaries under any chapter of the Bankruptcy Code or under any
other similar law or statute of the United States of America or any state
thereof or any foreign country and such proceeding or petition remains
undismissed for a period of 60 days; or if any of the Loan Parties or any of
their Subsidiaries by any act indicates its or their consent to, approval of or
acquiescence in any such proceeding or petition; or

      (h) if any of the Loan Parties shall admit in writing its or their
inability to, or be generally unable to, pay its or their debts as such debts
become due; or

      (i)   if any judgment or judgments against any of the Loan
Parties or any of their Subsidiaries or any attachment or execution


                                      -79-
<PAGE>

against any of its or their property for any amount or amounts at any time
aggregating in excess of $500,000, and such judgments, attachment or execution
remains unpaid, unstayed, undismissed or unbonded for a period of more than 30
days; or

      (j) if any of the Facility Documents for any reasons attributable to an
act or omission of a Loan Party shall be terminated or shall cease to be in full
force and effect, or if the validity or enforceability thereof shall be
contested by or on behalf of any Loan Party (proof of payment shall not
constitute a contest of a guaranty); or

      (k) if, for any reason, any provision of any agreement that provides for
the subordination of any Indebtedness to the Notes or any other obligations of
the Loan Parties to the Administrative Agent, the Syndication Agent or any
Lender shall be invalidated or otherwise shall cease to be of full force and
effect; or

      (l) if the title of the Loan Parties to any or all of the Properties shall
be invalidated by any court of competent jurisdiction and the Loan Parties shall
not have prepaid the Loans within five (5) days after such invalidation if a
Loan Party was a party to the related proceeding or within fifteen (15) days
after any Authorized Officer of a Loan Party had actual knowledge thereof in all
other cases; or

      (m) if one or more ERISA Events occurs which individually or in the
aggregate results in or might reasonably be expected to result in liability of
the Loan Parties or any of their ERISA Affiliates in excess of $100,000 during
the term of this Agreement; or if there exists an amount of unfunded pension
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the
aggregate for all Pension Plans (excluding for purposes of such computation any
Pension Plans with respect to which assets exceed benefit liabilities), which
exceeds $100,000;

      (n) if John Moody or Rodney Dimock shall no longer be active in the
management of Cornerstone and a replacement satisfactory to the Administrative
Agent shall not have been obtained within 120 days thereof; or

      (o) if Cornerstone shall cease to be the sole general partner of
Cornerstone LP; or

      (p) if any event or change shall occur that has caused or evidences,
either in any case or in the aggregate, a Material Adverse Effect or a Material
Adverse Change;

then, in the case of an Event of Default described in Section 9.1(f), (g) or (h)
hereof, the unpaid balance of all Notes and all interest accrued thereon and any
accrued and unpaid fees and expenses due and payable hereunder or under any
other Facility Document automatically (without any action on the part of the
Administrative Agent or the Lenders and without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived) forthwith shall
become due and payable, and, in the case of any other Event of Default, then and


                                      -80-
<PAGE>

in any such event, and at any time thereafter, if such or any other Event of
Default shall then be continuing, the Administrative Agent, upon the direction
of the Lenders holding not less than 50.1% of the aggregate amount of the
Commitments, shall declare the Notes to be due and payable, whereupon then
unpaid balance of all Notes shall be accelerated and the same, and all interest
accrued thereon and any accrued and unpaid fees and expenses due and payable
hereunder or under any other Facility Document forthwith shall become due and
payable (without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived), anything contained herein in Notes or in any
other Facility Document to the contrary notwithstanding.

            SECTION 9.2. Suits for Enforcement. In case any one or more Events
of Default shall occur and be continuing, the Administrative Agent, on behalf of
the Agents and the Lenders, may proceed to protect and enforce their rights or
remedies either by suit in equity or by action at law, or both, whether for the
specific performance of any covenant, agreement or other provision contained
herein, in the other Facility Documents, or in any document or instrument
delivered in connection with or pursuant to this Agreement or the other Facility
Documents or to enforce the payment of the Notes or any other legal or equitable
right or remedy.

            SECTION 9.3. Rights and Remedies Cumulative. No right or remedy
herein conferred upon the Lenders or the Agents is intended to be exclusive of
any other right or remedy contained herein or in the other Facility Documents or
in any instrument or document delivered in connection with or pursuant to this
Agreement or the other Facility Documents, and every such right or remedy shall
be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

            SECTION 9.4. Rights and Remedies Not Waived. No course of dealing
between the Loan Parties and any Lender or either Agent or any failure or delay
on the part of the Administrative Agent in exercising any rights or remedies
hereunder shall operate as a waiver of any rights or remedies of such Lender or
the Administrative Agent on behalf of the Lenders and no single or partial
exercise of any rights or remedies hereunder shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder.

            SECTION 9.5. Waiver of Stay. The Loan Parties hereby jointly and
severally agree that, if any event described in Section 9.1(f), (g) or (h)
hereof shall occur, the Administrative Agent and the Lenders thereupon shall be
entitled, and the Loan Parties hereby irrevocably consent, to immediate and
unconditional relief from any automatic stay imposed by Section 362 of the
Bankruptcy Code, or otherwise, on or against the exercise of the rights and
remedies otherwise available to the Agents and the Lenders as provided in the
Facility Documents or otherwise provided by law, and the Loan Parties hereby
jointly and severally irrevocably waive any right to object to such relief and
will not contest any motion by the Administrative Agent seeking relief from the
automatic stay, and the Loan Parties will cooperate with the Administrative
Agent and the Lenders, in any manner requested by the Administrative Agent, in
its effort to obtain relief from any such stay or other prohibition.

            SECTION 9.6.  Additional Advances and Disbursements.  The Loan
Parties agree that, upon the occurrence of a Default or Event of Default, the
Administrative Agent shall have the right, but not the obligation, in its own


                                      -81-
<PAGE>

name acting for the account of the Loan Parties, and upon two (2) Business Days'
prior written notice to the Borrowers, on behalf of the Loan Parties, to advance
all or any part of amounts owing or to perform any or all required actions to
prevent or remedy any such Default or Event of Default. No such advance or
performance shall be deemed to have cured such Default or Event of Default. All
sums advanced and all expenses incurred by the Administrative Agent in
connection with such advances or actions, and all other sums advanced or
expenses incurred by Administrative Agent hereunder, under any other Facility
Document or under applicable law (whether required or optional and whether
indemnified hereunder or thereunder or not) shall be part of the obligations of
the Loan Parties to the Administrative Agent and the Lenders and shall bear
interest at the Default Rate. Upon making any such advance, the Administrative
Agent making such advance shall be subrogated to all of the rights of the Person
receiving such advance.



                                      -82-
<PAGE>

                                  ARTICLE X
                                MISCELLANEOUS

            SECTION 10.1.  Administration and Collection Costs.

            (a) The Loan Parties jointly and severally agree to pay, within 30
days after receipt of an invoice therefor (accompanied by customary supporting
materials), the reasonable fees and expenses of the Administrative Agent
incurred in connection with the administration of the Facility (including,
without limitation, the preparation, negotiation and closing of amendments of
and waivers to the Facility Documents, the delivery, release or substitution of
any collateral, and the monitoring or, to the extent requested by the Loan
Parties or required as a necessary party, participating in any foreclosure,
condemnation or other legal proceeding relating to Property).

            (b) In the event that, upon the occurrence of an Event of Default,
the Administrative Agent or any of the Lenders shall retain or engage an
attorney or attorneys to collect or enforce or protect the interests of the
Administrative Agent and the Lenders with respect to this Agreement, any of the
other Facility Documents, or any instrument or document delivered pursuant to
this Agreement or any other Facility Document, including, without limitation,
each of the documents referred to in Article VI hereof, or to protect the rights
of any holder or holders with respect thereto, the Loan Parties jointly and
severally agree to pay, within 30 days after receipt of an invoice therefor
(accompanied by customary supporting materials), all of the reasonable costs and
expenses of such collection, enforcement or protection, including attorneys'
fees, of the Administrative Agent and the Lenders, and the Administrative Agent,
on behalf of the Lenders or the holders of such Notes, as the case may be, may
seek and obtain judgment for all such amounts, in addition to the unpaid
principal balance of the Notes and accrued interest thereon and any accrued and
unpaid fees and expenses due and payable hereunder.

            (c) In the event that the Effective Date does not occur, the Loan
Parties nonetheless jointly and severally agree to pay, within 30 days after
receipt of an invoice therefor (accompanied by customary supporting materials),
to the Administrative Agent all reasonable third-party fees, costs and expenses
incurred or sustained by the Agents (including all reasonable attorneys' fees
and disbursements of independent counsel retained by it) in connection with the
preparation, execution and delivery of this Agreement, the other Facility
Documents and any related documents and the other transactions contemplated by
Article II hereof. The provisions of this Section 10.1(c) shall survive the
termination of this Agreement.

            SECTION 10.2. Modification and Waiver. (a) No modification,
amendment or waiver of any provision of this Agreement, the other Facility
Documents or any other documents executed in connection herewith or therewith
and no consent by the Lenders or the Administrative Agent to any departure
therefrom by the Loan Parties shall be effective unless such modification,
amendment, waiver or consent shall be in writing and signed by the
Administrative Agent and the Required Lenders or the Administrative Agent on
behalf of the Required Lenders and, in the case of a modification or amendment
(other than those described in Section 10.2(b)(iv) hereof), by an Authorized
Officer of the Loan


                                      -83-
<PAGE>

Parties, and the same shall then be effective only for the period and on the
conditions and for the specific instances and purposes specified in such
writing.

