EXECUTION VERSION


 


 


AMENDED AND RESTATED


REVOLVING CREDIT AND
GUARANTY AGREEMENT


 


among


 


SL GREEN OPERATING
PARTNERSHIP, L. P.,


 


As Borrower,


 


SL GREEN REALTY
CORP.


 


AND ITS
SUBSIDIARIES PARTY HERETO,


 


As Guarantors,


 


THE LENDERS PARTY
HERETO,


 


As Lenders,


 


FLEET NATIONAL
BANK


 


As Administrative
Agent for the Lenders


 


COMMERZBANK AG,
NEW YORK BRANCH


 


As Syndication
Agent for the Lenders


 


WACHOVIA BANK
NATIONAL ASSOCIATION


WELLS FARGO BANK,
NATIONAL ASSOCIATION


 


As
Co-Documentation Agents for the Lenders


 


 


FLEET SECURITIES,
INC.


 


As Lead Arranger
and Bookrunner


 


 


Effective Date:
March 17, 2003


 

















 


TABLE OF CONTENTS


 


	
  §1.

  	
   

  	
  DEFINITIONS OF
  RULES OF INTERPRETATION

  
	
   

  	
   

  	
   

  
	
   

  	
  §1.1.

  	
  Definitions.

  
	
   

  	
  §1.2.

  	
  Rules of Interpretation .

  
	
   

  	
   

  	
   

  
	
  §2.

  	
   

  	
  REVOLVING CREDIT FACILITY.

  
	
   

  	
   

  	
   

  
	
   

  	
  §2.1.

  	
  Commitment to Lend;
  Limitation on Total Commitment.

  
	
   

  	
  §2.2.

  	
  Changes in Total
  Commitment.

  
	
   

  	
  §2.3.

  	
  The Notes.

  
	
   

  	
  §2.4.

  	
  Interest on
  Loans.

  
	
   

  	
  §2.5.

  	
  Requests
  for Loans.

  
	
   

  	
  §2.6.

  	
  Conversion
  Options.

  
	
   

  	
  §2.7.

  	
  Funds for
  Loans.

  
	
   

  	
  §2.8

  	
  Extension of Maturity Date.

  
	
   

  	
  §2.9.

  	
  Letters of
  Credit.

  
	
   

  	
   

  	
   

  
	
  §3.

  	
   

  	
  REPAYMENT
  OF THE LOANS.

  
	
   

  	
   

  	
   

  
	
   

  	
  §3.1.

  	
  Maturity.

  
	
   

  	
  §3.2.

  	
  Mandatory Repayments of
  Loan.

  
	
   

  	
  §3.3.

  	
  Optional Repayments of
  Loans.

  
	
   

  	
   

  	
   

  
	
  §4.

  	
   

  	
  CERTAIN GENERAL PROVISIONS.

  
	
   

  	
   

  	
   

  
	
   

  	
  §4.1.

  	
  [Intentionally
  Omitted]

  
	
   

  	
  §4.2.

  	
  Commitment
  Fee.

  
	
   

  	
  §4.3.

  	
  Funds for
  Payments.

  
	
   

  	
  §4.4.

  	
  Computations.

  
	
   

  	
  §4.5.

  	
  Additional
  Costs, Etc.

  
	
   

  	
  §4.6.

  	
  Capital
  Adequacy.

  
	
   

  	
  §4.7.

  	
  Certificate.

  
	
   

  	
  §4.8.

  	
  Indemnity.

  
	
   

  	
  §4.9.

  	
  Interest on Overdue
  Amounts.

  
	
   

  	
  §4.10.

  	
  Inability to Determine
  LIBOR Rate.

  
	
   

  	
  §4.11.

  	
  Illegality.

  
	
   

  	
  §4.12.

  	
  Replacement
  of Lenders.

  
	
   

  	
   

  	
   

  
	
  §5.

  	
   

  	
  UNENCUMBERED
  ASSETS; NO LIMITATION ON RECOURSE.

  
	
   

  	
   

  	
   

  
	
   

  	
  §5.1.

  	
  Unencumbered
  Assets.

  
	
   

  	
  §5.2.

  	
  Waivers by Requisite
  Lenders.

  
	
   

  	
  §5.3.

  	
  Rejection of
  Unencumbered Assets.

  
	
   

  	
  §5.4.

  	
  Change
  in Circumstances.

  
	
   

  	
  §5.5.

  	
  No
  Limitation on Recourse.

  
	
   

  	
  §5.6.

  	
  Additional Guarantor
  Subsidiaries.

  
				



 


i

















 


	
  §6.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES.

  
	
   

  	
   

  	
   

  
	
   

  	
  §6.1.

  	
  Authority; Etc.

  
	
   

  	
  §6.2.

  	
  Governmental
  Approvals.

  
	
   

  	
  §6.3.

  	
  Title
  to Properties.

  
	
   

  	
  §6.4.

  	
  Financial
  Statements.

  
	
   

  	
  §6.5.

  	
  No
  Material Changes, Etc.

  
	
   

  	
  §6.6.

  	
  Franchises,
  Patents, Copyrights, Etc.

  
	
   

  	
  §6.7.

  	
  Litigation.

  
	
   

  	
  §6.8.

  	
  No Materially
  Adverse Contracts, Etc.

  
	
   

  	
  §6.9.

  	
  Compliance With
  Other Instruments, Laws, Etc.

  
	
   

  	
  §6.10.

  	
  Tax Status.

  
	
   

  	
  §6.11.

  	
  Event of
  Default.

  
	
   

  	
  §6.12.

  	
  Investment
  Company Act.

  
	
   

  	
  §6.13.

  	
  Absence of Financing
  Statements, Etc.

  
	
   

  	
  §6.14.

  	
  Status
  of the Company.

  
	
   

  	
  §6.15.

  	
  Certain
  Transactions.

  
	
   

  	
  §6.16.

  	
  Benefit
  Plans: Multiemployer Plans: Guaranteed Pension Plans.

  
	
   

  	
  §6.17.

  	
  Regulations
  U and X.

  
	
   

  	
  §6.18.

  	
  Environmental
  Compliance.

  
	
   

  	
  §6.19.

  	
  Subsidiaries and
  Affiliates.

  
	
   

  	
  §6.20.

  	
  Loan Documents.

  
	
   

  	
  §6.21.

  	
  Buildings on the
  Unencumbered Assets.

  
	
   

  	
  §6.22.

  	
  Indebtedness.

  
	
   

  	
   

  	
   

  
	
  §7.

  	
   

  	
  AFFIRMATIVE
  COVENANTS OF THE BORROWER.

  
	
   

  	
   

  	
   

  
	
   

  	
  §7.1.

  	
  Punctual
  Payment.

  
	
   

  	
  §7.2.

  	
  Maintenance
  of Office.

  
	
   

  	
  §7.3.

  	
  Records
  and Accounts.

  
	
   

  	
  §7.4.

  	
  Financial
  Statements, Certificates and Information.

  
	
   

  	
  §7.5.

  	
  Notices

  
	
   

  	
  §7.6.

  	
  Existence; Maintenance
  of REIT Status; Maintenance of Properties .

  
	
   

  	
  §7.7.

  	
  Insurance .

  
	
   

  	
  §7.8.

  	
  Taxes.

  
	
   

  	
  §7.9.

  	
  Inspection of
  Properties and Books.

  
	
   

  	
  §7.10.

  	
  Compliance with Laws,
  Contracts, Licenses, and Permits.

  
	
   

  	
  §7.11.

  	
  Use of Proceeds.

  
	
   

  	
  §7.12.

  	
  [Intentionally
  Omitted]

  
	
   

  	
  §7.13.

  	
  Notices of
  Significant Transactions.

  
	
   

  	
  §7.14.

  	
  Further
  Assurance.

  
	
   

  	
  §7.15.

  	
  Environmental
  Indemnification.

  
	
   

  	
  §7.16.

  	
  Response
  Actions.

  
	
   

  	
  §7.17.

  	
  Employee
  Benefit Plans.

  
	
   

  	
  §7.18.

  	
  Required Interest Rate
  Contracts.

  
	
   

  	
  §7.19.

  	
  Forward Equity Contracts.

  
	
   

  	
  §7.20.

  	
  Term Loan
  Facility.

  
				



 


ii

















 


	
  §8.

  	
   

  	
  CERTAIN
  NEGATIVE COVENANTS OF THE BORROWER.

  
	
   

  	
   

  	
   

  
	
   

  	
  §8.1.

  	
  [Intentionally
  Omitted.]

  
	
   

  	
  §8.2.

  	
  Restrictions on
  Investments.

  
	
   

  	
  §8.3.

  	
  Merger,
  Consolidation and Other Fundamental Changes.

  
	
   

  	
  §8.4.

  	
  [Intentionally Omitted]

  
	
   

  	
  §8.5.

  	
  Compliance with
  Environmental Laws.

  
	
   

  	
  §8.6.

  	
  Distributions.

  
	
   

  	
  §8.7.

  	
  Preferred
  Distributions.

  
	
   

  	
  §8.8.

  	
  Preferred
  Redemptions.

  
	
   

  	
   

  	
   

  
	
  §9.

  	
   

  	
  FINANCIAL COVENANTS
  OF THE BORROWER.

  
	
   

  	
   

  	
   

  
	
   

  	
  §9.1.

  	
  Value of All
  Unencumbered Assets.

  
	
   

  	
  §9.2.

  	
  Minimum Debt Service
  Coverage.

  
	
   

  	
  §9.3.

  	
  Total Debt to Total Assets.

  
	
   

  	
  §9.4.

  	
  Maximum Secured
  Indebtedness; Secured Recourse Indebtedness.

  
	
   

  	
  §9.5.

  	
  Minimum
  Tangible Net Worth.

  
	
   

  	
  §9.6.

  	
  Unencumbered Asset
  Adjusted Net Operating Income to Assumed Debt Service.

  
	
   

  	
  §9.7.

  	
  Adjusted EBITDA
  to Fixed Charges.

  
	
   

  	
  §9.8.

  	
  Aggregate
  Occupancy Rate.

  
	
   

  	
  §9.9.

  	
  Amendments and
  Modifications to §9.

  
	
   

  	
   

  	
   

  
	
  §10.

  	
   

  	
  CONDITIONS TO
  EFFECTIVENESS.

  
	
   

  	
   

  	
   

  
	
   

  	
  §10.1.

  	
  Loan Documents.

  
	
   

  	
  §10.2.

  	
  Certified
  Copies of Organization Documents; Good Standing Certificates.

  
	
   

  	
  §10.3.

  	
  By-laws; Resolutions.

  
	
   

  	
  §10.4.

  	
  Incumbency
  Certificate; Authorized Signers.

  
	
   

  	
  §10.5.

  	
  Title Insurance; Lien Searches.

  
	
   

  	
  §10.6.

  	
  Opinions of Counsel
  Concerning Organization and Loan Documents.

  
	
   

  	
  §10.7.

  	
  Payment of Fees.

  
	
   

  	
  §10.8.

  	
  Existing
  Agreement.

  
	
   

  	
   

  	
   

  
	
  §11.

  	
   

  	
  CONDITIONS TO ALL
  CREDIT ADVANCES.

  
	
   

  	
   

  	
   

  
	
   

  	
  §11.1.

  	
  Representations
  True; No Event of Default; Compliance Certificate.

  
	
   

  	
  §11.2.

  	
  No Legal
  Impediment.

  
	
   

  	
  §11.3.

  	
  Proceedings and Documents.

  
	
   

  	
   

  	
   

  
	
  §12.

  	
   

  	
  EVENTS OF
  DEFAULT; ACCELERATION; ETC.

  
	
   

  	
   

  	
   

  
	
   

  	
  §12.1.

  	
  Events of Default
  and Acceleration.

  
	
   

  	
  §12.2.

  	
  Termination of Commitments.

  
	
   

  	
  §12.3.

  	
  Remedies.

  
	
   

  	
  §12.4.

  	
  Distribution of
  Enforcement Proceeds.

  
	
   

  	
   

  	
   

  
	
  §13.

  	
   

  	
  SETOFF.

  
				



 


iii

















 


	
  §14.

  	
   

  	
  THE AGENT.

  
	
   

  	
   

  	
   

  
	
   

  	
  §14.1.

  	
  Authorization.

  
	
   

  	
  §14.2.

  	
  Employees
  and Agents.

  
	
   

  	
  §14.3.

  	
  No
  Liability to Lenders.

  
	
   

  	
  §14.4.

  	
  No
  Representations.

  
	
   

  	
  §14.5.

  	
  Payments.

  
	
   

  	
  §14.6.

  	
  Holders of
  Notes.

  
	
   

  	
  §14.7.

  	
  Indemnity.

  
	
   

  	
  §14.8.

  	
  Agent as Lender.

  
	
   

  	
  §14.9.

  	
  Resignation.

  
	
   

  	
  §14.10.

  	
  Notification of
  Defaults and Events of Default  and
  other Notices.

  
	
   

  	
  §14.11.

  	
  Duties in the Case of
  Enforcement.

  
	
   

  	
  §14.12.

  	
  Mandatory Resignation of
  Agent.

  
	
   

  	
  §14.13.

  	
  Matters
  as to Borrower.

  
	
   

  	
   

  	
   

  
	
  §15.

  	
   

  	
  EXPENSES.

  
	
   

  	
   

  	
   

  
	
  §16.

  	
   

  	
  INDEMNIFICATION.

  
	
   

  	
   

  	
   

  
	
  §17.

  	
   

  	
  SURVIVAL
  OF COVENANTS, ETC.

  
	
   

  	
   

  	
   

  
	
  §18.

  	
   

  	
  GUARANTY.

  
	
   

  	
   

  	
   

  
	
   

  	
  §18.1.

  	
  Guaranty.

  
	
   

  	
  §18.2.

  	
  Obligations Unconditional.

  
	
   

  	
  §18.3.

  	
  Modifications.

  
	
   

  	
  §18.4.

  	
  Waiver of
  Rights.

  
	
   

  	
  §18.5.

  	
  Reinstatement.

  
	
   

  	
  §18.6.

  	
  Remedies.

  
	
   

  	
  §18.7.

  	
  Limitation
  of Guaranty.

  
	
   

  	
  §18.8.

  	
  Release
  of Guaranty.

  
	
   

  	
   

  	
   

  
	
  §19.

  	
   

  	
  ASSIGNMENT;
  PARTICIPATIONS; ETC.

  
	
   

  	
   

  	
   

  
	
   

  	
  §19.1.

  	
  Conditions to
  Assignment by Lenders.

  
	
   

  	
  §19.2.

  	
  Certain
  Representations and Warranties; Limitations; Covenants.

  
	
   

  	
  §19.3

  	
  Register.

  
	
   

  	
  §19.4.

  	
  New Notes.

  
	
   

  	
  §19.5.

  	
  Participations.

  
	
   

  	
  §19.6.

  	
  Pledge by
  Lender.

  
	
   

  	
  §19.7.

  	
  No
  Assignment by Borrower.

  
	
   

  	
  §19.8.

  	
  Disclosure.

  
	
   

  	
   

  	
   

  
	
  §20.

  	
   

  	
  NOTICES, ETC.

  
	
   

  	
   

  	
   

  
	
  §21.

  	
   

  	
  GOVERNING LAW;
  CONSENT TO JURISDICTION AND SERVICE.

  
				



 


iv

















 


	
  §22.

  	
   

  	
  HEADINGS.

  
	
   

  	
   

  	
   

  
	
  §23.

  	
   

  	
  COUNTERPARTS.

  
	
   

  	
   

  	
   

  
	
  §24.

  	
   

  	
  ENTIRE
  AGREEMENT.

  
	
   

  	
   

  	
   

  
	
  §25.

  	
   

  	
  WAIVER OF JURY
  TRIAL AND CERTAIN DAMAGE CLAIMS.

  
	
   

  	
   

  	
   

  
	
  §26.

  	
   

  	
  CONSENTS, AMENDMENTS,
  WAIVERS, ETC.

  
	
   

  	
   

  	
   

  
	
  §27.

  	
   

  	
  SEVERABILITY.

  
	
   

  	
   

  	
   

  
	
  §28.

  	
   

  	
  ACKNOWLEDGMENTS.

  
	
   

  	
   

  	
   

  
	
  §29.

  	
   

  	
  CONSENT
  TO AMENDMENT AND RESTATEMENT; TRANSITIONAL ARRANGEMENTS.

  
	
   

  	
   

  	
   

  
	
   

  	
  §29.1.

  	
  Existing Agreement
  Superseded.

  
	
   

  	
  §29.2.

  	
  Return and
  Cancellation of Notes.

  
	
   

  	
  §29.3.

  	
  Interest and Fees
  under the Existing Agreement.

  
				



 


v

















 


	
  Exhibit A

  	
   

  	
  Form of Note

  
	
  Exhibit B

  	
   

  	
  Form of Loan Request

  
	
  Exhibit C

  	
   

  	
  Form of Compliance Certificate

  
	
  Exhibit D

  	
   

  	
  Form of Letter of Credit Request

  
	
  Exhibit E

  	
   

  	
  Form of Assignment and Acceptance

  
	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  Lenders; Domestic and LIBOR Lending Offices

  
	
  Schedule 1.1

  	
   

  	
  Unencumbered Assets

  
	
  Schedule 1.2

  	
   

  	
  Commitments and Commitment Percentages

  
	
  Schedule 1.3

  	
   

  	
  Related Companies, Guarantor Subsidiaries
  and Unconsolidated Entities

  
	
  Schedule 1.4.

  	
   

  	
  Existing Letter of
  Credit

  
	
  Schedule 6.3

  	
   

  	
  Title to Properties

  
	
  Schedule 6.7

  	
   

  	
  Litigation

  
	
  Schedule 6.15

  	
   

  	
  Insider Transactions

  
	
  Schedule 6.16

  	
   

  	
  Employee Benefit Plans

  
	
  Schedule 6.18

  	
   

  	
  Environmental Matters

  
	
  Schedule 6.19

  	
   

  	
  Company Assets

  
	
  Schedule 6.21

  	
   

  	
  Building Structural Defects, etc.

  
	
  Schedule 6.22

  	
   

  	
  Indebtedness

  
	
  Schedule 8.2(d)

  	
   

  	
  Investments

  



 


vi

















 


CREDIT AGREEMENT


 


This AMENDED AND
RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT is made as of the 17th day of
March, 2003, by and among (i) SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (the “Borrower”), (ii) SL GREEN REALTY CORP., a Maryland
corporation (the “Company”, and a “Guarantor”, as such term is defined herein),
(iii) each of the direct and indirect Subsidiaries of the Borrower or the
Company that is a signatory hereto under the caption “Guarantors” on the
signature pages hereto or from time to time hereafter as a “Guarantor”, (iv)
each of the financial institutions that is a signatory hereto under the caption
“Lenders” on the signature pages hereto or that, pursuant to §19 hereof, shall
become a “Lender” (individually, a “Lender” and, collectively, the
“Lenders”),  (v) FLEET NATIONAL
BANK,  a national banking association,
as administrative agent for the Lenders hereunder (in such capacity, the
“Agent”), (vi) COMMERZBANK AG, NEW YORK BRANCH , as syndication agent for the
Lenders hereunder, and (vii) WACHOVIA BANK, NATIONAL ASSOCIATION and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents for the Lenders
hereunder.


 


WHEREAS, pursuant
to that certain Revolving Credit and Guaranty Agreement, dated as of June 27,
2000, among the Borrower, the Guarantors signatory thereto (the “Existing
Guarantors”), the lenders signatory thereto (the “Existing Lenders”), Fleet
National Bank, as administrative agent, Salomon Smith Barney Inc., as
syndication agent, and Bankers Trust Company, as documentation agent (as
amended from time to time, the “Existing Credit Agreement”), the Existing
Lenders have agreed to make available to the Borrower revolving loans in an
aggregate amount not to exceed $300,000,000; and


 


WHEREAS, the
parties hereto wish to amend and restate the Existing Credit Agreement to,
among other things, extend the maturity of the facility and substitute the
Lenders for the Existing Lenders as Lenders under this Agreement;


 


NOW, THEREFORE, to
accomplish these purposes, the Agent, the Borrower, the Guarantors and the
Lenders hereby agree that the Existing Credit Agreement shall be and hereby is
amended and restated in its entirety, as follows:


 


§1.                              DEFINITIONS OF RULES OF INTERPRETATION


 


§1.1.                       Definitions.  The following terms shall have the
meanings set forth in this §l or elsewhere in the provisions of this Agreement
referred to below:


 


Additional
Commitment.  The
portion (if any) of any Lender’s Commitment which will become effective on the
Commitment Increase Date if the Total Commitment is increased pursuant to §
2.2.


 


Additional
Commitment Lenders. 
Those Lenders which provide an Additional Commitment.


 

















 


Adjusted EBITDA.  For any Person for any period, EBITDA minus
(i) the aggregate Minimum Capital Expenditure Reserves for all Real Estate
Assets for such period and (ii) straight line rent adjustments for the
applicable period.


 


Adjusted Net
Operating Income.  For
any Real Estate Asset,  as of any date
of determination, Net Operating Income for the three (3) month period immediately
preceding the date of determination, 
minus Minimum Capital Expenditures Reserves for such Real Estate Asset
for such period, and minus the Minimum Management Fees for such Real Estate
Asset for such period.


 


Affiliated Lenders.  Any commercial bank or financial institution
which is (i) the parent corporation of any of the Lenders, (ii) a wholly-owned
subsidiary of any of the Lenders or (iii) a wholly-owned subsidiary of the
parent corporation of any of the Lenders.


 


Agent.  Fleet National Bank acting in its capacity
as sole administrative agent for the Lenders, or any sole successor
administrative agent appointed pursuant to §14  hereof .


 


Agent’s Head
Office.  The Agent’s
head office located at 100 Federal Street, Boston, Massachusetts 02110, or at
such other location in the United States as the Agent may designate from time
to time.


 


Aggregate
Occupancy Rate.  With
respect to the Unencumbered Assets at any time, the ratio, as of such date,
expressed as a percentage, of


 


(i) the summation of the amounts
arrived at by multiplying (a) the Occupancy Rate of each Unencumbered Asset by
(b) the net rentable area of such Unencumbered Asset,


 


divided by


 


(ii) the aggregate net
rentable area of all such Unencumbered Assets.


 


Agreement.  This Amended and Restated Revolving Credit
and Guaranty Agreement, including the Schedules and Exhibits hereto.


 


Applicable Base
Rate Margin.  Zero (0)
basis points.


 


Applicable LIBOR
Margin.  The
applicable margin over the LIBOR Rate which is used in calculating the interest
rate applicable to LIBOR Rate Loans and which shall vary from time to time in
accordance with the Company’s then applicable (if any) Moody’s Rating, S&P
Rating and Fitch Rating (for purposes of this definition, each a “debt
rating”), as set forth below in this definition.  If at any time of determination of the Applicable LIBOR Margin,
the Company has then current debt ratings from at least two (2) of Moody’s,
S&P or Fitch, then the Applicable LIBOR Margin shall be based on the lower
of such ratings.


 


The applicable
debt ratings and the Applicable LIBOR Margins are set forth in the following
table:


 


2

















 


	
  S&P Rating

  	
   

  	
  Moody’s Rating

  	
   

  	
  Fitch Rating

  	
   

  	
  Applicable Margin for

  LIBOR Rate Loans

  	
   

  
	
  BBB-

  	
   

  	
  Baa3

  	
   

  	
  BBB-/Baa3 equivalent

  	
   

  	
  1.20

  	
  %

  
	
  BBB

  	
   

  	
  Baa2

  	
   

  	
  BBB/Baa2 equivalent

  	
   

  	
  1.00

  	
  %

  
	
  BBB+
  or

  higher

  	
   

  	
  Baa1 or higher

  	
   

  	
  BBB+/Baa1 equivalent or

  higher

  	
   

  	
  .95

  	
  %

  



 


If either (x) the Company
does not maintain debt ratings from at least two (2) of Moody’s, S&P or
Fitch or (y) the Company does maintain such debt ratings but at least one of
such debt ratings is less than BBB-/Baa3 (or the equivalent), the Applicable
LIBOR Margin shall be the percentage opposite the Leverage Ratio (calculated as
of the end of the immediately preceding fiscal quarter) set forth in the table
below under the caption “Applicable LIBOR Margin”:


 




	
  Leverage Ratio

  	
   

  	
  Applicable
  LIBOR Margin

  	
   

  
	
  <.35

  	
   

  	
  1.30

  	
  %

  
	
  >.35 but <.45

  	
   

  	
  1.40

  	
  %

  
	
  >.45

  	
   

  	
  1.70

  	
  %

  






 


The Applicable LIBOR
Margin shall be adjusted effective on the first Business Day following the
effective date of a change in the Moody’s Rating, the S&P Rating or the
Fitch Rating or the date the Leverage Ratio is determined pursuant to a
Compliance Certificate, as the case may be.


 


Appraisal.  A written appraisal of property requested by
the Agent on behalf of the Requisite Lenders pursuant to §5.1(b)  hereof  (i) in form, content and methodology
satisfactory to the Agent and in compliance with all applicable legal and
regulatory requirements, and (ii) prepared by an independent appraiser selected
by the Agent who meets all regulatory requirements applicable to the Agent and
the Lenders.


 


Arranger.  Fleet Securities, Inc. or any successor, as
sole lead arranger and bookrunner.


 


Assignment and
Acceptance.  See §19.


 


Assumed Debt
Service.  With respect
to all unsecured Indebtedness of any Person for any period, the greater of (i)
debt service on the actual principal amount outstanding on such unsecured
Indebtedness on the last day of such fiscal quarter at the rates of interest then
in effect, or (ii) the aggregate payment of principal and interest that would
be due on such actual outstanding amount of unsecured Indebtedness for such
quarter assuming a ten-year Treasury Rate plus 175 basis points and a
twenty-five year amortization schedule.


 


Balance Sheet Date.  December 31, 2001.


 


Bankruptcy Code.  Title 11 of the United States Code, 11
U.S.C. §§ 1101 et seq., as the same may be amended from time to time.


 


3

















 


Base Rate.  The higher of (a) the annual rate of
interest announced from time to time by Fleet National Bank (“Fleet”) at
Fleet’s Head Office as its “base rate”, and (b) one half of one percent (1⁄2%)
above the overnight federal funds effective rate as published by the Board of Governors
of the Federal Reserve System, as in effect from time to time.


 


Base Rate Loans.  Those Loans bearing interest calculated by
reference to the Base Rate.


 


Borrower.  As defined in the preamble hereto.


 


Borrowing Date.  The date on which any Loan is made or is to
be made (including, without limitation, the date on which any Mandatory Base
Rate Loan is made), and the date on which any Loan is converted or continued in
accordance with §2.6.


 


Buildings.  The buildings, structures and other
improvements now or hereafter located on the Unencumbered Assets.


 


Business Day.  Any day on which banking institutions in
Boston, Massachusetts, are open for the transaction of banking business and, in
the case of LIBOR Rate Loans, also a day which is a Eurodollar Business Day.


 


Capitalized Leases.  Leases under which the discounted future
rental payment obligations are required to be capitalized on the balance sheet
of the Borrower in accordance with Generally Accepted Accounting Principles.


 


CERCLA.  See §6.18.


 


Code.  The Internal Revenue Code of 1986, as
amended and in effect from time to time.


 


Commitment.  With respect to each Lender, the amount set
forth from time to time on Schedule 1.2 hereto as the amount of such Lender’s
commitment to make Loans to the Borrower.


 


Commitment
Increase.  An increase
in the Total Commitment to not more than $375,000,000 pursuant to § 2.2(a).


 


Commitment
Increase Date.  See
§2.2(a).


 


Commitment
Percentage.  With
respect to each Lender, the percentage set forth from time to time on Schedule
1.2 hereto as such Lender’s percentage of the Total Commitment.  If Borrower exercises its option to increase
the Total Commitment pursuant to §2.2(a), the Commitment Percentages of the
Lenders may change effective upon the Commitment Increase Date.


 


Company.  As defined in the preamble hereto.


 


Compliance
Certificate.  See
§2.5(a).


 


Conversion Request.  A notice given by the Borrower to the Agent
of its election to convert or continue a Loan in accordance with §2.6.


 


4

















 


Default.  See §12.1.


 


Delinquent Lender.  See §14.5(c).


 


Distribution.  The declaration or payment of any dividend
or distribution of cash or cash equivalents to the holders of common shares of
beneficial interest in the Company or the holders of common units of limited
partnership interest in the Borrower, or any distribution to any officer,
employee or director of the Borrower or the Company, other than employee
compensation.


 


Dollars
or $.  Lawful currency of the
United States of America.


 


Domestic Lending
Office.  Initially,
the office of each Lender designated as such in Schedule 1 hereto;
thereafter, such other office of such Lender, if any, located within the United
States that will be making or maintaining Base Rate Loans.


 


Drawing Date.  The date on which a draft under a Letter of
Credit is paid by the Agent.