            (b)  Notwithstanding the provisions of Section 10.2(a) hereof:

      (i)__no provision hereof that expressly requires the consent, approval or
waiver by all Lenders may be amended, modified or waived except by all Lenders,

      (ii)__none of the following may be amended, modified or waived except with
the written consent of all Lenders:

      (A) the definitions of "Adjusted Eurodollar Rate," "Alternate Base Rate,"
"Applicable Margin," "Default Rate," "Event of Default," "Required Lenders," and
all defined terms used in such definitions,

      (B) any provision in any manner that would have the effect of: (I)
increasing the amount or (except as otherwise provided in Section 2.1(b) hereof)
extending the term of the Commitment of any Lender, (II) postponing or delaying
any date fixed by this Agreement or any other Facility Document for any payment
of principal, interest, fees or other amounts due to the Lenders (or any of
them) hereunder or under any other Facility Document, (III) reducing the
principal of, or the rate of interest specified herein on any Loan or Note or
any fees or other amounts (excluding fees set forth in the Fee Letter, which may
be waived by the Agents alone) payable hereunder of under any other Loan
Document, (IV) changing the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans which is required for the Lenders or any of
them to take any action hereunder, or (V) releasing any rights under any
guaranty applicable to the Loans (except as otherwise provided herein or
therein), and

      (C) Sections 2.9, 2.12, 3.3, 6.1, 8.9, 8.10, 9.1, 10.2 and 10.9 hereof,

      (iii) none of the following may be amended, modified or waived except with
the written consent of all Lenders and the Agents:

      (A) the definitions of "Aggregate Commitment," "Commitment," "Loans," "Pro
Rata Share," or any other provisions of this Agreement which relate to the Loans
or the Aggregate Commitment, and

      (B) any provision governing or providing for fees or other amounts payable
to the Agents,

      (iv)__none of the following shall require the consent,
authorization or approval of the Loan Parties:



                                      -84-
<PAGE>

      (A) amendment or modification of any agreement to which no Loan Party is a
party, and

      (B) amendment or modification of Article XI hereof (other than any
amendment or modification that would in any way either impair existing rights of
or impose additional obligations on the Loan Parties), and

      (v)__any amendment to any Subordinated Debt that decreases the rate of
interest paid thereon or extends the maturity thereof shall require only the
written consent of the Administrative Agent.

None of the provisions of Article XI hereof may be amended, modified or waived
except with the written consent of the Administrative Agent. No notice to or
demand on the Loan Parties in any case shall entitle the Loan Parties to any
other or further notice or demand in similar or other circumstances.

            SECTION 10.3. GOVERNING LAW. THIS AGREEMENT, THE NOTES, THE OTHER
FACILITY DOCUMENTS AND THE RIGHTS AND DUTIES OF THE PARTIES THEREUNDER AND WITH
RESPECT TO INTEREST, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW, EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER
JURISDICTION ARE MANDATORILY APPLICABLE TO THE EXERCISE OF REMEDIES AND THE
PERFECTION OF LIENS AND SECURITY INTERESTS UNDER THE UCC OR OTHER LAWS.

            SECTION 10.4. Notices. All notices, requests, demands or other
communications provided for herein shall be in writing and shall be deemed to
have been given (i) three Business Days after the date mailed if sent by
registered or certified mail, postage prepaid, return receipt requested, (ii) on
the day of delivery if personally delivered, addressed, as the case may be, to
the Lenders as follows:

(a)   To the Administrative Agent at:

      Bankers Trust Company
      130 Liberty Street
      25th Floor
      New York, New York 10006
      (Attention: Alexander Johnson)
      Telecopy No.: 212/669-0752

      With a copy to:

      Willkie Farr & Gallagher
      One Citicorp Center
      153 E. 53rd Street
      New York, New York 10022-4669
      (Attention:  Monty Davis);
      Telecopy No.:  212/821-8111

(b)   To the Syndication Agent at:

      The Chase Manhattan Bank
      380 Madison Avenue


                                      -85-
<PAGE>

      New York, New York 10017
      (Attention: Commercial Real Estate Finance)
      Telecopy No.: 212/622-3397

      With a copy to:

      The Chase Manhattan Bank
      Legal Department
      270 Park Avenue
      39th Floor
      New York, New York 10017
      (Attention: William C. Viets, Esq.)
      Telecopy No.: 212/270-2876

      And with a copy to:

      Willkie Farr & Gallagher
      One Citicorp Center
      153 E. 53rd Street
      New York, New York 10022-4669
      (Attention:  Monty Davis);
      Telecopy No.:  212/821-8111

(c)   To the Lenders at the respective addresses set forth on the signature
      pages hereof under the caption "Address for Notices"; and

(d)   To each of the Loan Parties at:

      c/o Cornerstone Properties Inc.
      126 East 56th Street
      New York, New York 10019
      (Attention: Kevin Mahoney)
      Telecopy No.: 212/605-7199

      With a copy to:

      Shearman & Sterling
      153 East 53rd Street
      New York, New York 10022
      (Attention: Timothy Little, Esq.)
      Telecopy No.: 212/848-7300


or to such other person or address as any party shall designate to the other
parties from time to time in writing forwarded in like manner, or (iii) on the
day of transmission if sent by telecopier and confirmed (if such day is a
Business Day or, if not, on the next succeeding Business Day), on the same day
as such notice is sent, by telephonic notice (if such day is a Business Day or,
if not, on the next succeeding Business Day) or by one of the other two methods
listed above.

            SECTION 10.5.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with GAAP,
consistently applied.  Where any accounting determination or calculation is
required to be made under this Agreement, such determination or calculation


                                      -86-
<PAGE>

(unless otherwise provided) will be made in accordance with GAAP, consistently
applied except that if because of a change in GAAP, the Loan Parties would have
to alter a previously utilized accounting method or policy in order to remain in
compliance with GAAP, such determination or calculation will continue to be made
in accordance with the Loan Parties' previous accounting methods or policy.
Unless otherwise specified herein all financial statements required to be
delivered hereunder, shall be prepared and all financial records shall be
maintained in accordance with GAAP.

            SECTION 10.6. Indemnity. The Loan Parties jointly and severally
agree to indemnify and save harmless the Lenders and the Agents and each of
their respective officers, directors, employees, agents, attorneys-in-fact and
Affiliates from and against any and all actions, causes of action, suits,
losses, liabilities and damages and expenses (including, without limitation,
reasonable attorneys' fees) in connection therewith (herein called the
"Indemnified Liabilities") incurred by the Lenders or either of the Agents or
any of their respective officers, directors, employees, agents, attorneys-in-
fact or Affiliates (in their respective capacities as such) as a result of, or
arising out of or relating to any of the transactions contemplated hereby or by
the other Facility Documents, any breach hereof or thereof, matters arising from
or at the Properties and any work, use or negligence thereat or thereof, except
for any Indemnified Liabilities arising on account of the gross negligence or
willful misconduct of the Person seeking indemnity hereunder; provided, however,
that, if and to the extent such agreement to indemnify may be unenforceable for
any reason, the Loan Parties shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which shall be
permissible under applicable law. The agreements in this Section 10.6 shall
survive the payment of the Notes and related obligations.

            SECTION 10.7. WAIVER OF JURY TRIAL AND SETOFF. EACH OF THE LOAN
PARTIES, THE AGENTS AND THE LENDERS HEREBY WAIVES (TO THE EXTENT PERMITTED BY
LAW) THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT
TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE OTHER FACILITY
DOCUMENTS OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR
THE OTHER FACILITY DOCUMENTS, OR THE VALIDITY, PROTECTION, INTERPRETATION,
COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER
ARISING, BETWEEN ANY LOAN PARTIES AND ANY OF THE LENDERS OR THE AGENTS, BETWEEN
ANY LOAN PARTIES OR ANY SUBSIDIARIES THEREOF, BETWEEN ANY LENDERS, AND BETWEEN
EITHER AGENT AND ANY LENDERS; AND THE LOAN PARTIES HEREBY WAIVE THE RIGHT TO
INTERPOSE ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM IN CONNECTION WITH ANY SUCH
LITIGATION, IRRESPECTIVE OF THE NATURE OF SUCH SETOFF, COUNTERCLAIM OR
CROSS-CLAIM (UNLESS SUCH SETOFF, COUNTERCLAIM OR CROSSCLAIM COULD NOT, BY REASON
OF ANY APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR
ALLEGED IN ANY OTHER ACTION).

            SECTION 10.8. Captions. The captions of the various sections and
paragraphs of this Agreement have been inserted only for the purpose of
convenience; such captions are not a part of this Agreement and shall not be
deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement.

            SECTION 10.9.  Lien; Setoff by Lenders.  (a) Upon the occurrence of
any Event of Default, the Agents and the Lenders are hereby authorized at any
time and from time to time, without notice to the Loan Parties, to setoff,


                                      -87-
<PAGE>

appropriate and apply any or all items hereinabove referred to against all
Indebtedness of the Loan Parties to the Agents and the Lenders, whether under
this Agreement, the Notes or otherwise, and whether now existing or hereafter
arising. Each Agent and each Lender agree promptly to notify the Borrower, on
behalf of the Loan Parties, after any such setoff and application is made by
such Agent or Lender; provided, however, that the failure to give such notice
shall be without penalty to the Agents or the Lenders and in no event shall
affect the validity of such setoff and application.

            (b) Each holder of a Note agrees that if it shall, through the
exercise of a right of banker's lien, setoff, counterclaim or otherwise, obtain
payment with respect to any Note that results in its receiving more than the
share of the aggregate payments or reductions of all Notes such holder would
have received in the absence of such action, it shall forthwith purchase from
such other holders a participation in all of the Notes held by such other
holders so that the amount of all unpaid Notes and participations therein held
by all holders shall be reinstated to the amounts existing prior to such action.

            (c) The Loan Parties jointly and severally expressly consent to the
foregoing arrangements in Section 10.9(b) and agree that any holder of a
participation in a Note so acquired may exercise any and all rights of banker's
lien, setoff, counterclaim or otherwise with respect to any and all monies owing
by such holder to the Loan Parties as fully as if such holder were a holder of a
Note in the amount of such participation. If all or any portion of any such
excess payment is thereafter recovered from the holder which received the same,
the purchase provided for in Section 10.9(b) hereof shall be rescinded to the
extent of such recovery, without interest.