 


EBITDA.  With respect to any Person for any period,
earnings (or losses) before interest and taxes of such Person and its
Subsidiaries for such period plus, to the extent deducted in computing such
earnings (or losses) before interest (including, without limitation, the
interest portion of payments made under Capitalized Leases) and taxes,
depreciation and amortization expense and other non-cash charges, all as
determined on a consolidated basis with respect to such Person and its
Subsidiaries in accordance with Generally Accepted Accounting Principles;
provided, however, EBITDA shall exclude earnings or losses resulting from (i)
cumulative changes in accounting practices, (ii) discontinued operations
(except as noted below), (iii) extraordinary items, (iv) net income or net
losses of any entity acquired in a pooling of interest transaction for the
period prior to the acquisition, (v) net income or net losses, before depreciation
and amortization, of a Subsidiary that is unavailable to such Person, (vi) net
income or net losses not readily convertible into Dollars or remittable to the
United States, (vii) gains and losses from the sale of assets, and (viii) net
income or net losses, before depreciation and amortization,  from corporations, partnerships,
associations, joint ventures or other entities in which such Person or any
Subsidiary or consolidated entity thereof has a minority interest and in which
none of such Person or any Subsidiary or consolidated entity thereof has
control, except to the extent actually received, provided, however,
that EBITDA shall include earnings and losses from any Real Estate Asset which
has been identified for sale and would otherwise qualify as a discontinued
operation under Generally Accepted Accounting Principles, until sold or
otherwise disposed of.


 


Effective Date.  The date upon which this Agreement shall
become effective pursuant to §10. 
Unless the Agent notifies the Borrower and the Lenders on the date
hereof that some other date is the Effective Date, the Effective Date shall be
the date set forth on the first page of this Agreement.


 


Eligible Assignee.  Any of (a) a commercial bank organized under
the laws of the United States, or any State thereof or the District of
Columbia, and having total assets in excess of $5,000,000,000; (b) a savings
and loan association or savings bank organized under the laws of


 


5

















 


the United States, or any
State thereof or the District of Columbia, and having a net worth of at least
$100,000,000, calculated in accordance with Generally Accepted Accounting
Principles; (c) a commercial bank organized under the laws of any other country
which is a member of the Organization for Economic Cooperation and Development
(the “OECD”), and having total assets in excess of $5,000,000,000, provided
that 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;
(d) the central bank of any country which is a member of the OECD; (e) a
finance company, insurance company or other financial institution (whether a
corporation, partnership, trust or other entity) that is engaged in making, purchasing
or otherwise investing in commercial loans in the ordinary course of its
business and having total assets in excess of $5,000,000,000, and (f) any
Lender or Affiliated Lender. 
Notwithstanding anything to the contrary, the term Eligible Assignee shall
exclude any Person controlling, controlled by or under common control with, the
Borrower or the Company.


 


Employee Benefit
Plan.  Any employee
benefit plan within the meaning of §3 (3) of ERISA currently maintained or
contributed to by the Borrower or any Guarantor or any ERISA Affiliate, other
than a Multiemployer Plan.


 


Environmental Laws.  See §6.18(a).


 


ERISA.  The Employee Retirement Income Security Act
of 1974, as amended and in effect from time to time.


 


ERISA Affiliate.  Any Person which is treated as a single
employer with the Borrower under §414(b) or (c)  of the Code.


 


ERISA Event.  Any of the following:


 


(i) a “reportable event”
within the meaning of Section 4043 of ERISA and the regulations issued
thereunder with respect to any Guaranteed 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
Guaranteed 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 Guaranteed
Pension Plan or the failure to make by its due date any required contribution
to a Multiemployer Plan,


 


(iii) the provision by
the administrator of any Guaranteed 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
the Borrower or any Guarantor or any of their ERISA Affiliates from any
Guaranteed Pension Plan with two or more contributing sponsors or the
termination of any such Guaranteed Pension Plan resulting in liability pursuant
to Section 4063 or 4064 of ERISA in excess of $5,000,000.00,


 


6

















 


(v) the institution by
the PBGC of proceedings to terminate any Guaranteed Pension Plan, or the
occurrence of any event or condition which might reasonably be expected to
constitute grounds under ERISA for the involuntary termination of, or the
appointment of a trustee to administer, any Guaranteed Pension Plan,


 


(vi) the imposition of
liability on the Borrower or any Guarantor or any of their ERISA Affiliates in
excess of $5,000,000.00 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
the Borrower or any Guarantor or any of their 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 in excess
of $5,000,000.00, or the receipt by the Borrower or any Guarantor or any of
their 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,
if such event could reasonably be expected to result in liability being imposed
on Borrower or any of its ERISA Affiliates in excess of $5,000,000.00,


 


(viii) the occurrence of
an act or omission which could give rise to the imposition on the Borrower or
any Guarantor or any of their ERISA Affiliates of fines, penalties, taxes or
related charges under Chapter 43 of the Code or under Section 409 or 502(c),
(i) or (1) or 4071 of ERISA in excess of $5,000,000 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
the Borrower or any Guarantor or any of their 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 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 Guaranteed 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 Guaranteed Pension Plan.


 


Eurocurrency
Reserve Rate.  For any
day with respect to a LIBOR Rate Loan, the maximum rate (expressed as a
decimal) at which any of the Lenders would be required to maintain reserves
under Regulation D of the Board of Governors of the Federal Reserve System (or
any successor or similar regulations relating to such reserve requirements)
against “Eurocurrency Liabilities” (as that term is used in Regulation D) , if
such liabilities were outstanding. The Eurocurrency Reserve Rate shall be
adjusted automatically on and as of the effective date of any change in the
Eurocurrency Reserve Rate.


 


7

















 


Eurodollar
Business Day.  Any day
on which commercial banks are open for international business (including
dealings in Dollar deposits) in London or such other eurodollar interbank
market as may be selected by the Agent in its sole discretion acting in good
faith.


 


Event of Default.  See §12.1.


 


Existing Credit
Agreement.  As defined
in the recitals hereto.


 


Facility.  The unsecured revolving line of credit
facility provided to the Borrower pursuant to this Agreement.


 


Fee Letter.  See §10.7.


 


Fitch.  Fitch Ratings, a division of Fitch, Inc. or
its successors.


 


Fitch Rating.  The rating for the Company’s senior
long-term unsecured debt assigned by Fitch.


 


Fixed Charges.  With respect to any fiscal period of any
Person, an amount equal to the sum of (i) Interest Expense, (ii) regularly
scheduled installments of principal payable with respect to all Indebtedness of
such Person, other than balloon payments of principal at maturity, (iii)
scheduled cash lease payments or obligations with respect to Capitalized Leases
of such Person plus (iv) in the cases of the Company and the Borrower, all
dividend payments due to the holders of any preferred shares of beneficial
interest of the Company and all distributions due to the holders of any
preferred limited partnership interests in the Borrower.


 


Fixed Rate
Prepayment Fee.  See
§3.3.


 


Forward Purchase Contract.  With respect to any Person, a
purchase agreement entered into by such Person for the fee or leasehold
purchase of an office property to be constructed .


 


Funds From
Operations. 
Consolidated net income (loss) of the Company and its Subsidiaries
before extraordinary items, computed in accordance with Generally Accepted
Accounting Principles, plus, to the extent deducted in determining net income
(loss) and without duplication, (i) gains (or losses) from debt restructuring
and sales of property (or adjustments to basis of properties or other assets),
(ii) non-recurring charges, (iii) provisions for losses, (iv) real estate
related depreciation, amortization and other non-cash charges (excluding
amortization of financing costs), and (v) amortization of organizational
expenses minus, to the extent included in net income (loss) and without
duplication, (a) non-recurring income (loss) and (b) equity income (loss) from
unconsolidated partnerships and joint ventures less the proportionate share of
Funds From Operations of such partnerships and joint ventures, which
adjustments shall be calculated on a consistent basis.


 


Generally Accepted
Accounting Principles. 
Principles that are (a) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time and (b) consistently applied with past financial
statements of the Person in question adopting the same principles; provided
that a certified public accountant would, insofar as the use of such accounting
principles is pertinent, be in a position to deliver an unqualified opinion
(other than a qualification regarding changes in Generally


 


8

















 


Accepted Accounting
Principles) as to financial statements in which such principles have been properly
applied.


 


Ground Lease.  A ground lease granting a leasehold interest
in land and/or the improvements thereon.


 


Guaranteed Pension
Plan. Any employee pension benefit plan within the meaning of
§3(2) of ERISA maintained or contributed to by the Borrower, any Guarantor or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.


 


Guaranteed
Obligations. 
Collectively,


 


(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 Loan Documents
to the Agent and the Lenders at such times and in the manner provided for in
the Loan Documents, including interest accruing from and after the date of the
commencement of a bankruptcy case against the Borrower or a Guarantor, and


 


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


 


Guarantor.
Each of the Company and the Guarantor Subsidiaries.


 


Guarantor
Subsidiaries.  The partnerships,
limited liability companies and corporations designated as Guarantor
Subsidiaries on Schedule 1.3 hereto and any other Subsidiaries of the Borrower
or the Company  which execute and
deliver this Agreement as a Guarantor pursuant to and in accordance with §5.6,
and which shall include each wholly-owned Subsidiary of the Borrower and each
Subsidiary of the Borrower which, in either case, directly or indirectly owns
an Unencumbered Asset as of the Effective Date or at any time thereafter; provided,
however, that if a Subsidiary acquired by Borrower or the Company after
the Effective Date, or if an entity that becomes a Subsidiary of the Borrower
or the Company after the Effective Date, directly or indirectly owns Real
Estate which has been mortgaged, or the beneficial or legal ownership interests
of such Subsidiary have been pledged, to secure Indebtedness, such Subsidiary
shall not be a Guarantor Subsidiary unless and until the Real Estate owned by
such Subsidiary becomes an Unencumbered Asset.


 


Guaranty.
See §18.1.


 


Hazardous
Materials. See §6.18(a).


 


Indebtedness.  For any Person, without duplication, (i)(a) all indebtedness of such Person for
borrowed money and (b) all obligations of such Person to pay a deferred
purchase price for property or services, including, but not limited to,
obligations under Forward Purchase Contracts, having met all conditions of
repayment thereof but for the passage of time, (ii) all indebtedness of
such Person evidenced by a note, bond, debenture or similar instrument, (iii)
the outstanding


 


9

















 


undrawn amount of all
letters of credit issued for the account or upon the application of such Person
and, without duplication, all unreimbursed amounts drawn thereunder, (iv) all
indebtedness of any other person or entity secured by any Lien on any property
owned by such Person, whether or not such indebtedness has been assumed, (v)
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 contractually), but only to the
extent of the specific amount guaranteed as a matter of contract or law,
provided that for purposes of this definition the term “guarantee” shall not
include the guarantee of customary non-recourse carve-outs (including, but not
limited to, claims for fraud, misrepresentation, or environmental law
violations), (vi) all payment obligations of such Person under any Interest
Rate Contracts and currency swaps and similar agreements, to the extent such
liabilities are material and are reported or are required under Generally
Accepted Accounting Principles to be reported by such Person in its financial
statements, (vii) all indebtedness and liabilities of such Person secured by
any Lien or mortgage on any property of such Person, whether or not the same
would be classified as a liability on a balance sheet, (viii) the liability of
such Person in respect of banker’s acceptances and the estimated liability
under any participating mortgage, convertible mortgage or similar arrangement,
(ix) the aggregate principal amount of rentals or other consideration payable
by such Person in accordance with Generally Accepted Accounting Principles over
the remaining unexpired term of all Capitalized Leases of such Person, (x) all
outstanding monetary judgments or decrees by a court or courts of competent
jurisdiction entered against such Person, (xi) all convertible debt and
subordinated debt owed by such Person, (xii) all preferred partnership
interests and preferred stock issued by such Person that, in either case, are
redeemable prior to the Maturity Date for cash on a mandatory basis, a cash
equivalent, a note receivable or similar instrument or are convertible prior to
the Maturity Date on a mandatory basis to Indebtedness as defined herein,
(xiii) all customary trade payables and accrued expenses more than sixty (60)
days past due, (xiv) expected amortization of tenant costs and leasing
commissions over such Person’s next twelve succeeding fiscal months, and (xv)
all obligations, liabilities, reserves and any other items which are listed as
a liability on a balance sheet of such Person determined on a consolidated
basis in accordance with Generally Accepted Accounting Principles, but
excluding all general contingency reserves and reserves for deferred income
taxes and investment credit, and excluding debt covered by escrows and security
deposits fully funded by cash or cash equivalents.


 


Interest Expense.  For any Person for any Period, with respect
to all Indebtedness of such Person, an amount equal to the sum of the following
with respect to all Indebtedness of such Person: (i) total interest expense,
accrued in accordance with Generally Accepted Accounting Principles, plus (ii)
all capitalized interest determined in accordance with Generally Accepted
Accounting Principles, but only to the extent that such capitalized interest is
not covered by an interest reserve established under a loan facility (such as
capitalized construction interest provided for in a construction loan).


 


Interest Payment
Date. As to any Base Rate Loan or LIBOR Rate Loan, the first
day of each calendar month.


 


Interest Period.
With respect to each Loan, (a) initially, the period commencing on the
Borrowing Date of such Loan and ending on the last day of one of the following
periods, as selected by the Borrower in a Loan Request (except that no Loan
Request is required for


 


10

















 


Mandatory Base Rate
Loans): (i) for any Base Rate Loan, the period ending on the day on which such
Base Rate Loan is paid in full or converted to a LIBOR Rate Loan; and (ii) for
any LIBOR Rate Loan, 7 days (but only to the extent available in the Eurodollar
market to all Lenders), 1, 2, or 3 months; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:


 


(A) if any
Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day
that is not a Eurodollar Business Day, that Interest Period shall be extended
to the next succeeding Eurodollar Business Day unless the result of such
extension would be to carry such Interest Period into another calendar month,
in which event such Interest Period shall end on the immediately preceding
Eurodollar Business Day;


 


(B) if any
Interest Period with respect to a Base Rate Loan would end on a day that is not
a Business Day, that Interest Period shall end on the next succeeding Business
Day;


 


(C) if the
Borrower shall fail to give notice as provided in §2.6, the Borrower shall be
deemed to have requested a conversion of the affected LIBOR Rate Loan to a Base
Rate Loan on the last day of the then current Interest Period with respect
thereto;


 


(D) any Interest
Period relating to any LIBOR Rate Loan that begins on the last Eurodollar
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Eurodollar Business Day of a calendar month;


 


(E) no more than
five (5) Interest Periods relating to LIBOR Rate Loans may be outstanding at
any one time; and


 


(F) the Borrower
may not select any Interest Period relating to any LIBOR Rate Loan that would
extend beyond the Maturity Date.


 


Interest Rate
Contracts.  Interest
rate swap, cap, collar or similar agreements providing for interest rate
protection.


 


Investments.  In any Person, 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 equity distributions of, any ownership, purchase or acquisition of
any capital interests, business, assets, obligations or securities of, or any
other interest in  or capital
contribution to, such Person.


 


Leases.  Leases, licenses and agreements whether
written or oral, relating to the use or occupation of space in the Buildings
located on the Unencumbered Assets by persons other than the owner thereof.


 


Lenders.
As defined in the preamble hereto.


 


11

















 


Letter of Credit.  A letter of credit issued by the Agent for
the account of the Borrower pursuant to §2.9 and the letter of credit issued
prior to the Effective Date and described on Schedule 1.4.


 


Letter of Credit
Request.  See § 2.9.


 


Leverage Ratio.  As of any date of determination, Total Debt
divided by Total Assets.


 


LIBOR Lending
Office.  Initially,
the office of each Lender designated as such in Schedule 1 hereto; thereafter,
such other office of such Lender, if any, that shall be making or maintaining
LIBOR Rate Loans.


 


LIBOR Rate.  For any Interest Period with respect to a
LIBOR Rate Loan, the rate per annum equal to the quotient (rounded upwards to
the nearest 1/1000 of one percent) of (a) the rate per annum for deposits in
Dollars in the London interbank market for a period equal in length to such
Interest Period which appears on Telerate Page 3750 as of 11:00 a.m. (London,
England time)  two Eurodollar Business
Days prior to the beginning of such Interest Period, divided by (b) a number
equal to 1.00 minus the Eurocurrency Reserve Rate. Each determination of the
LIBOR Rate applicable to the particular Interest Period selected by the
Borrower shall be made by the Agent and shall be conclusive and binding upon
the Borrower absent manifest error.


 


LIBOR Rate Loans.  Loans bearing interest calculated by
reference to the LIBOR Rate.


 


Lien.  Any lien, encumbrance, mortgage, deed of
trust, pledge, restriction or other security interest.  If title to any Real Estate Asset is held by
a Subsidiary of Borrower or an Unconsolidated Entity then any pledge or
assignment of Borrower’s stock, partnership interest, limited liability company
interest or other ownership interest in such Subsidiary or Unconsolidated
Entity shall be deemed to be a Lien on the Real Estate Assets owned by such
Subsidiary or Unconsolidated Entity.


 


Loan Documents.
This Agreement, the Notes, and any and all other agreements, documents and
instruments now or hereafter evidencing, securing or otherwise relating to the
Loans.


 


Loan Request.  See §2.5.


 


Loans.  Loans made or to be made by the Lenders to
the Borrower pursuant to §2.1 and §2.5 and Mandatory Base Rate Loans made
pursuant to §2.9.


 


Majority Lenders.
As of any date, the Lenders whose aggregate Commitments constitute at least
fifty-one percent (51%) of the Total Commitment  provided that the Commitments of any Delinquent Lenders shall be
disregarded when determining the Majority Lenders.


 


Mandatory Base
Rate Loans.  Loans
made by the Lenders (without a Loan Request) under the circumstances described
in §2.9(d).


 


Material Adverse
Effect.  Any condition
which has a material adverse effect on (i) the business, operations,
properties, assets or condition (financial or otherwise) of the Borrower, the


 


12

















 


Company or any other
Guarantor, taken as a whole or (ii) the ability of the Borrower, the Company or
any other Guarantor to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the
remedies or material rights of the Agent or the Lenders thereunder.


 


Maturity Date.  March 17, 2006, or such later date to which
the Maturity Date shall have been extended pursuant to the provisions of §2.8
hereof, or such earlier date on which the Loans shall become due and payable
pursuant to the terms hereof.


 


Maximum Credit
Amount.  The lesser of
the following: (i) the maximum amount of Outstanding Obligations without
causing a violation of § 9.1; and (ii) the Total Commitment.


 


Minimum Capital
Expenditure Reserves. 
For any Real Estate Asset, $0.40 per net rentable square foot of such
Real Estate Asset per annum, or, for any shorter period, such amount multiplied
by a fraction the numerator of which is the length of the applicable period in
months (or portions thereof) and the denominator of which is 12.


 


Minimum Leasing
Commission and Tenant Improvement Reserves.  For any Real Estate Asset, $1.75 per net
rentable square foot of such Real Estate Asset per annum, or, for any shorter
period, such amount multiplied by a fraction the numerator of which is the
length of the applicable period in months (or portions thereof) and the
denominator of which is 12.


 


Minimum Management
Fees.  Shall mean the
greater of (i) three percent (3%) of Rents from the related Real Estate Asset
for the three (3) month period immediately preceding the calculation, and (ii)
the actual management fees paid by the Borrower and the Related Companies with
respect to such Real Estate Asset during such three (3) month period.


 


Moody’s.
Moody’s Investors Service, Inc. or its successors.


 


Moody’s Rating.  The rating for the Company’s senior
long-term unsecured debt assigned by Moody’s.


 


Mortgage.  Any mortgage, deed of trust, or other
security instrument that creates a Lien on a class B (or better) office
property (including the development of same) located in the greater New York
City area or assets related thereto to secure Indebtedness.


 


Mortgage Loan.  Any Indebtedness the payment or performance
of which is secured by a Mortgage.


 


Mortgage Note.  Any instrument, document or agreement
evidencing a Mortgage Loan.


 


Multiemployer Plan.  Any multiemployer plan within the meaning of
§3(37) of ERISA contributed to by the Borrower or any Guarantor or any of their
ERISA Affiliates.


 


Net Offering
Proceeds.  All cash
proceeds received after  the Effective
Date by the Borrower or the Company as a result of the sale of common,
preferred or other classes of stock of the Company or the issuance of limited
partnership interests in the Borrower less customary costs and discounts of
issuance paid by Company or Borrower in connection therewith.


 


13

















 


Net Operating
Income.  With respect
to any Real Estate Asset, for the period of determination, the Rents derived
from the customary operation of such Real Estate Asset, less operating expenses
attributable to such Real Estate Asset, and shall include only the sum of (i)
the Rents received or expected to be received, and earned in accordance with
Generally Accepted Accounting Principles, pursuant to Leases in place, plus
(ii) other income actually received and earned in accordance with Generally
Accepted Accounting Principles with respect to such Real Estate Asset, plus
(iii) rent loss or business interruption insurance proceeds received or
expected to be received during or relating to such period due to a casualty that
has occurred prior to the date of calculation plus (iv) parking or other
income, less operating expenses actually paid or payable on an accrual basis in
accordance with Generally Accepted Accounting Principles attributable to such
Real Estate Asset during such period, as set forth on operating statements and
schedules reasonably satisfactory to Agent. 
Net Operating Income shall be calculated in accordance with customary
accounting principles applicable to real estate.  Notwithstanding the foregoing, 
Net Operating Income shall not include (i) any condemnation or insurance
proceeds (excluding rent loss or business interruption insurance proceeds as
described above), (ii) any proceeds resulting from the sale, exchange,
transfer, financing or refinancing of all or any portion of the Real Estate
Asset for which it is to be determined, (iii) amounts received from tenants as
security deposits unless actually applied toward the payment of rent or
additional rent in accordance with the terms of such tenant’s lease, (iv)
interest income and (v) any type of income otherwise included in Net Operating
Income but paid directly by any tenant to a Person other than Borrower or a
Guarantor or other Related Company or their respective agents or
representatives.


 


Notes.  See §2.3.


 


Obligations.  All indebtedness, obligations and
liabilities of the Borrower or any Guarantor to any of the Lenders and the
Agent, individually or collectively, under this Agreement or any of the other
Loan Documents or in respect of any of the Loans, the Letters of Credit or the
Notes or other instruments at any time evidencing any thereof, whether existing
on the date of this Agreement or arising or incurred hereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law of otherwise.


 


Occupancy Rate.   With respect to an Unencumbered Asset at
any time, the ratio, as of such date, expressed as a percentage, of (i) the net
rentable area of such Unencumbered Asset leased to tenants paying rent pursuant
to, and to the extent required under, Leases other than Leases which are in
material default, to (ii) the net rentable area of such Unencumbered Asset.


 


Outstanding
Obligations.  As of any
date of determination, the sum of the outstanding principal amount of the Loans
plus the face amount of each Letter of Credit issued under §2.9 which has not
expired or terminated prior to the date of determination.


 


PBGC.  The Pension Benefit Guaranty Corporation
created by §4002 of ERISA and any successor entity or entities having similar
responsibilities.


 


Permitted
Developments.  The
construction of any new buildings or the construction of additions expanding
existing buildings or the rehabilitation of existing buildings (other than


 


14

















 


normal refurbishing of
common areas and tenant fit up work when one tenant leases space previously
occupied by another tenant) relating to any Real Estate Assets of the Borrower,
any Guarantor or any of the other Related Companies, including (but not limited
to) Forward Purchase Contracts, having met
all conditions of payment thereof but for the passage of time, and each
Permitted Development shall be counted for purposes of §8.2 from the time of
commencement of the applicable construction work until a final certificate of
occupancy has been issued with respect to such project in the amount of the
total projected cost of such project.


 


Permitted
Investments Cap.  See
§8.2.


 


Permitted Liens.  The following Liens, security interests and
other encumbrances:


 


(i)  liens to secure taxes, assessments and other
governmental charges in respect of obligations not overdue, the Indebtedness
with respect to which is permitted hereunder;


 


(ii) deposits or
pledges made in connection with, or to secure payment of, workmen’s
compensation, unemployment insurance, old age pensions or other social security
obligations;


 


(iii) liens in
respect of judgments or awards, the Indebtedness with respect to which is
permitted hereunder;


 


(iv) liens of
carriers, warehousemen, mechanics and materialmen, and other like liens which
are either covered by a full indemnity from a creditworthy indemnitor or have
been in existence less than 120 days from the date of creation thereof in
respect of obligations not overdue, the Indebtedness with respect to which is
permitted hereunder; and


 


(v) encumbrances
consisting of easements, rights of way, Leases, covenants, restrictions on the
use of real property and defects and irregularities in the title thereto; and
other minor liens or encumbrances none of which in the opinion of the Borrower
interferes materially with the use of the property affected in the ordinary
conduct of the business of the Borrower, and which matters (x) do not
individually or in the aggregate have a materially adverse effect on the value
of the Unencumbered Asset and (y) do not make title to such property
unmarketable by the conveyancing standards in effect where such property is
located.


 


Person.  Any individual, corporation, partnership,
limited liability company, trust, unincorporated association, business, or
other legal entity, and any government or any governmental agency or political
subdivision thereof.


 


Preferred
Distribution.  The
declaration or payment of any dividend or distribution of cash or cash
equivalents to the holders of preferred shares of beneficial interest in the
Company or the holders of preferred 
units of limited partnership interest of the Borrower.


 


Prepayment Date.  See §3.3.


 


Properties.  All Real Estate Assets, Real Estate, and all
other assets, including, without limitation, intangibles and personalty owned
by the Borrower or any Guarantor or any of the Related Companies.


 


15

















 


Real Estate.  All real property at any time owned, leased
(as lessee or sublessee) or operated by the Borrower, any Guarantor, or any of
the Related Companies or any Unconsolidated Entity.


 


Real Estate Assets.  Those fixed and tangible properties
consisting of land, buildings and/or other improvements owned by the Borrower,
by any Guarantor, by any of the Related Companies or by any Unconsolidated
Entity at the relevant time of reference thereto, including without limitation,
the Unencumbered Assets, but excluding all leaseholds other than leaseholds
under Ground Leases which either have an unexpired term (including unexercised
renewals options exercisable at the option of the lessee) of at least 20 years
or contain a purchase option for nominal consideration.


 


Real Estate
Effective Control Assets. 
Those Investments in mortgages and mortgage participations owned by the
Borrower or by any Guarantor as to which the Borrower has demonstrated to the
Agent, in the Agent’s discretion, that Borrower or a Guarantor has control of
the decision-making functions of management and leasing of such mortgaged
properties, has control of the economic benefits of such mortgaged properties,
and holds an option to purchase such mortgaged properties.


 


Record.  The grid attached to any Note, or the
continuation of such grid, or any other similar record, including computer
records, maintained by any Lender with respect to any Loan referred to in such
Note.


 


Recourse
Indebtedness.  All
Indebtedness except Indebtedness with respect to which recourse for payment is
contractually limited (except for customary exclusions) to specific assets
encumbered by a lien securing such Indebtedness.


 


Register.  See §19.3.


 


Related Companies.  The entities listed and described on
Schedule 1.3 hereto, or thereafter, any entity whose financial statements are
consolidated or combined with the Company’s pursuant to Generally Accepted
Accounting Principles, or any ERISA Affiliate.


 


Release.  A release, spillage, leaking, pumping,
pouring, emitting, emptying, discharge, injection, escape, disposal or dumping
of Hazardous Material.


 


Rents.  All rents, issues, profits, royalties,
receipts, revenues, accounts receivable, and income, including fixed,
additional and percentage rents, occupancy charges, operating expense
reimbursements, reimbursements for increases in taxes, sums paid by tenants to
the Borrower or the Related Companies to reimburse the Borrower or the Related
Companies for amounts originally paid or to be paid by the Borrower or the Related
Companies or their respective 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.


 


16

















 


Requisite Lenders.  As of any date, the Lenders whose aggregate
Commitments constitute at least sixty-six and seven-tenths percent (66.7%) of
the Total Commitment  provided that the
Commitments of any Delinquent Lenders shall be disregarded when determining the
Requisite Lenders.


 


Responsible
Officer.  With respect
to the Company, any one of its Chairman, President, Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, Treasurer, Executive Vice
Presidents or Senior Vice Presidents.


 


S&P.  Standard & Poor’s Ratings Group, a
division of The McGraw-Hill Companies, Inc., or its successors.


 


S&P Rating.  The rating for the Company’s senior
long-term unsecured debt assigned by S&P.


 


Secured
Indebtedness.  All
Indebtedness of the Borrower and any of the Related Companies which is secured
by a Lien on any Properties.


 


Secured Recourse
Indebtedness.  All
Secured Indebtedness except Indebtedness with respect to which recourse for
payment is contractually limited (except for customary exclusions) to the
specific assets encumbered by the Lien securing such Indebtedness, and other
than Indebtedness fully collateralized by cash or cash equivalents.


 


Structured Finance
Investments. Collectively, (i) Investments in (or in entities
whose Investments are primarily in) Mortgages, Mortgage Loans, and Mortgage
Notes, and (ii)  preferred equity
Investments (including preferred limited partnership interests) in entities
owning (or leasing pursuant to a Ground Lease) class B (or better) office
properties located in the greater New York, New York area.


 


Subsidiary.  Any corporation, association, trust, or
other business entity of which the designated parent or other controlling
Person shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes) of the outstanding Voting
Interests.


 


Tangible Net Worth.  The book value of all of the assets of the
Borrower and the Related Companies minus the book value of all of the
liabilities of the Borrower and the Related Companies minus all intangibles
determined in accordance with Generally Accepted Accounting Principles.


 


Telerate Page 3750.  The display designated as “Page 3750” on the
Telerate Service, or such other page as may replace Page 3750 on that service
or such other service as may be nominated by the British Bankers’ Association
as the information vender for the purpose of displaying British Bankers’ Association
interest settlement rates for U.S. Dollar deposits.