            (d) Each Lender agrees that if and to the extent that any amount
received by the Administrative Agent or any Lender from any Loan Party is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or judicially required to be repaid to a trustee, receiver or any other person
under any applicable creditors' remedy proceeding with respect to a Loan Party,
including without limitation any bankruptcy proceeding, the other Lenders hereto
shall purchase from the Lender from which said amount is recovered an additional
participation in such amount equal to such Lender's Pro Rata Share of that
amount. The amount invalidated, declared to be fraudulent or preferential, set
aside or judicially required to be repaid to a trustee, receiver or any other
person under any applicable creditors' remedy proceeding shall be deemed to be
an amount immediately due and owing from the Loan Parties.

             SECTION 10.10. Jurisdiction; Service of Process. The Loan Parties,
each Agent, and each Lender hereby irrevocably consent to the non-exclusive
jurisdiction of the Courts of the State of New York, County of New York, and of
any Federal Court located in the Southern District of New York, and agrees that
venue in each of such Courts is proper in connection with any action or
proceeding arising out of or relating to this Agreement, the other Facility
Documents, or any document or instrument delivered pursuant to this Agreement or
the other Facility Documents. Nothing herein shall affect the right of the
Administrative Agent or any Lender to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
any Loan Party in any other jurisdiction if, in the sole determination of the
Administrative Agent or Lender, such proceeding or action is necessary or


                                      -88-
<PAGE>

desirable in order to enforce or give effect to any Lien, security interest,
guaranty or other right granted to such party under the Facility Documents.

            SECTION 10.11. Benefit of Agreement. This Agreement shall be binding
upon and inure to the benefit of the Loan Parties, the Agents and the Lenders
and their respective successors and assigns, and all subsequent holders of the
Notes, except that the obligation of the Lenders to make Loans hereunder shall
not inure to the benefit of any successors or assigns of the Loan Parties.

            SECTION 10.12. Counterparts. This Agreement may be executed by the
parties hereto individually or in any combination, in one or more counterparts,
each of which shall be an original and all of which shall together constitute
one and the same agreement.

            SECTION 10.13. Interest. (a) Usury Limitation. It is the intention
of the parties hereto to conform strictly to the usury laws now in force in the
appropriate controlling jurisdiction. Accordingly, if the transactions
contemplated hereby would be usurious, under any controlling law, then, in that
event, notwithstanding anything to the contrary in this Agreement, the Notes or
any other instrument or agreement entered into in connection therewith, it is
agreed as follows: (i) the aggregate of all charges that constitute interest
under the laws of the controlling jurisdiction that are contracted for,
chargeable or receivable under this Agreement or under any of the other
aforesaid instruments or agreements or otherwise in connection with the Notes
("Interest") shall under no circumstances exceed the maximum amount of interest
permitted by law (the "Maximum Amount"), and any Interest in excess of the
Maximum Amount shall be canceled automatically and shall not be payable under
this Agreement, the Notes or the aforesaid instruments or agreements and, if
theretofore paid, shall be either refunded to the Loan Parties or credited
ratably on the principal of the Notes; and (ii) in the event that the maturity
of the Notes is accelerated by reason of an election of the Required Lenders
resulting from any Event of Default under this Agreement or otherwise, or in the
event of any prepayment by any of the Loan Parties permitted or required by this
Agreement, the Notes or any of the other aforesaid instruments or agreements,
then Interest may never include more than the Maximum Amount, and excess
Interest, if any, shall be canceled automatically as of the date of such
acceleration or prepayment, and if theretofore paid, shall be either refunded to
the Loan Parties or credited ratably on the principal of the Notes; provided,
however, that nothing contained in this Section 10.13 shall be deemed to imply
that the laws of any State other than the State of New York shall govern this
Agreement or the Notes.

            (b) Recapture. (i) If, at any time, Interest would exceed the
Maximum Amount but for the foregoing limitation, Interest shall remain at the
Maximum Amount, notwithstanding any subsequent reduction of Interest, until the
total amount of Interest equals the amount of Interest which would have accrued
if Interest had not been limited to the Maximum Amount, but nothing in this
paragraph shall affect or extend the maturity of any of the Notes.

            (ii) If, at maturity or final payment of any of the Notes, the total
amount of Interest paid is less than the total amount of Interest that would
have accrued had Interest not been limited to the Maximum Amount, the Loan
Parties jointly and severally agree, to the full extent permitted by law, to pay
to the Lenders an amount equal to the positive difference, if any, derived by


                                      -89-
<PAGE>

subtracting (x) the amount of Interest that accrued on its respective Notes
pursuant to the provisions of Section 10.13(a) hereof from (y)_the lesser of (i)
the amount of Interest that would have accrued on such Notes if the Maximum
Amount had at all times been in effect, and (ii) the amount of Interest that
would have accrued if Interest on such Notes, not limited to the Maximum Amount,
had at all times been in effect.

            SECTION 10.14. Attorneys' Fees. As used in this Agreement,
"attorneys' fees" shall include, but not be limited to, all reasonable fees of
counsel (including, without limitation, those incurred on appeals) arising from
such services and all reasonably incurred expenses, costs, charges and other
fees of such counsel, and all such fees shall constitute Indebtedness of the
Loan Parties to the Agents and the Lenders under this Agreement.

            SECTION 10.15. Severability. Any provision of this Agreement
prohibited by the laws of any jurisdiction shall, as to such jurisdiction (after
giving effect to choice of law provisions hereof), be ineffective to the extent
of such prohibition, or modified to conform with such laws, without invalidating
the remaining provisions of this Agreement, and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.

            SECTION 10.16. Confidentiality. (a) The Loan Parties acknowledge
that from time to time financial advisory, investment banking and other services
may be offered or provided to the Loan Parties or one or more of their
Subsidiaries or Affiliates (in connection with this Agreement or otherwise) by
any Lender or by one or more Subsidiaries or Affiliates of such Lender, and the
Loan Parties hereby authorizes each Lender to share any information delivered to
such Lender by a Loan Party and their Subsidiaries and Affiliates pursuant to
this Agreement or the other Facility Documents, or in connection with the
decision of such Lender to enter into this Agreement, with any such Subsidiary
or Affiliate, it being understood that any such Subsidiary or Affiliate
receiving such information shall be bound by the provisions of Section 10.16(b)
hereof as if it were a Lender hereunder.

            (b) Each Lender and each Agent agrees (on behalf of itself and each
of its Affiliates, directors, officers, employees and representatives that
receives the confidential information referred to below from such Lender or the
Administrative Agent) to use reasonable precautions to keep confidential, in
accordance with its customary procedures for handling confidential information
of this nature and in accordance with safe and sound practices, any non-public
information supplied to it by the Loan Parties or their Subsidiaries or
Affiliates pursuant to this Agreement or the other Facility Documents which is
identified in writing as being confidential at the time the same is delivered to
the Lenders or the Administrative Agent; provided, however, that nothing herein
shall limit the disclosure of any such information (i) to the extent required by
statute, rule, regulation or judicial process, (ii) to counsel for any of the
Lenders or the Agents, (iii) to Governmental Authorities, or representatives
thereof, or regulatory personnel, auditors or accountants, (iv) to the Agents or
any other Lender, (v) in connection with any litigation to which any one or more
of the Lenders or the Agents is a party, (vi) to a Subsidiary or Affiliate of
such Lender as provided in Section 10.16(a) above, (vii) to any Assignee (or
prospective Assignee) so long as such Assignee (or prospective Assignee) first
executes and delivers to the respective Lender an agreement pursuant to which
such Assignee (or prospective Assignee) agrees to keep confidential the


                                      -90-
<PAGE>

above-described information on substantially the same terms as set forth above,
or (viii) to the extent such information has become public otherwise than as a
result of the violation of this Section 10.16(b) by the Person disclosing such
information.

            (c) In the event that any Lender receives a request to disclose any
non-public information of the Loan Parties or their Subsidiaries or Affiliates
under a subpoena or judicial or administrative order, such Lender shall, to the
extent not prohibited by law or such legal process, (i) notify the Loan Parties
thereof within ten (10) days after receipt of such request, (ii) consult with
the Loan Parties, to the extent reasonable, on the advisability of taking steps
to resist or narrow such request (it being understood that the cost of any such
steps would be payable by the Loan Parties within 10 days after receipt of an
invoice therefor (accompanied by customary supporting materials)), and (iii) if
disclosure is required or deemed advisable, cooperate, to the extent reasonable
(and also at the expense of the Loan Parties as described in clause (ii) above),
with the Loan Parties in any attempt that the Loan Parties may make to obtain an
order or other reliable assurance that confidential treatment will be accorded
to designated portions of the non-public information.

            SECTION 10.17. Loss, Theft, Etc. of Notes. Upon receipt by the
Borrowers of (i) an affidavit of an authorized officer of any Lender setting
forth the fact of loss, theft or destruction of any Note and of its ownership of
the Note at the time of such loss, theft or destruction; provided, however, that
such Lender agrees in writing to indemnify the Loan Parties, or (ii) a mutilated
Note, such affidavit or mutilated Note shall be accepted as satisfactory
evidence thereof and no further indemnity shall be required as a condition to
the execution and delivery of a new Note of like tenor in lieu of such lost,
stolen, destroyed or mutilated Note without expense to the holder thereof.

            SECTION 10.18. Replacement of Lender. At any time after a Lender
becomes insolvent and its assets become subject to a receiver, liquidator,
trustee, custodian, or other officer having similar powers, then the
Administrative Agent, by writing addressed to the Borrowers, and such Lender,
may nominate or propose another bank or financial institution that is willing to
become the Assignee of the Commitment of such Lender pursuant to Section 12.1
hereof (if such bank or financial institution is not then a Lender, then such
proposed Assignee shall be subject to the consent of the Borrower, which shall
not be unreasonably withheld), and, within 10 Business Days after receipt of
such notice from the Administrative Agent, such Lender shall execute and deliver
to the Administrative Agent an Assignment of its entire Commitment in favor of
the proposed Assignee in conformity with Section 12.1 hereof. In no event will
any such Lender be required to enter into an Assignment of its Commitment at a
price less than par plus accrued interest and prorated fees to the effective
date thereof.