 


Term Loan Facility.
The Indebtedness of the Borrower and the Guarantors under that certain Amended
and Restated Credit and Guaranty Agreement, dated as of February 6, 2003, among
the Borrower, certain of the Guarantors, the lenders party thereto, and Wells
Fargo Bank,


 


17

















 


National Association, as
administrative agent, as the same may be amended, supplemented or modified from
time to time, and any refinancing thereof.


 


Total Assets.  As of any date of determination, the sum of
the following, without duplication:  (i)
the Value of All Unencumbered Assets, plus (ii) the aggregate Adjusted Net
Operating Income for the fiscal quarter immediately preceding such date,
annualized, for all Real Estate Assets (other than Unencumbered Assets) and
Real Estate Effective Control Assets owned or leased by the Borrower or the
Guarantors other than Real Estate Assets referred to in clause (iii) of this
definition, divided by nine percent (9.0%), plus (iii) the aggregate purchase
price of all Real Estate Assets (other than Unencumbered Assets but including Forward Purchase Contracts having met all
conditions of payment of the purchase price thereunder but for the passage of
time) and Real Estate Effective Control Assets acquired or initially
leased by the Borrower or the Guarantors within the fiscal quarter immediately
preceding such date, multiplied by ninety-five percent (95.0%), plus (iv) the
book value of unrestricted cash and cash equivalents of the Borrowers and the
Guarantors, plus (v) the aggregate book value of all Investments of the
Borrower and the Guarantors (other than Real Estate Effective Control Assets)
permitted under Section 8.2 hereof.


 


Total Commitment.
The sum of the Commitments of the Lenders, as in effect from time to time.


 


Total Debt.  The sum of (without duplication) all
Indebtedness of the Borrower and the Company included in the liabilities
portion of the Borrower’s balance sheet prepared in accordance with Generally
Accepted Accounting Principles as of the end of the most recent fiscal quarter
for which financial statements have been provided pursuant to § 7.4.


 


Treasury Rate.
The semi-annual yield (without decompounding), as reported in The Wall
Street Journal (or if such rate is not published therein, in the Federal
Reserve Statistical Release H.15 – Selected Interest Rates (“H.15”) under the
heading “U.S. Government Securities/Treasury constant maturities”) on the date
of calculation (provided, however, if such date is not a Business Day, then on
the next succeeding Business Day) for the current U.S. Treasury security with a
maturity which most closely approximates the date which is ten (10) years from
the date of calculation.  In the event
such rate is not published in either  The
Wall Street Journal or H.15, the Agent shall select a comparable
publication to determine the Treasury Rate.


 


Type.
As to any Loan its nature as a Base Rate Loan or a LIBOR Rate Loan.


 


Unconsolidated
Entity.  As of any
date, any Person in whom the Borrower, the Company or any Related Company holds
an Investment, and whose financial results would not be consolidated under
Generally Accepted Accounting Principles with the financial statements of the
Borrower, if such statements were prepared as of such date. Unconsolidated
Entities existing on the date hereof are set forth in Schedule 1.3.


 


Unconsolidated
Entity Percentage . For any Person, with respect to such
Person’s Unconsolidated Entities, the percentage economic ownership interest of
such Person in such  Unconsolidated
Entity; provided, however, that in the event that such Person is the general


 


18

















 


partner of such
Unconsolidated Entity, such Person’s Unconsolidated Entity Percentage with
respect to such Unconsolidated Entity’s liabilities shall be the percentage of
the general partner interests owned by such Person in such Unconsolidated
Entity with respect to any Indebtedness for which recourse may be made against
any general partner of such Unconsolidated Entity.


 


Unencumbered Asset.  Any Real Estate Asset set forth on Schedule
1.1, as such Schedule may be amended or supplemented from time to time which at
the date of determination, (i) is 100% owned in fee, or pursuant to a Ground
Lease as approved by the Requisite Lenders (it being understood that all
Unencumbered Assets owned pursuant to a Ground Lease as of the Effective Date
are so approved), by Borrower or one of the Guarantor Subsidiaries, (ii) is
improved with one or more Class B (or better) office buildings; (iii) is not
directly or indirectly subject to any Lien (other than Permitted Liens) or to
any negative pledge agreement or other agreement that prohibits the creation of
any Lien thereon; (iv) is a Real Estate Asset with respect to which each of the
representations contained in §6.18 and §6.21 hereof is true and accurate as of
such date of determination; (v) may be legally conveyed separately from any
other Real Estate without the need to obtain any subdivision approval, zoning
variance or other consent or approval from an unrelated Person, other than, in
the case of a Real Estate Asset which is a condominium unit, any required
approval of the condominium board so long as pursuant to the terms and provisions
of the condominium documentation governing the applicable condominium such
approval may not be unreasonably withheld, delayed or conditioned; (vi) is
reasonably free of all material structural and material title defects and other
material adverse matters; (vii) is in compliance, in all material respects,
with all applicable Environmental Laws, and as to which the representations set
forth in §6.18(b) hereof are true and correct, (viii) has an Occupancy Rate of
70% or better; (ix) is managed by Borrower or a wholly owned Affiliate or
Subsidiary of Borrower and (x) to the extent requested by the Agent and in
Borrower’s possession or control, the Borrower has delivered to the Agent
historical operating and leasing information relating to such Unencumbered Asset,
in form and substance satisfactory to the Agent.  Each Real Estate Asset which satisfies the conditions set forth
in this definition or with respect to which the Requisite Lenders have granted
the necessary waivers pursuant to §5.2 shall be deemed to be an Unencumbered
Asset only during such periods of time as Borrower has included the same on the
list of Unencumbered Assets attached to the most recent Compliance Certificate
delivered hereunder.


 


Unencumbered Asset
Adjusted Net Operating Income.  For any period, the aggregate Adjusted Net Operating Income for
all Unencumbered Assets for such Period, plus (or minus) straight line rent
adjustments for the applicable period, minus the aggregate of all Minimum
Leasing Commission and Tenant Improvement Reserves for all Unencumbered Assets
for such period.


 


Unencumbered Asset
Value.  With respect
to any Unencumbered Asset at any time, an amount computed as follows: (i) for
any Unencumbered Asset owned or leased by the Borrower or the Guarantors other
than Unencumbered Assets referred to in clause (ii) of this definition, the
Adjusted Net Operating Income for such Unencumbered Asset for the fiscal
quarter immediately preceding such date, annualized, divided by nine percent
(9.0%), or (ii) for any Unencumbered Asset acquired or initially leased by the
Borrower or the Guarantors within the fiscal quarter


 


19

















 


immediately preceding
such date, the purchase price of such Unencumbered Asset multiplied by
ninety-five percent (95.0%).


 


Unsecured
Indebtedness.  All
Indebtedness of Borrower, of any Guarantor or of any of the other Related
Companies to the extent not secured by a Lien on any Properties including,
without limitation, the Outstanding Obligations and any Indebtedness evidenced
by any bonds, debentures, notes or other debt securities presently outstanding
or which may be hereafter issued by Borrower or by the Company.  Unsecured Indebtedness shall not include
accrued ordinary operating expenses payable on a current basis.


 


Unused Amount.
See §4.2


 


Value of All
Unencumbered Assets. As of any date of determination, an
amount computed as follows: the sum of (i) the aggregate Adjusted Net Operating
Income for the fiscal quarter immediately preceding or ending on such date,
annualized, for all Unencumbered Assets owned or leased by the Borrower or the
Guarantors other than Unencumbered Assets referred to in clause (ii) of this
definition, divided by nine percent (9.0%), plus (ii) the aggregate purchase
price of all Unencumbered Assets acquired or initially leased by the Borrower
or the Guarantors within the fiscal quarter immediately preceding or ending on
such date, multiplied by ninety-five percent (95.0%); provided, however, that
after making such computation, the Value of All Unencumbered Assets shall be
reduced by the amount by which the Unencumbered Asset Value of any single
Unencumbered Asset exceeds thirty-five percent (35%) of the Value of All
Unencumbered Assets as so computed.


 


Variable Rate
Indebtedness.  The Loans
and all other Indebtedness of the Borrower which bears interest at a rate which
is not fixed either through maturity or for a term of at least thirty-six  (36) months from the date that such fixed
rate became effective.


 


Voting Interests.  Stock or similar ownership interests, of any
class or classes (however designated), the holders of which are at the time
entitled, as such holders, (a) to vote for the election of a majority of the
directors (or persons performing similar functions) of the corporation,
association, partnership, trust or other business entity involved, or (b) to
control, manage or conduct the business of the corporation, partnership,
association, trust or other business entity involved.


 


§1.2.                       Rules
of Interpretation .


 


(a)  A reference to any document or agreement
shall include such document or agreement as amended, modified or supplemented
from time to time in accordance with its terms and the terms of this Agreement.


 


(b)  The singular includes the plural and the
plural includes the singular.


 


(c)  A reference to any law includes any
amendment or modification to such law.


 


(d)  A reference to any Person includes its
permitted successors and permitted assigns.


 


20

















 


(e)  Accounting terms not otherwise defined
herein have the meanings assigned to them by Generally Accepted Accounting
Principles applied on a consistent basis by the accounting entity to which they
refer and, except as otherwise expressly stated, all use of accounting terms with
respect to the Borrower shall reflect the consolidation of the financial
statements of Borrower and the Related Companies.


 


(f)  The words “include”, “includes” and
“including” are not limiting.


 


(g)  All terms not specifically defined herein or
by Generally Accepted Accounting Principles, which terms are defined in the
Uniform Commercial Code as in effect in New York, have the meanings assigned to
them therein.


 


(h)  Reference to a particular “§” refers to that
section of this Agreement unless otherwise indicated.


 


(i)  The words “herein”, “hereof”, “hereunder”
and words of like import shall refer to this Agreement as a whole and not to
any particular section or subdivision of this Agreement.


 


(j)  The words “so long as any Loan or Note is
outstanding” shall mean so long as such Loan or Note is not indefeasibly paid
in full in cash.


 


§2.                                REVOLVING
CREDIT FACILITY.


 


§2.1.                       Commitment to Lend; Limitation on
Total Commitment.  Subject to the
provisions of §2.5 and the other terms and conditions set forth in this
Agreement, each of the Lenders severally agrees to lend to the Borrower and the
Borrower may borrow, repay, and reborrow from time to time between the
Effective Date and the Maturity Date upon notice by the Borrower to the Agent
given in accordance with §2.5, such sums as are requested by the Borrower up to
a maximum aggregate principal amount of the Outstanding Obligations (after
giving effect to all amounts requested) at any one time equal to such Lender’s
Commitment, provided that the sum of the Outstanding Obligations (after giving
effect to all amounts requested) shall not at any time exceed the Maximum
Credit Amount. The Loans shall be made pro rata in accordance with each
Lender’s Commitment Percentage and the Lenders shall at all times immediately
adjust inter
se any inconsistency between each Lender’s outstanding principal
amount and each Lender’s Commitment. Each request for a Loan hereunder shall
constitute a representation and warranty by the Borrower that the conditions
set forth in §10 or §11 (whichever is applicable) have been satisfied on the
date of such request and will be satisfied on the proposed Borrowing Date of
the requested Loan, provided that the making of such representation and
warranty by Borrower shall not limit the right of any Lender not to lend upon a
determination by the Requisite Lenders that such conditions have not been
satisfied.


 


§2.2.                       Changes
in Total Commitment.


 


(a)  Provided that no Default or Event of Default
has occurred and is continuing, the Borrower shall have the option at any time
and on one occasion prior to the third anniversary of the Effective Date, to
request an increase in the Total Commitment by an amount not to


 


21

















 


exceed $75,000,000 by
written notice to the Agent.  Upon
receipt of such notice, the Agent shall consult with Arranger and shall notify
the Borrower of the amount of facility fees to be paid to any Lenders who
provide an Additional Commitment in connection with such increase in the Total
Commitment.  If the Borrower agrees to
pay the facility fees so determined, then the Agent shall send a notice to all
Lenders (the “Additional Commitment Request Notice”) informing them of the
Borrower’s request to increase the Total Commitment and of the facility fees to
be paid with respect thereto.  Each
Lender who desires in its sole discretion to provide an Additional Commitment
upon such terms shall provide Agent with a written commitment letter specifying
the amount of the Additional Commitment which it is willing to provide prior to
such deadline as may be specified in the Additional Commitment Request
Notice.  If the requested increase is
oversubscribed then the Agent and the Arranger shall allocate the Commitment
Increase among the Lenders who provide such commitment letters on such basis as
the Agent and the Arranger shall determine in their sole discretion.  If the Additional Commitments so provided
are not sufficient to provide the full amount of the Commitment Increase
requested by the Borrower, then the Agent may, but shall not be obligated to,
invite one or more Eligible Assignees to become a Lender and provide an
Additional Commitment.  If Agent does
invite one or more Eligible Assignees to become a Lender and if following any
such invitation, the amounts committed are still not sufficient to provide the
full amount of the Commitment Increase requested by Borrower, the Commitment
Increase shall be reduced to the aggregate of the amounts committed.  The Agent shall provide all Lenders with a
notice setting forth the amount, if any, of the Additional Commitment to be
provided by each Lender and the revised Commitment Percentages which shall be
applicable after the effective date of the Commitment Increase specified
therein (the “Commitment Increase Date”).


 


(b) On the
Commitment Increase Date the outstanding principal balance of the Loans shall
be reallocated among the Lenders such that after the Commitment Increase Date
the outstanding principal amount of Loans owed to each Lender shall be equal to
such Lender’s Commitment Percentage (as in effect after the Commitment Increase
Date) of the outstanding principal amount of all Loans.  On the Commitment Increase Date those
Lenders whose Commitment Percentage is increasing shall advance the funds to
the Agent and the funds so advanced shall be distributed among the Lenders
whose Commitment Percentage is decreasing as necessary to accomplish the
required reallocation of the outstanding Loans.  The funds so advanced shall be Base Rate Loans until converted to
LIBOR Rate Loans which are allocated among all Lenders based on their
Commitment Percentages.  To the extent
such reallocation results in certain Lenders receiving funds which are applied
to LIBOR Rate Loans prior to the last day of the applicable Interest Period,
then the Borrower shall pay to the Agent for the account of the affected
Lenders the Fixed Rate Prepayment Fee which shall be determined separately for
each such Lender in the manner set forth in §3.3.  On the Commitment Increase Date, the Lenders’ respective
interests in outstanding Letters of Credit shall also be adjusted to reflect
the revised Commitment Percentages. Upon request from any Lender whose interest
in an outstanding Letter of Credit is so increasing, the Borrower will pay
additional Letter of Credit fees for the amount of such increase at the rate
provided in §2.9(c) prorated for the period from the Commitment Increase Date
until the expiration of the applicable Letter of Credit.


 


(c) The Borrower
shall have the right at any time upon at least ten (10) Business Days’ prior
written notice to the Agent (which shall promptly notify each Lender), to
reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof
the unborrowed portion of the


 


22

















 


then Total Commitment,
provided that the Total Commitment shall not be reduced to less than
$180,000,000, whereupon the Commitments of the Lenders shall be reduced pro
rata in accordance with their respective Commitment Percentages by the amount
specified in such notice. Upon the effective date of any such reduction, the
Borrower shall pay to the Agent for the respective accounts of the Lenders the
full amount of any commitment fee required under §4.2 hereof then accrued and
unpaid on the amount of the reduction. No reduction of the Commitments may be
reinstated.


 


(d) Upon the
effective date of  each increase or
reduction in the Total Commitment pursuant to this §2.2 the parties shall enter
into an amendment of this Agreement revising Schedule 1.2 and the Borrower
shall execute and deliver to the Agent new Notes for each Lender whose
Commitment has changed so that the maximum principal amount of such Lender’s
Note shall equal its Commitment.  The Agent
shall promptly deliver such replacement Notes to the respective Lenders in
exchange for the Notes replaced thereby which shall be surrendered by such
Lenders.  Such new Notes shall provide
that they are replacements for the surrendered Notes and that they do not
constitute a novation, shall be dated as of the Commitment Increase Date or the
effective date of such reduction in the Total Commitment, as applicable, and
shall otherwise be in substantially the form of the replaced Notes. On the date
of issuance of any new Notes pursuant to this §2.2(d), the Borrower shall
deliver an opinion of counsel, addressed to the Lenders and the Agent, relating
to the due authorization, execution and delivery of such new Notes and the
enforceability thereof, substantially in the form of the relevant portions of
the opinion delivered pursuant to §10.6 hereof. The surrendered Notes shall be
canceled and returned to the Borrower.


 


§2.3.                       The Notes.


 


(a)  The Loans shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit A hereto
(each a “Note”), and completed with appropriate insertions.  Return and cancellation of the “Notes” under
the Existing Agreement and issuance of initial Notes under this Agreement shall
be governed by §29 hereof.  One Note
shall be payable to the order of each Lender in an aggregate principal amount
equal to such Lender’s Commitment. The Borrower irrevocably authorizes each
Lender to make or cause to be made, at or about the time of the Borrowing Date
of any Loan or at the time of receipt of any payment of principal on such
Lender’s Note, an appropriate notation on such Lender’s Record reflecting the
making of such Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Loans set forth on such Lender’s Record shall (absent
manifest error) be prima facie evidence of the principal amount thereof owing
and unpaid to such Lender, but the failure to record, or any error in so
recording, any such amount on the Record shall not limit or otherwise affect
the obligations of the Borrower hereunder or under any Note to make payments of
principal of or interest on any Note when due.


 


(b)  Upon receipt of an affidavit (including
appropriate indemnification) of an officer of any Lender as to the loss, theft,
destruction or mutilation of such Lender’s Note, and, in the case of such loss,
theft, destruction or mutilation, upon cancellation of such Note, the Borrower
will issue, in lieu thereof, a replacement note in the same principal amount
thereof and otherwise of like tenor.


 


23

















 


§2.4.                       Interest
on Loans.


 


(a)  Each Base Rate Loan shall bear interest
commencing with the Borrowing Date thereof at the rate equal to the Base
Rate.  Changes in the rate of interest
resulting from changes in the Base Rate shall take place immediately without
demand or notice of any kind.


 


(b)  Each LIBOR Rate Loan shall bear interest for
the period commencing with the Borrowing Date thereof and ending on the last
day of the Interest Period with respect thereto at the rate equal to the
Applicable LIBOR Margin per annum above the LIBOR Rate determined for such
Interest Period. Agent shall determine the rate equal to the Applicable LIBOR
Margin per annum above the LIBOR Rate which will be in effect during such Interest
Period and inform Borrower of such determination (which determination shall be
conclusive and binding upon Borrower absent manifest error).


 


(c)  The Borrower unconditionally promises, in
accordance with and subject to the provisions of the Loan Documents, to pay
interest on each Loan in arrears on each Interest Payment Date with respect
thereto.


 


(d)  All agreements between the Borrower and the
Guarantors, on the one hand, and Agent and the Lenders, on the other hand, are
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the Obligations or otherwise, shall the
amount paid or agreed to be paid to the Lenders for the use or the forbearance
of the Indebtedness evidenced under this Agreement and the Notes exceed the
maximum permissible under law.  As used
herein, the term “applicable law” shall mean the law in effect as of the date
hereof; provided, however, that in the event there is a change in the law which
results in a higher permissible rate of interest, then this Agreement and the
Notes shall be governed by such new law as of its effective date.  If, under or from any circumstances
whatsoever, fulfillment of any provision of this Agreement or any other Loan
Document at the time of performance of such provision shall be due, shall
involve transcending the limit  of such
validity prescribed by applicable law, then the obligation to be fulfilled
shall automatically be reduced to the limits of such validity, and if under or
from any circumstances whatsoever the Lenders should receive as interest an
amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the principal amount of
the Loans then outstanding and not to the payment of interest.  In the event that, as a result of this
§2.4(d), the interest rate on any Loans is reduced and, after such reduction,
the maximum permissible interest rate under applicable law exceeds the interest
rate payable hereunder, the interest rate on the Loans shall be the maximum
permissible interest rate under applicable law until the aggregate amount of
interest paid equals the aggregate amount of interest that would have been paid
but for this §2.4(d).  This provision
shall control every other provision of the Loan Documents.


 


§2.5.                       Requests
for Loans.


 


(a) The Borrower
shall give to the Agent written notice in the form of Exhibit B hereto of each
Loan requested hereunder (a “Loan Request”) no less than (a) one (1) Business
Days prior to the proposed Borrowing Date of any Base Rate Loan and (b) three
(3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR
Rate Loan. Each such notice shall specify (i) the principal amount of the Loan
requested, (ii) the proposed Borrowing Date of


 


24

















 


such Loan, (iii) the
Interest Period for such Loan, and (iv) the Type of such Loan, and shall be
accompanied by a statement in the form of Exhibit C hereto signed by a
Responsible Officer setting forth in reasonable detail computations evidencing
compliance with the covenants contained in §9.1 through §9.7 hereof after
giving effect to such requested Loan (a “Compliance Certificate”). On the same
day as the receipt of a Loan Request for a Base Rate Loan, and within one (1)
Business Day after receipt of a Loan Request for a LIBOR Rate Loan, the Agent
shall provide to each of the Lenders by facsimile a copy of such Loan Request
and accompanying Compliance Certificate and each Lender shall, within 24 hours
thereafter (if such following day is a Business Day, and if not, before 12:30
PM Boston time on the next succeeding Business Day), notify the Agent if it
believes that any of the conditions contained in §11 of this Agreement has not
been met or waived.  If such a notice is
given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly
determine whether all of the conditions contained in §11 of this Agreement have
been met or waived.  If no such notice
is given by any Lender or if following such notice the Requisite Lenders
determine that the conditions contained in §11 have been met or waived, or, in
any event, if all conditions in §11 have in fact been met or waived, Agent
shall notify the Lenders that each  of
the Lenders shall be obligated to fund its Commitment Percentage of the
requested Loans.  Each such Loan Request
shall be irrevocable and binding on the Borrower and the Borrower shall be
obligated to accept the Loan requested from the Lenders on the proposed
Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of
$2,000,000 or an integral multiple of $500,000 in excess thereof.


 


(b)
Notwithstanding anything contained in §2.5 (a) to the contrary, in the event
that the making of a requested Loan would cause non-compliance with any of the
covenants contained in §9.1 through §9.7 hereof, the Agent may, in its sole
discretion, reduce the amount of the Loan Request to an amount which would
enable the Borrower to maintain compliance with such otherwise defaulted covenant
or covenants and Borrower shall accept the Loan made pursuant to such reduced
Loan Request.


 


§2.6.                       Conversion
Options.


 


(a) The Borrower
may elect from time to time to convert any outstanding Loan to a Loan of
another Type, provided that (i) with respect to any such conversion of a LIBOR
Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least three
(3) Business Days prior written notice of such election; (ii) with respect to
any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such conversion
shall only be made on the last day of the Interest Period with respect thereto;
(iii) subject to the further proviso at the end of this section and subject to
§2.6(b) and §2.6(d) hereof with respect to any such conversion of a Base Rate
Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3)
Eurodollar Business Days prior written notice of such election and (iv) no Loan
may be converted into a LIBOR Rate Loan when any Default or Event of Default
has occurred and is continuing. The Agent shall promptly notify the Lenders of
any such request received.  On the date
on which such conversion is being made, each Lender shall take such action as
is necessary to transfer its Commitment Percentage of such Loans to its Domestic
Lending Office or its LIBOR Lending Office, as the case may be. All or any part
of outstanding Loans of any Type may be converted as provided herein, provided
further that each Conversion Request relating to the conversion of a Base Rate
Loan to a LIBOR Rate Loan shall be for an amount equal to $2,000,000 (unless
the aggregate


 


25

















 


outstanding principal
amount of Loans is less than $2,000,000) or an integral multiple of $500,000 in
excess thereof and shall be irrevocable by the Borrower.


 


(b) Any Loans of
any Type may be continued as such upon the expiration of an Interest Period
with respect thereto by compliance by the Borrower with the notice provisions
contained in §2.6 (a) ; provided that no LIBOR Rate Loan may be continued as
such when any Default or Event of Default has occurred and is continuing but
shall be automatically converted to a Base Rate Loan on the last day of the
first Interest Period relating thereto ending during the continuance of any Default
or Event of Default of which the officers of the Agent active upon the
Borrower’s account have actual knowledge.


 


(c) In the event
that the Borrower does not notify the Agent of its election hereunder with
respect to any Loan, such Loan shall be automatically converted to a Base Rate
Loan at the end of the applicable Interest Period.


 


(d) The Borrower
may not request a LIBOR Rate Loan pursuant to §2.5, elect to convert a Base
Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a) or elect to continue a LIBOR
Rate Loan pursuant to §2.6(b) if, after giving effect thereto, there would be
greater than five (5) LIBOR Rate Loans outstanding. Any Loan Request for a
LIBOR Rate Loan that would create greater than five (5) LIBOR Rate Loans
outstanding shall be deemed to be a Loan Request for a Base Rate Loan.


 


§2.7.                       Funds for
Loans.


 


(a) Subject to
§2.5 and other provisions of this Agreement, not later than 1:00 p.m. (Boston
time) on the proposed Borrowing Date of any Loans, each of the Lenders will
make available to the Agent, at the Agent’s Head Office, in immediately
available funds, the amount of such Lender’s Commitment Percentage of the
amount of the requested Loans. Upon receipt from each Lender of such amount,
and upon receipt of the documents required by §§10 or 11 (whichever is
applicable) and the satisfaction of the other conditions set forth therein, to
the extent applicable, the Agent will make available to the Borrower the
aggregate amount of such Loans made available to the Agent by the Lenders. The failure
or refusal of any Lender to make available to the Agent at the aforesaid time
and place on any Borrowing Date the amount of its Commitment Percentage of the
requested Loans shall not relieve any other Lender from its several obligation
hereunder to make available to the Agent the amount of such other Lender’s
Commitment Percentage of any requested Loans but shall not obligate any other
Lender or Agent to fund more than its Commitment Percentage of the requested
Loans or to increase its Commitment Percentage.


 


(b) The Agent may,
unless notified to the contrary by any Lender prior to a Borrowing Date, assume
that such Lender has made available to the Agent on such Borrowing Date the
amount of such Lender’s Commitment Percentage of the Loans to be made on such
Borrowing Date, and the Agent may (but it shall not be required to), in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If any Lender makes available to the Agent such amount on a date after
such Borrowing Date, such Lender shall pay to the Agent on demand an amount
equal to the product of (i) the average computed for the period referred to in
clause (iii) below, of the weighted average interest rate paid by the Agent


 


26

















 


for federal funds
acquired by the Agent during each day included in such period, times (ii) the
amount of such Lender’s Commitment Percentage of such Loans, times (iii) a
fraction, the numerator of which is the number of days or portion thereof that
elapsed from and including such Borrowing Date to the date on which the amount
of such Lender’s Commitment Percentage of such Loans shall become immediately
available to the Agent, and the denominator of which is 365.  A statement of the Agent submitted to such
Lender with respect to any amounts owing under this paragraph shall be prima
facie evidence of the amount due and owing to the Agent by such Lender.


 


§2.8                          Extension of Maturity Date.  (a) Provided that no Default or Event of
Default has occurred and is continuing, the Borrower shall have the option, at
any time prior to the date which is at least sixty (60) days prior to the third
anniversary of the Effective Date, to request an extension of the Maturity Date
for a period of one (1) year by written notice to the Agent.  Within two (2) Business Days after receipt
of Borrower’s notice, the Agent shall provide to each of the Lenders by
facsimile a copy of such notice.  Upon fulfillment
of the applicable conditions set forth in clause (b) of this §2.8, the Maturity
Date shall be extended for one (1) additional year from the Maturity Date until
the fourth anniversary of the Effective Date and, with respect to each Lender,
all references in this Agreement and in the Notes to the “Maturity Date” shall
refer to the Maturity Date as so extended. 
The Agent shall notify the Lenders of the extension of the Maturity
Date.


 


(b)                                 The
obligation of the Agent and the Lenders to extend the Maturity Date pursuant to
this §2.8 is subject to the conditions precedent that (i) on or before the
third anniversary of the Effective Date, the Borrower shall have paid to the
Agent for the accounts of the Lenders in accordance with their respective
Commitment Percentages an extension fee in an amount equal to the product of 25
basis points (0.0025) times the Total Commitment as of the third anniversary of
the Effective Date and (ii) on the third anniversary of the Effective Date the
following statements shall be true (and a Responsible Officer shall certify the
completeness and accuracy of such statements to the Agent and the Lenders on
and as of such date):


 


(x)
the representations and warranties contained in this Agreement and the other
Loan Documents as to the Borrower and each Guarantor shall be true as of the
date as of which they were made and shall also be true at and as of the third
anniversary of the Effective Date, with the same effect as if made at and as of
that time (except (i) to the extent of changes resulting from transactions
contemplated or permitted by this Agreement and the other Loan Documents, (ii)
to the extent of changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and (iii) to the extent
that such representations and warranties relate expressly to an earlier date);
and


 


(y)  no Default or Event of Default shall have
occurred and be continuing or would occur as a result of the requested
extension of the Maturity Date.


 


§2.9.                       Letters
of Credit.