            SECTION 10.19. Entire Agreement. This Agreement and the Facility
Documents constitute the entire agreement between the parties relative to the
subject matter hereof and thereof. Any previous agreement among the parties with
respect to such subject matter is superseded by this Agreement and the Facility
Documents as in effect as of the date hereof. In the event of any conflict or
inconsistency between the provisions hereof and of any other Facility Document,
the provisions hereof shall control.



                                      -91-
<PAGE>

            SECTION 10.20. Consent to Amendment and Restatement. By executing
this Agreement, each Lender which is an Existing Lender consents and agrees to
this amendment and restatement of the Existing Agreement and the transactions
contemplated hereby.



                                      -92-
<PAGE>

                                  ARTICLE XI
                                    AGENCY

            The Lenders and the Administrative Agent agree as follows:

            SECTION 11.1. Appointment and Actions. (a) Each Lender hereby
irrevocably designates and appoints Bankers Trust Company as the Administrative
Agent of such Lender under the Facility Documents (including any additional
documents referred to therein as "Facility Documents"). Bankers Trust Company
hereby agrees to act as the Administrative Agent under the Facility Documents.
Each Lender further hereby irrevocably designates and appoints The Chase
Manhattan Bank as the Syndication Agent of such Lender under the Facility
Documents (including any additional documents referred to therein as "Facility
Documents"). The Chase Manhattan Bank hereby agrees to act as the Syndication
Agent under the Facility Documents. Each Lender hereby irrevocably authorizes
each Agent to take such action on its behalf under the provisions hereof and
thereof and to exercise such powers and perform such duties as are expressly
delegated to such Agent by the terms hereof and thereof together with such other
powers as are reasonably incidental thereto. The Administrative Agent shall hold
any security pledged under the Facility Documents in accordance with the terms
thereof. Notwithstanding any provision to the contrary in this Agreement or any
of the other Facility Documents, the Agents shall not have any duties or
responsibilities except those expressly set forth herein or therein, nor any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Facility Documents or otherwise exist against the Agents.

            (b) The Agents may execute any of its duties by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agents shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by either
of them with reasonable care.

            (c) Neither the Agents nor any officers, directors, employees,
agents, attorneys-in-fact or Affiliates of the Administrative Agent shall be (i)
liable for any action lawfully taken or omitted to be taken by the Agents or any
such Person under or in connection with any of the Facility Documents (except
for its or such person's own gross negligence or willful misconduct), or (ii)
liable in any manner to the other Agent or any Lender for any recitals,
statements, representations or warranties made by the Loan Parties or any
Subsidiary thereof contained herein or in any certificate, report, statement or
other document referred to or provided for in, or received by either Agent under
or in connection with any of the Facility Documents, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of any of the Facility
Documents or for any failure of any Loan Party to perform its obligations under
any of the Facility Documents. The Agents shall not be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of any of the Facility Documents,
or to inspect the properties, books or records of any Loan Party or any other
Person.

            (d) The Agents shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message,


                                      -93-
<PAGE>

statement, order or other document or conversation reasonably believed by it to
be genuine and correct and to have been signed, sent or made by the proper
person or persons and upon advice and statements of legal counsel (including,
without limitation, counsel to a Loan Party), independent accountants and other
experts selected by the Agents. The Agents may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed in accordance
with Section 12.1 hereof.

            (e) The Agents shall be fully justified in failing or refusing to
take any action under any of the Facility Documents unless they shall first
receive such advice or concurrence of the Lenders as they shall deem appropriate
or as required by the specific terms of this Agreement or they shall first be
indemnified to their satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Agents shall in all cases be fully protected in
acting, or in refraining from acting, under any of the Facility Documents in
accordance with a request of the Required Lenders (or all of the Lenders if
specifically required by the terms of this Agreement), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes.

            (f) The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default or any default
under any document, agreement or instrument delivered in connection therewith,
unless the Administrative Agent shall have actual knowledge thereof or shall
have received notice from any Lender or any Loan Party, describing such event,
act or condition, Default or Event of Default and stating that such notice is a
"notice of default." In the event that the Administrative Agent has such actual
knowledge or receives such a notice, the Administrative Agent shall give notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such event, act or condition or Default or Event of Default as shall
be reasonably directed by the Required Lenders (or all Lenders if specifically
required by the terms of this Agreement) in writing; provided, however, that,
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such event, act or
condition, Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

            (g) Until such time as the Administrative Agent shall have been
notified in writing duly executed on behalf of any Lender by an officer thereof
duly authorized to take such action, that such Lender has sold all or a portion
of the Loan made by, or Commitment of, such Lender, the Administrative Agent may
treat such Lender as the owner or holder of such Lender's share of the Loans or
Aggregate Commitment, as applicable, in accordance with the percentages thereof
advanced by such Lender.

            (h) At any time or times, in order to comply with any legal
requirement in any jurisdiction, the Administrative Agent may appoint another
bank or trust company or one or more other Persons, either to act as
co-administrative agent or co-administrative agents, jointly with the
Administrative Agent, or to act as separate agent or agents on behalf of the
Lenders with such power and authority as may be necessary for the effectual


                                      -94-
<PAGE>

operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the Administrative Agent, include
provisions for the protection of such co-agent or separate agent similar to the
provisions of this Article XI).

            (i) The Administrative Agent shall forward promptly to the Lenders
copies of all reports, notices, and other information received by them pursuant
to Section 7.1 hereof.

            SECTION 11.2. Independent Credit Decisions. Each Lender expressly
acknowledges that neither the Agents nor any officers, directors, employees,
agents, attorneys-in-fact or Affiliates of the Agents has made any
representations or warranties to it and that no act by the Agents hereinafter
taken, including any review of the affairs of the Loan Parties and their
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Agents to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon the Agents or the other Lenders, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
Subsidiaries and made its own decision to enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon the Agents
or the other Lenders, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action hereunder, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their Subsidiaries. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Agents shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of the Loan Parties or their Subsidiaries which may come into
the possession of either of the Agents or any of officers, directors, employees,
agents, attorneys-in-fact or Affiliates of the Agents.

            SECTION 11.3. Indemnification of Agents. (a) Each Lender agrees to
indemnify Bankers Trust Company in its capacity as Administrative Agent (to the
extent not reimbursed by the Loan Parties), ratably according to its percentage
of the Aggregate Commitment, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of any of the
Notes) be imposed on, incurred by or asserted against the Administrative Agent
in any way relating to or arising out of this Agreement, the other Facility
Documents or the transactions contemplated hereby or thereby or any action taken
or omitted to be taken by the Administrative Agent under or in connection with
any of the foregoing; provided, however, that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from the Administrative Agent's gross negligence or willful misconduct.
The obligations of the Lenders under this Section 11.3(a) shall survive the
payment of the Notes and related obligations.



                                      -95-
<PAGE>

            (b) Each Lender agrees to indemnify The Chase Manhattan Bank in its
capacity as Syndication Agent (to the extent not reimbursed by the Loan
Parties), ratably according to its percentage of the Aggregate Commitment, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of any of the Notes) be imposed on, incurred by or
asserted against the Syndication Agent in any way relating to or arising out of
this Agreement, the other Facility Documents or the transactions contemplated
hereby or thereby or any action taken or omitted to be taken by the Syndication
Agent under or in connection with any of the foregoing; provided, however, that
no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Syndication Agent's gross
negligence or willful misconduct. The obligations of the Lenders under this
Section 11.3(b) shall survive the payment of the Notes and related obligations.

            SECTION 11.4. Resignation and Succession. Either Agent may resign as
Administrative Agent or Syndication Agent, as the case may be, upon 10 days'
written notice to the other Agent, the Lenders and the Loan Parties, and the
Administrative Agent may be removed as Administrative Agent with cause upon 10
days' prior written notice to such effect to the Agents and the Loan Parties
from the Required Lenders; provided, however, that the resignation or removal of
the Administrative Agent shall not become effective until a successor
Administrative Agent shall have accepted its appointment hereunder; and
provided, further, that in the event Bankers Trust Company, as Administrative
Agent on and as of the Effective Date, resigns or is removed as Administrative
Agent, the Lenders shall offer to appoint The Chase Manhattan Bank as successor
Administrative Agent hereunder, which appointment The Chase Manhattan Bank shall
determine to accept or reject in its sole discretion, and the Borrowers shall be
deemed to have consented to the appointment of The Chase Manhattan Bank as
successor Administrative Agent; and provided, further, that if no successor
shall have so accepted within 45 days from the date of such notice, the
Administrative Agent may appoint a Lender as successor Administrative Agent; and
provided, further, that if the Syndication Agent shall resign, no successor
Syndication Agent shall be appointed. If the Administrative Agent shall resign
or be removed as such, then the Required Lenders, with (except in a case where
The Chase Manhattan Bank or Bankers Trust Company becomes the successor
Administrative Agent) the consent of the Borrowers (which consent shall not be
unreasonably withheld or delayed), shall appoint a successor Administrative
Agent, as the case may be, whereupon such successor shall succeed to the rights,
powers and duties of the resigning Agent, and the term "Administrative Agent"
shall mean such successor Administrative Agent effective upon its appointment,
and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Notes. After any retiring Agent's
resignation or removal hereunder as such, the provisions of this Article XI
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was an Administrative Agent or Syndication Agent under this Agreement.
In the event that the Administrative Agent becomes subject to the receivership
of the Federal Deposit Insurance Corporation or any successor entity, such
receiver commences the liquidation of such Administrative Agent, and Lenders
holding at least 10% of the Aggregate


                                      -96-
<PAGE>

Commitments request the Agent to resign because of such receivership, the
Administrative Agent's agency under this Agreement shall terminate.