 


(a)  Up to $50,000,000 of the Commitments may be
used by Borrower for the issuance of Letters of Credit by the Agent for the
account of the Borrower subject to the terms and


 


27

















 


conditions set forth
herein.  Each Letter of Credit shall be
denominated in Dollars and shall be a standby letter of credit issued to
support the obligations of Borrower in connection with any purposes for which
the proceeds of the Loans may be used pursuant to §7.11.  Each Letter of Credit shall have an initial
term of not more than one (1) year, and shall expire no later than five (5)
Business Days prior to the Maturity Date; provided, however, that the Agent
may, in its sole discretion, at the request of Borrower issue Letters of Credit
with an initial term in excess of one (1) year, so long as the expiry date of
any such Letter of Credit is no later than five (5) Business Days prior to the
Maturity Date.  Although the Agent shall
be the issuing bank of the Letter of Credit, each Lender hereby accepts for its
own account and risk an undivided interest equal to its Commitment Percentage
in the Agent’s obligations and rights under each Letter of Credit issued
hereunder.  Each Lender unconditionally
and irrevocably agrees with the Agent that, if a draft is paid under any Letter
of Credit, such Lender shall promptly pay to the Agent  an amount equal to such Lender’s Commitment
Percentage of the amount of such draft or any part thereof, in accordance with
§2.9(d).   Upon the issuance of each
Letter of Credit hereunder, there shall be reserved from each Lender’s
Commitment an amount equal to such Lender’s Commitment Percentage of the face
amount of such Letter of Credit.  Such
reserved amounts shall remain in place and shall be unavailable for borrowing
under §2.1 until the date that such Letter of Credit expires, is fully drawn or
is terminated.


 


(b)  The Borrower shall give to the Agent a
written notice in the form of Exhibit D hereto of each Letter of Credit
requested hereunder (a “Letter of Credit Request”) no less than five (5)
Business Days prior to the proposed issuance date of the requested Letter of
Credit.  Each Letter of Credit Request
shall specify (i) the name and address of the beneficiary of the requested
Letter of Credit, (ii) the face amount of the requested Letter of Credit, (iii)
the proposed issuance date and expiration date of the requested Letter of
Credit, (iv)  the proposed form of the
requested Letter of Credit, and (v) the permitted purpose for which the Letter
of Credit will be used, and shall be accompanied by a Compliance Certificate in
the form of Exhibit C hereto signed by a Responsible Officer setting forth in
reasonable detail computations evidencing compliance with the covenants
contained in §9 hereof after including in the Outstanding Obligations the face
amount of the requested Letter of Credit. 
The Agent shall also require that the Borrower complete its standard
letter of credit application, as such standard form may be revised from time to
time, and submit the same together with the Letter of Credit Request.  Within two (2) Business Days after receipt
of a Letter of Credit Request, the Agent shall provide to each of the Lenders
by facsimile a copy of such Letter of Credit Request and accompanying
Compliance Certificate and each Lender shall, within 24 hours thereafter (if
such following day is a Business Day, and if not, before 12:30 PM Boston time
on the next succeeding Business Day), notify the Agent if it believes that any
of the conditions contained in §11 of this Agreement has not been met or waived
such that a Loan in an amount equal to the face amount of the requested Letter
of Credit could be made on the proposed issuance date of such Letter of
Credit.  If such a notice is given, the
Agent shall poll the Lenders, and the Requisite Lenders shall promptly
determine whether all of the conditions contained in §11 of this Agreement have
been met or waived.  If no such notice
is given by any Lender or if following such notice the Requisite Lenders
determine that the conditions contained in §11 have been met or waived, or if
in any event all conditions contained in §11 have in fact been met or waived,
the Agent shall notify the Lenders, and the requested Letter of Credit shall be
issued by the Agent and each of the Lenders shall then be obligated to the
Agent with respect to its Commitment Percentage of the Letter of Credit as
provided in this §2.9.


 


28

















 


(c)  On or before the issuance date of any
requested Letters of Credit, the Borrower shall pay to the Agent for its own account
an issuance fee equal to one-eighth percent (.125%) of the face amount of the
Letter of Credit. The Borrower shall pay to the Agent for the account of the
Lenders a Letter of Credit fee equal to the difference between the then
prevailing Applicable LIBOR Margin minus 12.5 basis points per annum of the
face amount of each Letter of Credit, which 
Letter of Credit fee shall be due and payable quarterly in arrears on
the last Business Day of each calendar quarter, and shall be prorated for any
partial year based on a 360-day year and paid for the actual number of days
between the issuance date and the expiration or draw down date of such Letter
of Credit.  Promptly after its receipt
thereof the Agent shall distribute such Letter of Credit fee to the Lenders
pro-rata in accordance with their respective Commitment Percentages.  Such fees shall be nonrefundable.  The Borrower also agrees to reimburse the
Agent for all reasonable fees, costs, expenses and disbursements of the Agent
in issuing, effecting payment under, amending or otherwise administering any
Letter of Credit.


 


(d)  Notwithstanding any other provisions of this
Agreement, the Borrower hereby agrees to reimburse the Agent on the Drawing
Date, upon the notification of the Agent, for any payment or disbursement made
by the Agent under any Letter of Credit. 
If and to the extent that any amounts are drawn upon any Letters of
Credit and are not reimbursed by the Borrower, then on the Business Day
immediately following each Drawing Date the Agent shall notify the Lenders of
the amount of the draft paid by the Agent on such Drawing Date, and the payment
of such draft shall constitute an advance of a Mandatory Base Rate Loan which
shall bear interest as a Base Rate Loan from the Drawing Date, but which may be
converted to a LIBOR Rate Loan in accordance with the terms hereof; provided,
however, that if there then exists a Default or Event of Default, the payment
of the draft shall be deemed a purchase by the Lenders of the Agent’s right to
reimbursement under such Letter of Credit. 
On the first Business Day after the delivery of the notice to Lenders
referenced in the previous sentence, each Lender shall make available to the
Agent in immediately available funds its Commitment Percentage of the amount of
the Mandatory Base Rate Loan so advanced upon such payment of a draft under the
Letter of Credit.  If the Agent receives
such funds from any Lender on a date after such first Business Day after such
notice to the Lenders by Agent, such Lender shall pay to the Agent on demand an
amount computed in the same manner as the amount due to the Agent from a Lender
which has made available funds for loans after the Borrowing Date thereof
pursuant to §2.7(b).  Each Lender’s
obligation to fund its Commitment Percentage of Mandatory Base Rate Loans
arising from the payment of a draft under a Letter of Credit shall not be
subject to the satisfaction of the conditions set forth in §11.   Unless the Borrower has reimbursed the
Agent in accordance with the first sentence of this paragraph, then within
three (3) Business Days after each Drawing Date, the Borrower  shall deliver to the Agent a written
explanation of the facts and circumstances relating to such drawing and a
Compliance Certificate and any other information reasonably requested by the
Agent for the purpose of allowing the Lenders to determine whether the drawing
or related events have resulted in a Default or Event of Default.  The Agent shall promptly provide copies of
such explanation, Compliance Certificate and information to the Lenders.


 


(e)  The Borrower’s obligations under this §2.9
shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against the Agent, any Lender or any beneficiary
of a


 


29

















 


Letter of Credit.  The Borrower also agrees that the Agent
shall not be responsible for, and the Borrower’s reimbursement obligations
hereunder shall not be affected by, among other things, (i) the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
(iii) any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee. 
The Agent shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors,
omissions, interruptions or delays caused by the Agent’s gross negligence or
willful misconduct.  The Borrower agrees
that any action taken or omitted by the Agent under or in connection with any
Letter of Credit or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct and in accordance with the standards of
care specified in the Uniform Customs and Practices for Documentary Credits as
the same may be amended from time to time, shall be binding on the Borrower and
shall not result in any liability of the Agent to the Borrower.


 


(f)  In the event that any Letters of Credit are
in effect at the time of (i) a voluntary termination of this Agreement in
connection with an optional prepayment of all Loans in accordance with §3.3 or
(ii) an acceleration of the maturity of the Loans pursuant to §12.1, the
amounts which shall thereupon become immediately due and payable by the
Borrower shall include a sum equal to the aggregate face amount of such then
effective Letters of Credit.  Such sum
shall be deposited in an interest bearing cash collateral account to be opened
by the Agent which shall be under the sole dominion and control of the Agent
for the benefit of the Lenders.  The
Borrower hereby grants to the Agent for the benefit of the Lenders as security
for the Obligations a first priority security interest in such cash collateral
account and all deposits at any time therein and the proceeds thereof and the
Borrower shall execute and deliver such documents and take all actions as may
be required to create and maintain a valid and perfected first priority Lien on
such cash collateral account in favor of the Agent for the benefit of the
Lenders.  Amounts held in such cash
collateral account shall be applied by the Agent on each Drawing Date thereafter
to reimburse the Lenders in respect of Loans made to pay any drafts presented
pursuant to the Letters of Credit. 
After all Letters of Credit have been fully drawn upon, expired or
otherwise terminated, any balance remaining in such cash collateral account
shall be applied in the same manner as enforcement proceeds under §12.4.


 


30

















 


§3.                                REPAYMENT
OF THE LOANS.


 


§3.1.                       Maturity.  The Borrower unconditionally promises, in
accordance with, and subject to, the provisions of the Loan Documents, to pay
on the Maturity Date, and there shall become absolutely due and payable on the
Maturity Date, all of the Loans outstanding on such date, together with any and
all accrued and unpaid interest and charges thereon.


 


§3.2.                       Mandatory Repayments of Loan.  If at any time the sum of the Outstanding
Obligations exceeds the Maximum Credit Amount, then the Borrower shall
immediately pay the amount of such excess to the Agent for the respective
accounts of the Lenders for application to the Loans.


 


§3.3.                       Optional Repayments of Loans.  The Borrower shall have the right, at its
election, to repay the outstanding amount of the Loans, as a whole or in part,
on any Business Day, without penalty or premium; provided that the full or
partial prepayment of the outstanding amount of any LIBOR Rate Loans made
pursuant to this §3.3 may be made only on the last day of the Interest Period
relating thereto, except as set forth below in this §3.3. The Borrower shall
give the Agent no later than 10:00 a.m., Boston time, at least one (1) Business
Day’s prior written notice of any prepayment pursuant to this §3.3 of any Base
Rate Loans and three (3) Eurodollar Business Days’ notice of any proposed
repayment pursuant to this §3.3 of any LIBOR Rate Loans, specifying the
proposed date of payment of Loans and the principal amount to be paid.  The Agent shall promptly notify each Lender
of the principal amount of such payment to be received by such Lender. Each
such partial prepayment of the Loans shall be in an integral multiple of
$1,000,000 (or, if the aggregate outstanding principal amount of Loans is less
than $1,000,000, the full amount thereof) and, to the extent requested by the
Agent, shall be accompanied by the payment of all charges outstanding on all
Loans and of accrued interest on the principal repaid to the date of payment.
Unless otherwise requested by the Borrower, the principal payments so received
shall be applied first to the principal of Base Rate Loans and then to the
principal of LIBOR Rate Loans. 
Notwithstanding anything contained herein to the contrary, the Borrower
may make a full or partial prepayment of a LIBOR Rate Loan on a date other than
the last day of the Interest Period relating thereto, if all such optional
prepayments (in whole or in part) on such Loans shall be accompanied by, and
the Borrower hereby promises to pay, a prepayment fee in an amount determined
by the Agent in the following manner:


 


(a)                                  Fixed
Rate Prepayment Fee.  Borrower
acknowledges that prepayment or acceleration of a LIBOR Rate Loan during an
Interest Period shall result in the Lenders incurring additional costs,
expenses and/or liabilities and that it is extremely difficult and impractical
to ascertain the extent of such costs, expenses and/or liabilities.  (For all purposes of this Section, any Loan
not being made as a LIBOR Rate Loan in accordance with the Loan Request
therefor, as a result of Borrower’s cancellation thereof, shall be treated as
if such LIBOR Rate Loan had been prepaid.) 
Therefore, on the date a LIBOR Rate Loan is prepaid or the date all sums
payable hereunder become due and payable, by acceleration or otherwise
(“Prepayment Date”), Borrower will pay to Agent, for the account of each Lender
(in addition to all other sums then owing), an amount (“Fixed Rate Prepayment
Fee”) determined by the Agent as follows: The current rate for United States
Treasury securities (bills on a discounted basis shall be converted to a bond
equivalent) with a maturity date closest to the end of the Interest Period as
to which prepayment is made, shall be subtracted from the interest rate
applicable to the LIBOR Rate Loan being


 


31

















 


prepaid.  If the result is zero or a negative number,
there shall be no Fixed Rate Prepayment Fee. 
If the result is a positive number, then the resulting percentage shall
be multiplied by the amount of the LIBOR Rate Loan being prepaid.  The resulting amount shall be divided by 360
and multiplied by the number of days remaining in the Interest Period as to
which the prepayment is being made. The resulting amount shall be the Fixed
Rate Prepayment Fee.


 


(b)                                 Upon
the written notice to Borrower from Agent, Borrower shall immediately pay to
Agent, for the account of the Lenders, the Fixed Rate Prepayment Fee.  Such written notice (which shall include
calculations in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the parties hereto.


 


(c)                                  Borrower
understands, agrees and acknowledges the following:  (i) no Lender has any obligation to purchase, sell and/or
match funds in connection with the use of the LIBOR Rate as a basis for
calculating the rate of interest on a LIBOR Rate Loan; (ii) the LIBOR Rate
is used merely as a reference in determining such rate; and (iii) Borrower
has accepted the LIBOR Rate  as a
reasonable and fair basis for calculating such rate and a Fixed Rate Prepayment
Fee.  Borrower further agrees to pay the
Fixed Rate Prepayment Fee, if any, whether or not a Lender elects to purchase,
sell and/or match funds.


 


§4.                                CERTAIN
GENERAL PROVISIONS.


 


§4.1.                       [Intentionally Omitted].


 


§4.2.                       Commitment
Fee.  The Borrower shall pay to
the Agent for the accounts of the Lenders in accordance with their respective
Commitment Percentages a commitment fee calculated at the rates set forth below
per annum on the average daily amount by which the Total Commitment (as it may
have been reduced or increased pursuant to §2.2) exceeds the Outstanding
Obligations (such excess, the “Unused Amount”):


 


	
  Unused Amount

  	
   

  	
  Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  less than 35% of Total
  Commitment

  	
   

  	
  15 basis points

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  35% or more of Total
  Commitment

  	
   

  	
  25 basis points

  	
   

  



 


The commitment fee shall
be payable on the basis of the applicable annual rate quarterly in arrears on
or before the third Business Day of each calendar quarter for the immediately
preceding calendar quarter commencing on the first such date following the date
hereof, with a final payment on the Maturity Date or any earlier date on which
the Commitments shall terminate.  If
Borrower exercises its option to increase the Total Commitment pursuant to
§2.2(a), the commitment fee shall be computed separately for the portions of
the quarter prior to and after the Commitment Increase Date and allocated among
the Lenders based on the Commitment Percentages applicable during each portion
of said quarter.


 


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§4.3.                       Funds
for Payments.