                                      -97-
<PAGE>

                                 ARTICLE XII
                             SALES AND TRANSFERS

            SECTION 12.1. Sales and Transfers. (a) Subject to the provisions of
this Section 12.1, any Lender, after 10 days' prior written notice to the
Borrower and the Administrative Agent and subject to the prior written consent
of the Administrative Agent (which consent shall not be unreasonably withheld),
may execute an assignment and acceptance substantially in the form of Exhibit E
hereto, with appropriate insertions (herein individually called an "Assignment"
and collectively called the "Assignments"), whereby such Lender (herein each, an
"Assignor") shall assign, without recourse and without representation or
warranty except as specifically set forth in said Assignment, to one or more
Eligible Assignees (herein individually called an "Assignee" and collectively
called the "Assignees") all or any part of the Assignor's rights and benefits,
and delegate all or any part of the Assignor's obligations, under this
Agreement, the Commitment, the Loans and the Notes; provided, however, that the
of such Lender's Commitment proposed to be assigned is at least $5,000,000 or,
if less than $5,000,000, the totality of such Lender's Commitment; and provided,
further, that upon the occurrence and during the continuance of an Event of
Default, none of the foregoing restrictions shall apply, except that while an
Event of Default (other than an Event of Default that shall have required that
the Administrative Agent shall have delivered a notice of the underlying
default) shall be continuing but prior to acceleration, the applicable Lender
shall give the Administrative Assignor may not make an Assignment to an Assignee
unless the amount Agent five (5) business days' written notice by telecopy of
its intention to assign any or all of its interest in this Agreement.

            (b) Upon execution, delivery and acceptance of each Assignment, from
and after the effective date specified therein, which effective date shall be at
least five Business Days after the execution thereof, the Borrowers, the
Administrative Agent, and each of the Lenders agree that, to the extent of any
such Assignment,

      (i) the Assignee, in addition to any rights, benefits and obligations
hereunder held by it immediately prior to such effective date, shall have the
rights, benefits and obligations of a Lender under this Agreement, the
Assignor's Commitment, the Loans, and the Notes as it would have if it were a
Lender hereunder to the extent that the same have been assigned and delegated to
it pursuant to such Assignment; and

      (ii) the Assignor, to the extent that rights, benefits and obligations
hereunder have been assigned and delegated by it pursuant to such Assignment,
shall relinquish its rights and benefits and be released from its obligations
under this Agreement (and, in the case of an Assignment covering all or the
remaining portion of the Assignor's rights, benefits and obligations under this
Agreement, the Assignor shall cease to be a Lender hereunder), except that in
all cases the Assignor shall remain entitled to the rights and benefits arising
under Sections 2.9, 2.12, 3.3, 7.12 and 10.6 hereof and shall remain liable with
respect to any of its obligations arising under Sections 2.9, 3.3 or 10.13 or
Article XI hereof, in either case with respect to any matters arising prior to
(or with respect to Sections 2.9 or 3.3 hereof, any payments made by


                                      -98-
<PAGE>

a Loan Party in respect of any additional cost, reduction or other payment
referred to therein prior to) the effective date of any such Assignment;

provided, however, that the Administrative Agent and each Lender shall be
entitled to continue to deal solely and directly with the Assignor in connection
with the interests so assigned and delegated to the Assignee until written
notice of such Assignment, together with addresses and related information with
respect to the Assignee, shall have been given to the Administrative Agent and
each Lender by the Assignor and the Assignee.

            (c) Upon its receipt of an Assignment executed by the Assignor and
an Assignee, together with the Note or Notes (if applicable) subject to such
Assignment and payment by the Assignor or the Assignee of an administrative fee
in the amount of $3,000 per Assignee, the Administrative Agent, if such
Assignment has been completed and is in substantially the form of Exhibit E
hereto, shall accept such Assignment and forward a photostatic copy thereof to
the Loan Parties and the Administrative Agent. Within 5 Business Days after its
receipt of a photostatic copy of such Assignment, the Loan Parties shall execute
and deliver to the Administrative Agent, to be exchanged for the Note or Notes
delivered to the Administrative Agent by the Assignor, a new Note or Notes
payable to the order of the Assignee in an amount equal to the Commitment
assumed by it pursuant to such Assignment and, if the Assignor has retained a
Commitment hereunder, a new Note or Notes payable to the order of the Assignor
in an amount equal to the Commitment retained by it hereunder. Such new Note or
Notes shall be in aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment, shall be payable to the order of the Assignee and, if
applicable, the Assignor, otherwise shall be in substantially the form of such
surrendered Note or Notes, and shall constitute Note(s) under this Agreement.
Such new Note or Notes shall be in replacement and substitution for, and not in
payment of, the Notes delivered to the Administrative Agent by the Assignor. The
Administrative Agent shall deliver such new Note or Notes to the payee or payees
thereof and shall mark the old Note or Notes previously held by the Assignor as
"replaced" and shall deliver the same to the Borrowers.

            (d) Within five Business Days after each Assignment has been
accepted in accordance with the terms hereof, the Administrative Agent shall
revise Exhibit A hereto to set forth (i) the amount of the Loan of each Assignee
and such Assignee's name and address and (ii) the amount of the Loan, if any,
retained by the Assignor, and the appropriate officer of the Loan Parties and
the Administrative Agent shall initial each such revision.

            (e) Notwithstanding the foregoing provisions of this Section 12.1,
any Lender at any time may assign all or any portion of its rights under this
Agreement and the other Facility Documents to (i) a Federal Reserve Bank without
complying with such provisions; provided, however, that no such assignment shall
release the assigning Lender from its obligations hereunder or under the other
Facility Documents or (ii) an Affiliate of such Lender without consent by the
Administrative Agent.

            (f) Each Lender shall have the right at any time to sell
participations to any other Person in all or any part of such Lender's
Commitment and the Loans made by it; provided, however, that the holder of any


                                      -99-
<PAGE>

participation, other than an Affiliate of the Lender granting such
participation, shall not be entitled to require such Lender to take or omit to
take any action hereunder except action directly affecting (i) the extension of
the scheduled final maturity date of or regularly scheduled maturity of any
portion of their principal amount of, or interest on, any Loan allocated to such
participation or (ii) a reduction of the principal amount of, or the rate of
interest payable on, any Loan allocated to such participation, and all amounts
payable by the Borrowers hereunder shall be determined as if such Lender had not
sold such participation.




                                      -100-
<PAGE>

            THIS AGREEMENT CONTAINS A WAIVER OF TRIAL BY JURY.  SEE SECTION 10.7
HEREOF.

            IN WITNESS WHEREOF, the Borrowers, the Guarantors, the Agents and
the Lenders have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first above written.

BORROWERS:

CORNERSTONE PROPERTIES INC.


By:__________________________
   Name:
   Title:

By:__________________________
   Name:
   Title:

CORNERSTONE PROPERTIES LIMITED PARTNERSHIP

By:   CORNERSTONE PROPERTIES, INC.,
      Its General Partner
By:__________________________
   Name:
   Title:
By:__________________________
   Name:
   Title:




                                      -101-
<PAGE>

                                    GUARANTORS:

CORNERSTONE DENVER LLC
CORNERSTONE PEACHTREE LLC
500 BOYLSTON CORNERSTONE LLC
222 BERKELEY CORNERSTONE LLC
125 SUMMER STREET CORNERSTONE LLC
CORNERSTONE MINNEAPOLIS LLC
CORNERSTONE NEW YORK LLC
CORNERSTONE 11 CANAL CENTER LLC
CORNERSTONE 99 CANAL LLC
CORNERSTONE SEATTLE LLC

By:  CORNERSTONE PROPERTIES LIMITED
      PARTNERSHIP, the sole member of
      each

By:  CORNERSTONE PROPERTIES INC., its
      general partner


By:/S/ Kevin P. Mahoney
   Name:  Kevin P. Mahoney
   Title:  Vice President

By:/S/ Thomas P. Loftus
   Name:  Thomas P. Loftus
   Title:  Vice President and
           Secretary

ONE UNITED REALTY CORPORATION


By:__________________________
   Name:
   Title:

By:__________________________
   Name:
   Title:

CORPRO REAL ESTATE MANAGEMENT, INC.


By:__________________________
   Name:
   Title:

By:__________________________
   Name:
   Title:


NWC FUNDING CORPORATION
<PAGE>

By:__________________________
   Name:
   Title:

By:__________________________
   Name:
   Title:


TULP FUNDING CORPORATION


By:__________________________
   Name:
   Title:

By:__________________________
   Name:
   Title:

CSTONE-PITTSBURGH TRUST


By:__________________________
   Name:
   Title:  Trustee

By:__________________________
   Name:
   Title:

                               AGENTS AND LENDERS:

                              BANKERS TRUST COMPANY
                                          as Administrative Agent and Lender


                                    By:   ______________________________
      Title:

Address for Notices:

                               130 Liberty Street
                                    25th Floor
                                    New York, New York 10006
                                    (Attention: Alexander Johnson)
Telecopy No.: 212/669-0752


                                    THE CHASE MANHATTAN BANK
                                          as Syndication Agent and Lender
<PAGE>

                                    By:   ______________________________
      Title:

Address for Notices:

380 Madison Avenue
New York, New York 10017
(Attention: Commercial Real Estate Finance)
Telecopy No.: 212/622-3397

                             THE BANK OF NOVA SCOTIA
                                    as Lender


                                By
                                     Title:

Address for Notices:

Attn: Kim Hartman
Relationship Manager
One Liberty Street
New York, New York 10005
Phone (212) 225-5175
Fax (212) 225-5166

COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH
      as Lender


By:
     Title:

Address for Notices:

Attn: David Schwarz
Vice President
Two World Financial Center -- 33rd Floor
New York, New York 10281-1050
Phone (212) 266-7632
Fax (212) 266-7530


NATIONSBANK OF TEXAS, N.A.
      as Lender


By:
     Title:

Address for Notices:

Attn: Rick Bower
<PAGE>

Vice President
901 Main Street -- 51st Floor
Dallas, Texas 75202
Phone (214) 508-1552
Fax (214) 508-0085

KEYBANK NATIONAL ASSOCIATION
      as Lender


By:
     Title:

Address for Notices:

Attn: Rex E. Rudy
Vice President
127 Public Square -- 6th Floor
Cleveland, Ohio 44114-1306
Phone (216) 689-0801
Fax (216) 689-4997

PNC BANK, NATIONAL ASSOCIATION
      as Lender


By:
     Title:

Address for Notices:

Attn: Daniel P. Sefcik
Vice President
345 Park Avenue -- 29th Floor
New York, New York 10154
Phone (212) 409-3715
Fax (212) 409-3737

SUMMIT BANK
      as Lender

By:
     Title:

Address for Notices:

Attn: Gregory A. Haines
Vice President
750 Walnut Avenue -- 1st Floor
Cranford, New Jersey 07106
Phone (908) 709-6079
Fax (908) 709-6440

THE SUMITOMO BANK, LIMITED
<PAGE>

      as Lender


By:
     Title:

Address for Notices:

Attn: Anthony Mugno
Assistant Treasurer
277 Park Avenue -- 6th Floor
New York, New York 10005
Phone (212) 224-4170
Fax (212) 224-5198

CITIZENS BANK OF RHODE ISLAND
      as Lender


By:
     Title:

Address for Notices:

Attn: Laurel L. Bowerman
Senior Vice President
One Citizens Plaza
Providence, Rhode Island 02903
Phone (401) 456-7268
Fax (401) 455-5410

CRESTAR BANK
      as Lender


By:______________________________
     Title:

Address for Notices:

Attn: Donna M. Beames
Vice President
8245 Boone Boulevard -- Suite 820
Vienna, Virginia 22182
Phone (703) 902-9116
Fax (703) 902-9190

MELLON BANK, N.A.
      as Lender


By:
     Title:
<PAGE>

Address for Notices:

Attn: Lara Hartin
Assistant Vice President
1735 Market Street -- 193-0425
Philadelphia, Pennsylvania 19101
Phone (215) 553-3622
Fax (215) 553-3472

MICHIGAN NATIONAL BANK
      as Lender


By:
     Title:

Address for Notices:

Attn: Irwin S. Knox
Relationship Manager
27777 Inkster Road
Farmington Hills, Michigan 48333-9065
Phone (248) 473-5277
Fax (248) 473-5299

DEUTSCHE GENOSSENSCHAFTSBANK,
CAYMAN ISLANDS BRANCH
      as  Lender


By:
     Title:

Address for Notices:

Attn: Linda O'Connell
Vice President
609 Fifth Avenue
New York, New York 10017-1021
Phone (212) 745-1586
Fax (212) 745-1556
<PAGE>

                                  Exhibit A

                                   LENDERS

Lender*                                                   Commitment Amount


BANKERS TRUST COMPANY                                           $30,000,000
THE CHASE MANHATTAN BANK                                        $35,000,000
THE BANK OF NOVA SCOTIA                                         $30,000,000
COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH                 $30,000,000
NATIONSBANK OF TEXAS, N.A.                                      $30,000,000
KEYBANK NATIONAL ASSOCIATION                                    $30,000,000
PNC BANK, NATIONAL ASSOCIATION                                  $25,000,000
SUMMIT BANK                                                     $25,000,000
THE SUMITOMO BANK                                               $20,000,000
CITIZENS BANK OF RHODE ISLAND                                   $20,000,000
CRESTAR BANK                                                    $20,000,000
MELLON BANK, N.A.                                               $20,000,000
MICHIGAN NATIONAL BANK                                          $20,000,000
DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLANDS BRANCH             $15,000,000



--------

     *            Lending Office indicated only if different than
            office shown for notice purposes.
<PAGE>

                                  EXHIBIT B



                             REVOLVING LOAN NOTE


Lender:                                                    New York, New York
Commitment: $________________                             _________ __, 199__


      FOR VALUE RECEIVED, the undersigned, CORNERSTONE PROPERTIES INC., a
corporation duly organized and validly existing under the laws of the State of
Nevada ("Cornerstone") and CORNERSTONE PROPERTIES LIMITED PARTNERSHIP, a
Delaware limited partnership (collectively with Cornerstone, the "Borrowers"),
hereby jointly and severally unconditionally promise to pay to the order of the
Lender stated above (the "Lender") at the office of Bankers Trust Company,
located at ____________, in lawful money of the United States of America and in
immediately available funds, on the Maturity Date the principal amount equal to
the lesser of (a) the Commitment stated above and (b) the aggregate principal
amount of the Loans from time to time outstanding made by the Lender to the
Borrowers pursuant to subsection 2.1 of the Credit Agreement as hereinafter
defined. The Borrowers further jointly and severally agree to pay interest in
like money at such office on the unpaid principal amount hereof from time to
time outstanding at the rates and on the dates specified in the Credit
Agreement.

      The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, type and amount of each Loan
made pursuant to the Credit Agreement and the date and amount of each payment or
prepayment of principal thereof, each continuation thereof, each conversion of
all or a portion thereof to another type and, in the case of Eurodollar Rate
Loans, the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect
the obligation of Borrower to repay any Loan in accordance with the terms of the
Credit Agreement.

      This Note (a) is one of the Notes referred to in the Amended and Restated
Revolving Credit and Guaranty Agreement dated as of January 20, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrowers, the Guarantors signatory therteto, the Lenders
signatory thereto, Bankers Trust Company, as Administrative Agent for the
Lenders, and The Chase Manhattan Bank, as Syndication Agent for the Lenders, (b)
is subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement.

      Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

      All parties now and hereafter liable with respect to this Note hereby
waive presentment, demand, protest and all other notices of any kind.
<PAGE>

      Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

CORNERSTONE PROPERTIES INC.


By:

Name:

Title:

CORNERSTONE PROPERTIES LIMITED PARTNERSHIP

By:   CORNERSTONE PROPERTIES, INC.,
      Its General Partner


By:

Name:

Title:
<PAGE>

                                                                      SCHEDULE 1
                                                          To REVOLVING LOAN NOTE



                  LOANS, CONVERSIONS AND PAYMENTS OF ABR LOANS



                                      Amount Of      Unpaid
                         Amount of    ABR Loans     Principal
            Amount of    Principal    Converted    Balance Of    Notation
  Date      ABR Loans     Repaid         To         ABR Loans     Made By
                                     Eurodollar
                                     Rate Loans
--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

--------- ------------- ----------- ------------- ------------- -----------

---------                                                       -----------

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

                                                                      SCHEDULE 2
                                                          To REVOLVING LOAN NOTE



                   LOANS AND PAYMENTS OF EURODOLLAR RATE LOANS



                        Interest               Amount Of     Unpaid
                          and                  ABR Loans    Principal
          Amount of    Eurodollar   Amount of  Converted   Balance Of
         Eurodollar    Rate With    Principal      to      Eurodollar   Notation
Date     Rate Loans     Respect      Repaid    Eurodollar  Rate Loans    Made By
                        Thereto                Rate Loans
------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------

------- ------------- ------------ ----------- ----------- ---------------------


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

                                                                       EXHIBIT C
                                 LOAN REQUEST
                                                         ______________, 19___
Bankers Trust Company
as Administrative Agent
130 Liberty Street
25th Floor
New York, New York 10006

Attention: Alexander Johnson


Re:   Amended and Restated Revolving Credit and Guaranty
      Agreement, dated as of January 20, 1998 (as amended or
      supplemented from time to time, the "Credit Agreement"),
      among Cornerstone Properties Inc. and Cornerstone
      Properties Limited Partnership, as Borrowers, the
      Guarantors signatory thereto, the Lenders signatory
      thereto, Bankers Trust Company, as Administrative Agent
      for the Lenders, and The Chase Manhattan Bank, as
      Syndication Agent for the Lenders
      ---------------------------------

Dear Sir or Madam:

      Reference is made to the above-referenced Credit Agreement (capitalized
terms used herein that are not defined shall have the respective meanings
ascribed thereto in the Credit Agreement). [NAME OF BORROWER] hereby gives
irrevocable notice of its intention to borrow (the "Borrowing") the following
amounts under the Credit Agreement as set forth below.

      1. The Funding Date of the proposed Borrowing is ___________, 19__.

      2. The aggregate amount of the proposed Borrowing is $_______.

      3. The Borrowing is to be comprised of $_________ of [Eurodollar Rate]
[ABR] Loans.

      4. The duration of the Interest Period for the proposed Loan, if a
Eurodollar Loan, shall be ____ months.

      The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds
therefrom:

      (a) the representations and warranties of the Borrowers contained in
Article V of the Credit Agreement are true and correct as through made on and as
of such date (except to the extent such representations and warranties relate to
a specific date, in which case they are true and correct as of such date);

      (b) no Default or Event of Default has occurred and is continuing, or
would result from such proposed Borrowing; and

                                    -2-
<PAGE>

      (c) The proposed Borrowing will not cause the aggregate principal amount
of all outstanding Loans plus the Letter of Credit Obligations to exceed the
combined Commitments of the Lenders.

      The Borrowers represents and warrants, as of the date hereof, that after
giving effect to the Loans requested above, all the requirements contained in
Section 6.1 of the Credit Agreement are satisfied.

CORNERSTONE PROPERTIES INC.,
individually and as sole general
partner of CORNERSTONE PROPERTIES LIMITED
PARTNERSHIP


By:
   Name:
   Title:


By:
   Name:
   Title:






                                    -1-
<PAGE>

                                                                       EXHIBIT D

                             CONTINUATION REQUEST

                                                           ____________, 19___


Bankers Trust Company
as Administrative Agent
130 Liberty Street
25th Floor
New York, New York 10006

Attention: Alexander Johnson

      Re:   Amended and Restated Revolving Credit and Guaranty Agreement, dated
            as of January 20, 1998 (as amended or supplemented from time to
            time, the "Credit Agreement"), among Cornerstone Properties Inc. and
            Cornerstone Properties Limited Partnership, as Borrowers, the
            Guarantors signatory thereto, the Lenders signatory thereto, Bankers
            Trust Company, as Administrative Agent for the Lenders, and The
            Chase Manhattan Bank, as Syndication Agent for the Lenders

Dear Sir or Madam:

      Reference is made to the above-referenced Credit Agreement (capitalized
terms used herein that are not defined shall have the respective meanings
ascribed thereto in the Credit Agreement). The Borrower hereby gives irrevocable
notice of its intention to continue the Loans for an additional Interest Period
under the Credit Agreement as set forth below.

      Please continue $ of the Loans of the undersigned, the Interest Period
with respect to which ends, 19 (which is not less than three Eurodollar Business
Days from the date hereof), as a Loan with an Interest Period commencing on and
including such date and ending, subject to the limitations applicable to
Interest Periods for Loans as set forth in the definition of Interest Period
contained in the Credit Agreement, on the date that is [one] [two] [three] [six]
[twelve]* months thereafter.

      The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true as of the date any Loan is continued as
requested above, before and after giving effect thereto and to the application
of proceeds therefrom:

      (a) the representations and warranties of the Borrower contained in
Article V of the Credit Agreement are true and correct as through made on and as
--------
*     12-month Interest Periods may not be requested without the unanimous
      consent of all Lenders.


                                    -2-
<PAGE>

of such date (except to the extent such representations and warranties relate to
a specific date, in which case they are true and correct as of such date);

      (b) no Default or Event of Default has occurred and is continuing, or
would result from such proposed continuation; and

      (c) The proposed continuation will not cause the aggregate principal
amount of all outstanding Loans plus the Letter of Credit Obligations to exceed
the combined Commitments of the Lenders.

CORNERSTONE PROPERTIES INC.,
individually and as sole general
partner of CORNERSTONE PROPERTIES
LIMITED PARTNERSHIP


By:
   Name:
   Title:


By:
   Name:
   Title:




                                    -1-
<PAGE>

                                                               EXHIBIT E


                       ASSIGNMENT AND ACCEPTANCE


            Reference is made to the Amended and Restated Revolving Credit and
Guaranty Agreement, dated as of January 20, 1998 (as amended or supplemented
from time to time, the "Credit Agreement"), among Cornerstone Properties Inc.
and Cornerstone Properties Limited Partnership, as Borrowers, the Guarantors
signatory thereto, the Lenders signatory thereto, Bankers Trust Company, as
Administrative Agent for the Lenders, and The Chase Manhattan Bank, as
Syndication Agent for the Lenders (together with the Administrative Agent, the
"Agents"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to such terms by the Credit Agreement.

                         (the "Assignor") and    (the "Assignee") hereby
agree as follows:

            1. The Assignor hereby irrevocably sells, assigns and delegates to
the Assignee without recourse to the Assignor, and the Assignee hereby purchases
and assumes from the Assignor, without recourse and without representation or
warranty except as otherwise specifically set forth in Section 2 below, a
$_______________** interest in and to all of the Assignor's rights and
obligations under Assignor's Loan and its Note set forth on Schedule I hereto
(the "Assigned Loan") and related rights and obligations under the Credit
Agreement and other Facility Documents.

            2. The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Facility Document or any other instrument or document
furnished pursuant thereto, other than that it has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of Borrowers
or the performance or observance by Borrowers of their obligations under the
Credit Agreement or any other Facility Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches the Revolving
Loan Note evidencing the Assigned Loan and requests that the Administrative
Agent exchange such Note for (i) a new Revolving Loan Note, dated
_______________, 19__, in the principal amount of $_______________ payable to
the order of the Assignee, and (ii) a new Revolving Loan Note, dated
_______________ 19__, in the principal amount of $_______________ payable to the
order of the Assignor.


--------
*     The minimum amount that may be assigned is equal to the lesser of (i)
      $_______ or (ii) the Commitment of the Assignor as determined in
      accordance with the Credit Agreement.
<PAGE>

            3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements referenced therein 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 Acceptance; (c) acknowledges and agrees that it
has made and will make such inquiries and has taken and will take such care on
its own behalf as would have been the case had it made a Loan directly to the
Borrowers without the intervention of the Assignor, the Agents or any other
Person; (d) acknowledges and agrees that it will perform in accordance with
their terms all of the obligations that, by the terms of any Facility Document,
are required to be performed by it as a Lender; (e) agrees that it will,
independently and without reliance upon the Assignor, the Agents or any other
Person which has become a 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 Credit Agreement; (f) appoints and
authorizes the Agents to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement as are delegated to the Agents by the
terms thereof, together with such powers under the Credit Agreement as are
incidental thereto; (g) agrees that it will be bound by the provisions of the
Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to Section
3.3(f) of the Credit Agreement to deliver the forms prescribed by the Internal
Revenue Service of the United States certifying as the Assignee's exemption from
United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement, or such other documents as are necessary to
indicate that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty; (h) confirms the Assignee is eligible as an "Assignee"
under the terms of the Credit Agreement; (i) acknowledges and agrees that
neither the Assignor nor the Agents makes any representation or warranty or
assumes any responsibility with respect to any statements, warranties or
representations made in or in connection with any Facility Document or the
authorization, execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Facility Document or any other instrument or
document furnished pursuant thereto; and (j) acknowledges and agrees that
neither the Assignor nor the Agents makes any representation or warranty or
assumes any responsibility with respect to the financial condition or
creditworthiness of the Loan Parties or any other Person or the performance or
observance by the Loan Parties or any other Person of any obligations under any
Facility Document or any other instrument or document furnished pursuant
thereto.

            4. The effective date for this Assignment and Acceptance shall be
_______________ 19__ (the "Effective Date")** Following the execution of this
Assignment and Acceptance by the Assignor and the Assignee, it will be delivered
to the Administrative Agent for acceptance by the Administrative Agent, and the
--------
**          The requested Effective Date must be at least five Business Days
            after the execution of this Assignment and Acceptance.
<PAGE>

Assignor shall pay to the Administrative Agent a $3,000 assignment fee.
Following such payment, and acceptance by the Agent of this Assignment and
Acceptance, a photostatic copy hereof shall be delivered to the Borrowers and
the Administrative Agent. Within five (5) Business Days after the Borrowers'
receipt of such photostatic copy, the Borrowers shall execute and deliver to the
Administrative Agent the new Revolving Loan Note or Notes to be held in escrow
pending release of the Revolving Loan Note (in the appropriate outstanding
principal amount) evidencing the Assigned Loan to the Borrowers. The
Administrative Agent shall deliver the new Revolving Loan Note or Notes to the
payee(s) thereof, shall mark the Revolving Loan Note evidencing the Assigned
Loan as "replaced" and shall deliver the same to the Borrowers.

            5.    Upon such acceptance by the Administrative Agent, as of the
Effective Date,

      (a) From and after the Effective Date, (a) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Facility Documents and shall be bound by the provisions thereof, and

      The Assignee, in addition to any rights, benefits and obligations under
the Facility Documents held by it immediately prior to the Effective Date, shall
have the rights, benefits and obligations of a Lender under the Facility
Documents that have been assigned to it (including, but not limited to,
obligations to the Borrower under the Facility Documents) pursuant to this
Assignment and Acceptance. The Assignee shall become a Lender for all purposes
of the Credit Agreement and the other Facility Documents, and execution hereof
shall be deemed to be execution of the Credit Agreement; and

      (b) The Assignor, to the extent provided in this Assignment and
Acceptance, shall relinquish its rights and benefits and be released from its
obligations under the Credit Agreement (and, in the case of an Assignment
covering all or the remaining portion of the Assignor's rights, benefits and
obligations under the Facility Documents, the Assignor shall cease to be a
Lender under the Facility Documents).

            6. Upon such acceptance by the Administrative Agent, from and after
the Effective Date, the Administrative Agent shall make payments under the
Credit Agreement in respect of the Assigned Loan (including, without limitation,
all payments of principal, interest and fees with respect thereto) to the
Assignee , whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. The Assignor and the Assignee agree
that they shall make all appropriate adjustments in payments under the Credit
Agreement by the Administrative Agent for periods prior to the Effective Date
directly between themselves.

            7. The Assignor agrees to give written notice of this Assignment and
Acceptance to the Agents, each Lender and the Borrower, which written notice
shall include the addresses and related information with respect to the
Assignee.
<PAGE>

            8. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

            9. EACH OF THE ASSIGNOR AND THE ASSIGNEE HEREBY WAIVES (TO THE
EXTENT PERMITTED BY LAW) THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION IN ANY
COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS ASSIGNMENT AND
ACCEPTANCE AGREEMENT, ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS
ASSIGNMENT AND ACCEPTANCE AGREEMENT, OR THE VALIDITY, INTERPRETATION, OR
ENFORCEMENT THEREOF.
<PAGE>

            IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Acceptance to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date and year first above written.

[NAME OF ASSIGNOR]                        [NAME OF ASSIGNEE]

By:                                        By:

Title:                                    Title:



Accepted this ______ day of
_______________, 19____

BANKERS TRUST COMPANY,
  as Administrative Agent


By:

Title:
<PAGE>

                                                                       EXHIBIT F

             PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                        One Lincoln Centre (Board v. 2)
                          Oakbrook Terrace, Illinois
                    As of Nov. 1996 for 293,784 Square Feet


                 [To be provided upon request to the Company.]
<PAGE>

                                                                       EXHIBIT G
                           LETTER OF CREDIT REQUEST

No. (1)                                         ______________, 19___

Bankers Trust Company
as Administrative Agent
130 Liberty Street
25th Floor
New York, New York 10006

Attention: Alexander Johnson

[Name and address of Issuing Bank]

Re:   Amended and Restated Revolving Credit and Guaranty
      Agreement, dated as of January 20, 1998 (as amended or
      supplemented from time to time, the "Credit Agreement"),
      among Cornerstone Properties Inc. and Cornerstone
      Properties Limited Partnership, as Borrowers, the
      Guarantors signatory thereto, the Lenders signatory
      thereto, Bankers Trust Company, as Administrative Agent
      for the Lenders, and The Chase Manhattan Bank, as
      Syndication Agent for the Lenders
      ---------------------------------

Dear Sir or Madam:

      Reference is made to the above-referenced Credit Agreement (capitalized
terms used herein that are not defined shall have the respective meanings
ascribed thereto in the Credit Agreement).

      The Borrower hereby requests that [name of Issuing Bank], in its
individual capacity, issue a Standby Letter of Credit for the account of the
undersigned on ________________, 19__ (the "Date of Issuance") in the aggregate
stated amount of $____________.

      The beneficiary of the requested Letter of Credit will be ________________
[name of beneficiary], and such Letter of Credit will be in support of (2) and
will have a stated expiration date of (3) .

      The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the Date of Issuance, before and after
giving effect to the issuance of the Letter of Credit:

      (a) the representations and warranties of the Borrower contained in
Article V of the Credit Agreement are true and correct as through made on and as
of such date (except to the extent such representations and warranties relate to
a specific date, in which case they are true and correct as of such date);

      (b) no Default or Event of Default has occurred and is continuing, or
would result from the issuance of the Letter of Credit; and
<PAGE>

      (c) The proposed Letter of Credit will not cause the aggregate principal
amount of all outstanding Loans plus the Letter of Credit Obligations to exceed
the combined Commitments of the Lenders.

      The Borrower represents and warrants, as of the date hereof, that after
giving effect to the Loans requested above, all the requirements contained in
Section 6.1 of the Credit Agreement are satisfied.

CORNERSTONE PROPERTIES INC.,
individually and as sole general
partner of CORNERSTONE PROPERTIES LIMITED
PARTNERSHIP


By:__________________________
   Name:
   Title:


By:__________________________
   Name:
   Title:


-----------------------
(1)  Letter of Credit Request Number

(2) Describe Indebtedness supported by Letter of Credit and describe obligation
to which it relates

(3) Insert last date upon which drafts may be presented, which may not be later
than (i) the date which occurs twelve (12) months after the Date of Issuance or
(ii) the Maturity Date.
<PAGE>

                                                                       EXHIBIT H

                            COMPLIANCE CERTIFICATE

                                                           ____________, 19___


Bankers Trust Company
as Administrative Agent
130 Liberty Street
25th Floor
New York, New York 10006

Attention: Alexander Johnson

Re:   Amended and Restated Revolving Credit and Guaranty
      Agreement, dated as of January 20, 1998 (as amended or
      supplemented from time to time, the "Credit Agreement"),
      among Cornerstone Properties Inc. and Cornerstone
      Properties Limited Partnership, as Borrowers, the
      Guarantors signatory thereto, the Lenders signatory
      thereto, Bankers Trust Company, as Administrative Agent
      for the Lenders, and The Chase Manhattan Bank, as
      Syndication Agent for the Lenders
      ---------------------------------

 Dear Sir or Madam:

      Reference is made to the above-referenced Credit Agreement (capitalized
terms used herein that are not defined shall have the respective meanings
ascribed thereto in the Credit Agreement).

      Pursuant to Section 7.1(c) of the Credit Agreement, the undersigned, in
his capacity as _______________ of Cornerstone, hereby certifies that:

      (i) During the period covered by the attached financial statements, a
review of the activities of the Borrowers and their Subsidiaries has been made
under my immediate supervision with a view to determining whether the Loan
Parties have observed, performed and fulfilled all of their obligations under
the Credit Agreement and the other Facility Documents;

      (ii) As of the date hereof, no "Default" (as defined in the Credit
Agreement) or "Event of Default" (as defined in the Credit Agreement) exists [,
except as described below].

      [Describe Defaults and Events of Default]

      (iii) We are presently taking the following actions with respect to the
above-described Events of Default and Unmatured Events of Default:

      (iv) The calculations with respect to the financial covenants set forth in
Article VIII of the Credit Agreement for the period covered by the attached
financial statements are as follows:
<PAGE>

            (a) Equity Value (Section 8.5):

            (b) Leverage Ratio (Section 8.6):

            (c) Interest Coverage Ratio (Section 8.7):

            (d) Fixed Charge Coverage Ratio (Section 8.8):

            (e) Unleveraged Properties Asset Value (Section 8.9):

            (f) Unleveraged Properties/unsecured Indebtedness (Section 8.10(i)):

            (g) Total Property Asset Value/secured Indebtedness
                (Section 8.10(ii)):

            (h) Combined Adjusted NOI (Wholly-Owned Unleveraged
                Properties/Unsecured Interest Expense (Section 8.10(iii)):



CORNERSTONE PROPERTIES INC.,
individually and as sole general
partner of CORNERSTONE PROPERTIES LIMITED
PARTNERSHIP

By:__________________________
   Name:
   Title:


By:__________________________
   Name:
   Title:
<PAGE>

                                SCHEDULE 1.1(a)

                              Authorized Officers



John S. Moody              President and Chief Executive Officer
Rodney C. Dimock           Executive Vice President and Chief Operating Officer
Scott M. Dalrymple         Vice President
Thomas P. Loftus           Vice President and Controller
Kevin P. Mahoney           Vice President and Treasurer
Scott M. Haley             Assistant Vice President
<PAGE>

                                SCHEDULE 1.1(b)


1.   Norwest Center, Minneapolis, Minnesota
2.   Frick Building, 437 Grant Street, Pittsburgh, Pennsylvania
3.   Washington Mutual Tower, 1201 Third Avenue, Seattle, Washington
4.   527 Madison Avenue, New York, New York
5.   125 Summer Street, Boston, Massachusetts
6.   One Norwest Center, Denver, Colorado
7.   Tower 56, 126 East 56th Street, New York, New York
8.   One Lincoln Centre, Oakbrook Terrace, Illinois
9.   Charlotte Plaza, Charlotte, North Carolina
10.  TransPotomac Plaza, Virginia
11.  191 Peachtree Tower, Atlanta, Georgia
12.  200 Galleria, Atlanta, Georgia
13.  Dearborn Land (vacant), Chicago, Illinois
14.  99 Canal Centre Place, Virginia
15.  11 Canal Centre Place, Virginia
16.  500 Boylston Street, Boston, Massachusetts
17.  222 Berkeley Street, Boston, Massachusetts
18.  Market Square, Washington, D.C.
<PAGE>

                                 SCHEDULE 5.7
                        Schedule of Pre Existing Liens

                                   (000's)


<TABLE>
<CAPTION>
                         -------------------------------------------------------------------------
                          Loan Amount     Maturity                Lender
                         As of 9/30/97      Date
                         -------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
<S>                          <C>        <C>             <C>
One Norwest Center           97,018       August-2001   CIGNA Mass Mutual American General
--------------------------------------------------------------------------------------------------
125 Summer Street            97,251      January-2003   Northwestern Mutual Life Insurance Company
--------------------------------------------------------------------------------------------------
Tower 56                     17,860          May-2003   Northwestern Mutual Life Insurance Company
--------------------------------------------------------------------------------------------------
Washington Mutual Tower      79,100     November-2005   Teachers Insurance and Annuity Association
--------------------------------------------------------------------------------------------------
Norwest Center              110,000     December-2005   Norwest Bank
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                 SCHEDULE 5.8

              CONVERTIBLE DEBT AND CONVERTIBLE PREFERRED SHARES


1.    Convertible Promissory Note, dated January 1, 1996, in the principal sum
      of $12,925,976.48 made by Purchaser to the order of Hines Colorado Limited
      is convertible into Purchaser Common Shares.

2.    3,030,303 Purchaser Preferred Shares are convertible into Purchaser
      Common Shares.
<PAGE>

                                SCHEDULE 5.12

                                 SUBSIDIARIES

CORPRO Real Estate Management, Inc.

CStone-Pittsburgh Trust

Cornerstone Denver LLC

Cornerstone Peachtree LLC

Cornerstone 200 Galleria LLC

Cornerstone Oakbrook LLC

Cornerstone Dearborn LLC

125 Summer Street Cornerstone LLC

500 Boylston Cornerstone LLC

222 Berkeley Cornerstone LLC

Cornerstone Minneapolis LLC

Cornerstone New York

Cornerstone 527 Madison LLC

Charlotte Plaza LLC


TransPotomac Plaza LLC

Cornerstone 99 Canal LLC

Cornerstone 11 Canal Center LLC

Cornerstone Seattle LLC

Cornerstone Market Square LLC
<PAGE>

                                 SCHEDULE 5.20


                                 ERISA Matters

                                None to report
<PAGE>

                                 SCHEDULE 5.21

                             Environmental Matters

None except as disclosed in the following environmental reports previously
delivered to the lenders.

1.    Report of Phase I Environmental Site Assessment prepared by Law
      Environmental Consultants, Inc., dated January 31, 1997 for 527 Madison
      Avenue, and title search inquiry prepared by Baretta Research Service
      Corporation dated January 15, 1997.

2.    Phase I Environmental Site Assessment prepared by IVI Environmental, Inc.,
      dated November 7, 1996 for the Frick Building.

3.    Phase I Environmental Site Assessment prepared by Smith Environmental
      Technologies Corporation, dated October 23, 1996 for Norwest Center.

4.    Phase I Environmental Site Assessment prepared by IVI Environmental, Inc.,
      dated September 24, 1996 for One Lincoln Centre.

5.    Phase I Environmental Site Assessment prepared by ATC Environmental Inc.,
      dated May 13, 1996 for One Norwest Center.

6.    Report for Environmental Site Assessment prepared by Law Environmental
      consultants, Inc., dated December 15, 1995 for 125 Summer Street.

7.    Phase I Environmental Site Assessments prepared by IVI Environmental,
      Inc., dated February 22, 1995 for Tower 56.

8.    Report of Phase I Environmental Assessments prepared by ENSR, dated
      February 1997, for Washington Mutual Tower.
<PAGE>

                                SCHEDULE 7.17

                      CERTAIN NON-GUARANTOR SUBSIDIARIES

Cornerstone 200 Galleria LLC, a Delaware limited liability company

Cornerstone Oakbrook LLC, a Delaware limited liability company

Cornerstone Dearborn LLC, a Delaware limited liability company

Cornerstone 527 Madison LLC, a Delaware limited liability company

CStone 527 Madison, Inc., a Delaware corporation

Cornerstone Charlotte Plaza LLC, a Delaware limited liability company

Cornerstone TransPotomac Plaza LLC, a Delaware limited liability company

Cornerstone Market Square LLC, a Delaware limited liability company