 


(a)                                  All
payments of principal, interest, closing fees, commitment fees and any other
amounts due hereunder (other than as provided in §4.1, §4.5 and §4.6) or under
any of the other Loan Documents, and all prepayments, shall be made to the
Agent, for the respective accounts of the Lenders, at the Agent’s Head Office,
in each case in Dollars in immediately available funds.


 


(b)  All payments by the Borrower hereunder and
under any of the other Loan Documents shall be made without setoff or
counterclaim and free and clear of and without deduction for any taxes, levies,
imposts, duties, charges, fees, deductions, withholdings, compulsory liens,
restrictions or conditions of any nature now or hereafter imposed or levied by
any jurisdiction or any political subdivision thereof or taxing or other
authority therein unless the Borrower is compelled by law to make such
deduction or withholding.  If any such obligation
is imposed upon the Borrower with respect to any amount payable by it hereunder
or under any of the other Loan Documents, the Borrower shall pay to the Agent,
for the account of the Lenders or (as the case may be) the Agent, on the date
on which such amount is due and payable hereunder or under such other Loan
Document, such additional amount in Dollars as shall be necessary to enable the
Lenders or the Agent to receive the same net amount which the Lenders or the
Agent would have received on such due date had no such obligation been imposed
upon the Borrower. The Borrower will deliver promptly to the Agent certificates
or other valid vouchers for all taxes or other charges deducted from or paid
with respect to payments made by the Borrower hereunder or under such other
Loan Document.


 


(c)  In the event that Borrower is obligated to
pay any additional amounts described in clause (b) above in respect of any
Lender’s Loan, such Lender shall make commercially reasonable efforts to change
the jurisdiction of its lending office if, in the reasonable judgment of such
Lender, doing so would eliminate or reduce Borrower’s obligation to pay such
additional amounts and would not be disadvantageous to such Lender.


 


§4.4.                       Computations.  All computations of interest on the
Loans and of other fees to the extent applicable shall be based on a 360-day
year and paid for the actual number of days elapsed. Except as otherwise
provided in the definition of the term “Interest Period” with respect to LIBOR
Rate Loans, whenever a payment hereunder or under any of the other Loan
Documents becomes due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding Business Day, and
interest shall accrue during such extension. The outstanding amount of the
Loans as reflected on the Records from time to time shall (absent manifest
error) be considered correct and binding on the Borrower unless within thirty
(30) Business Days after receipt by the Agent or any of the Lenders from Borrower
of any notice by the Borrower of such outstanding amount, the Agent or such
Lender shall notify the Borrower to the contrary.


 


§4.5.                       Additional
Costs, Etc.  If any change from
and after the date hereof in any present or future applicable law which expression,
as used herein, includes statutes, rules and regulations thereunder and
interpretations thereof by any competent court or by any governmental or other
regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at
any time or from time to time hereafter made


 


33

















 


upon or otherwise issued
to any Lender or the Agent by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall:


 


(a)  subject any Lender or the Agent to any tax,
levy, impost, duty, charge, fee, deduction or withholding of any nature with
respect to this Agreement, the other Loan Documents, such Lender’s Commitment
or the Loans (other than taxes based upon or measured by the income or profits
of such Lender or the Agent), or


 


(b)  materially change the basis of taxation
(except for changes in taxes on income or profits) of payments to any Lender of
the principal of or the interest on any Loans or any other amounts payable to
any Lender under this Agreement or the other Loan Documents, or


 


(c)  impose or increase or render applicable
(other than to the extent specifically provided for elsewhere in this
Agreement) any special deposit, reserve, assessment, liquidity, capital
adequacy or other similar requirements (whether or not having the force of law)
against assets held by, or deposits in or for the account of, or Loans by, or
commitments of an office of any Lender, or


 


(d)  impose on any Lender any other conditions or
requirements with respect to this Agreement, the other Loan Documents, the
Loans, the Commitment, or any class of Loans or commitments of which any of the
Loans or the Commitment forms a part;


 


and the result of any of
the foregoing is


 


(i) to increase
the cost to such Lender of making, funding, issuing, renewing, extending or
maintaining any of the Loans or such Lender’s Commitment, or


 


(ii) to reduce the
amount of principal, interest or other amount payable to such Lender or the
Agent hereunder on account of the Commitments or any of the Loans, or


 


(iii) to require
such Lender or the Agent to make any payment or to forego any interest or other
sum payable hereunder, the amount of which payment or foregone interest or
other sum is calculated by reference to the gross amount of any sum receivable
or deemed received by such Lender or the Agent from the Borrower hereunder,


 


then, and in each such
case, the Borrower will, upon demand made by such Lender or (as the case may
be) the Agent at any time and from time to time and as often as the occasion
therefor may arise, pay to such Lender or the Agent, to the extent permitted by
law, such additional amounts as will be sufficient to compensate such Lender or
the Agent for such additional cost, reduction, payment or foregone interest or
other sum.


 


§4.6.                       Capital
Adequacy.  If any present or
future law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) or the interpretation thereof by a
court or governmental authority with appropriate jurisdiction affects the
amount of capital required or expected to be maintained by banks or bank
holding companies and any Lender or the Agent determines that the amount of
capital required to be maintained by it is increased by or based upon the
existence of the Loans made or deemed to be made pursuant hereto, then such
Lender or the Agent may notify the Borrower of such fact, and the Borrower


 


34

















 


shall pay to such Lender
or the Agent from time to time on demand, as an additional fee payable
hereunder, such amount as such Lender or the Agent shall determine in good
faith and certify in a notice to the Borrower to be an amount that will
adequately compensate such Lender or the Agent in light of these circumstances
for its increased costs of maintaining such capital. Each Lender and the Agent
shall allocate such cost increases among its customers in good faith and on an
equitable basis.


 


§4.7.                       Certificate.  Each Lender shall notify the Borrower and
the Agent of any event occurring after the Effective Date entitling such Lender
to compensation under §4.5 or §4.6 as promptly as practicable. A certificate
setting forth any additional amounts payable pursuant to §§4.5 or 4.6 and a
brief explanation of such amounts which are due, submitted by any Lender or the
Agent to the Borrower, shall be prima facie evidence that such amounts are due
and owing.


 


§4.8.                       Indemnity.  In addition to the other provisions of this
Agreement regarding any such matters, the Borrower agrees to indemnify each
Lender and to hold each Lender harmless from and against any loss or reasonable
cost or expense (including loss of anticipated profits) that such Lender may
sustain or incur as a consequence of (a) a default by the Borrower in payment
of the principal amount of or any interest on any LIBOR Rate Loans as and when
due and payable, including any such loss or expense caused by Borrower’s breach
or other default and arising from interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, (b)
a default by the Borrower in making a borrowing, continuation or conversion
after the Borrower has given (or is deemed to have given) a Loan Request or a
Conversion Request, and (c) the making of any payment of a LIBOR Rate Loan or
the making of any conversion of a LIBOR Rate Loan to a Base Rate Loan on a day
that is not the last day of the applicable Interest Period with respect
thereto, including interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain any such LIBOR Rate Loan (including, but
not limited to, any fees payable under §3.3(a) hereof).


 


§4.9.                       Interest on Overdue Amounts.  Overdue principal and (to the extent
permitted by applicable law) interest on the Loans and all other overdue
amounts payable hereunder or under any of the other Loan Documents, including
amounts owed from and after the occurrence of an Event of Default, shall bear
interest compounded monthly and payable on demand at a rate per annum equal to
four percent (4%) above the Base Rate until such amount shall be paid in full
(after as well as before judgment) .


 


§4.10.                 Inability
to Determine LIBOR Rate.  In the
event, prior to the commencement of any Interest Period relating to any LIBOR
Rate Loan, the Agent shall reasonably determine that adequate and reasonable
methods do not exist for ascertaining the LIBOR Rate that would otherwise
determine the rate of interest to be applicable to any LIBOR Rate Loan during
any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower) to the
Borrower. In such event (a) any Loan Request with respect to LIBOR Rate Loans
shall be automatically withdrawn and shall be deemed a request for Base Rate
Loans, (b) each then outstanding LIBOR Rate Loan will automatically, on the
last day of the then current Interest Period thereof, become a Base Rate Loan,
and (c) the obligations of the Lenders to make LIBOR Rate Loans shall be
suspended until the Agent determines in good faith that the circumstances
giving rise to such suspension no longer exist, whereupon the Agent shall so
notify the Borrower.


 


35

















 


§4.11.                 Illegality.  Notwithstanding any other provisions herein,
if any present or future law, regulation, treaty or directive or any change in
the interpretation or application thereof shall make it unlawful for any Lender
to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice
of such circumstances to the Borrower and the Agent and thereupon (a) the
Commitment of such Lender to make LIBOR Rate Loans or convert Loans of another
Type to LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate
Loans then outstanding shall be converted automatically to Base Rate Loans on
the last day of each Interest Period applicable to such LIBOR Rate Loans or
within such earlier period as may be required by law. The Borrower hereby
agrees promptly to pay to the Agent for the account of such Lender, upon
demand, any additional amounts necessary to compensate such Lender for any
costs incurred by such Lender in making any conversion in accordance with this
§4.11, including any interest or fees payable by such Lender to lenders of
funds obtained by it in order to make or maintain its LIBOR Rate Loans
hereunder. The Base Rate shall remain in effect thereafter unless and until
such Lender shall have determined in good faith (which determination shall be
conclusive and binding upon Borrower) that the aforesaid circumstances no
longer exist, whereupon such Lender shall notify Borrower and Agent and
Borrower may submit a Conversion Request in accordance with the provisions of
§ 2.6 hereof.


 


§4.12.                 Replacement
of Lenders.  If Agent or any of
the Lenders shall make a notice or demand upon the Borrower pursuant to §4.3,
§4.5, §4.6, or §4.11 based on circumstances or laws which are not generally
applicable to the Lenders organized under the laws of the United States or any
State thereof, the Borrower shall have the right to replace such Lender with an
Eligible Assignee selected by the Borrower and approved by the Agent (which
consent shall not be unreasonably withheld or delayed).  In such event the assignment shall take
place as promptly as reasonably practicable on a date set by the Agent at which
time the assigning Lender and the Eligible Assignee shall enter into an
Assignment and Acceptance as contemplated by § 19.1 (and clause (d) thereof
shall not be applicable) and the assigning Lender shall receive from the
Eligible Assignee or the Borrower a sum equal to the outstanding principal
amount of the Loans owed to the assigning Lender together with accrued interest
thereon plus the accrued commitment fee under § 4.2 allocated to the assigning
Lender, and all other amounts due to such Lender, including any amounts
pursuant to this § 4, and the replaced Lender shall be released from all of the
obligations of a Lender hereunder from and after the effective date of its
replacement.


 


36

















 


§5.                                UNENCUMBERED ASSETS; NO LIMITATION ON RECOURSE.


 


§5.1.                       Unencumbered
Assets.


 


(a)                                  The
Borrower represents and warrants that each of the Real Estate Assets listed on
Schedule 1.1 will on the Effective Date satisfy all of the conditions set forth
in the definition of Unencumbered Asset. The Lenders confirm that each of the
Real Estate Assets listed on Schedule 1.1 is, on the Effective Date, accepted as
an Unencumbered Asset. From time to time during the term of this Agreement,
upon the written consent of the Majority Lenders (which consent shall not be
unreasonably withheld or delayed), and subject to the owner of such Real Estate
Asset becoming a Guarantor pursuant to § 5.6, additional Real Estate Assets may
become Unencumbered Assets and certain Real Estate Assets which previously
satisfied the conditions set forth in the definition of Unencumbered Asset may
cease to be Unencumbered Assets by virtue of property dispositions, creation of
Liens or other reasons.  There shall be
attached to each Compliance Certificate delivered pursuant to § 7.4(d) or §
7.13 an updated listing of the Unencumbered Assets relied upon by the Borrower
in computing the Value of All Unencumbered Assets and the Unencumbered Asset
Adjusted Net Operating Income stated in such Compliance Certificate. Compliance
Certificates delivered pursuant to § 2.5(a) or § 2.9(b) may, at Borrower’s
option, include an updated listing of the Unencumbered Assets and shall include
such updated listing whenever a redetermination of  the Value of All Unencumbered Assets based on such an updated
listing would result in a material decrease (from that shown on the most
recently delivered Compliance Certificate) in 
the Value of All Unencumbered Assets by virtue of property dispositions,
creation of Liens or other reasons.


 


(b)                                 The
Agent, at the written direction of the Requisite Lenders and subject to the
provisions of §15 hereof, may from time to time obtain Appraisals of any
Unencumbered Assets, and the Borrower and the Guarantors shall cooperate fully
with the appraiser selected by the Agent to conduct such Appraisals.  In the event that the Borrower obtains an
appraisal of one or more of the Unencumbered Assets other than pursuant to this
subsection, the Borrower shall at its expense deliver a copy of such appraisal
to the 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.”


 


§5.2.                       Waivers
by Requisite Lenders.


 


(i) If any Real
Estate Asset fails to satisfy any of the requirements contained in the
definition of Unencumbered Asset then the applicable Real Estate Asset may
nevertheless be deemed to be an Unencumbered Asset hereunder if the Requisite
Lenders vote to accept such Real Estate Asset as an Unencumbered Asset.


 


(ii)
Notwithstanding the foregoing, Borrower, upon prior  written request to the Agent, shall be permitted a six month
waiver without the consent of the Requisite Lenders of the Occupancy Rate
requirements of the definition of “Unencumbered Asset” for a particular
Unencumbered Asset under the following conditions:


 


(A) there shall be a
termination or expiration of any Lease(s) in a particular Real Estate Asset
resulting in  occupancy below 70% but
greater than 50%,


 


37

















 


(B) during six (6) months
from the date of such expiration(s) or termination(s) Borrower is diligently
attempting to re-establish an  Occupancy
Rate of at least 70% ,


 


(C) the Value of All
Unencumbered Assets is at least $650 Million at the time of the waiver request,
and


 


(D) Unencumbered Assets
which fail to meet the Occupancy Rate requirements of the definition of “Unencumbered
Asset” shall have an aggregate Unencumbered Asset Value no greater than 10% of
the Value of All Unencumbered Assets.


 


§5.3.                       Rejection of Unencumbered Assets.  If at any time the Agent determines that any
Real Estate Asset listed as an Unencumbered Asset by the Borrower does not
satisfy all of the requirements of the definition of Unencumbered Asset (to the
extent not waived by the Requisite Lenders pursuant to §5.2(i) or by the Agent
pursuant to §5.2(ii)) it shall reject an Unencumbered Asset by notice to the
Borrower, and the Borrower shall revise the applicable Compliance Certificate
to reflect the resulting change in the Value of All Unencumbered Assets and the
Unencumbered Asset Adjusted Net Operating Income.


 


§5.4.                       Change
in Circumstances.  If at any
time during the term of this Agreement Borrower becomes aware that any of the
representations contained in §6 are no longer accurate with respect to any
Unencumbered Asset, it will promptly so notify the Agent and either request a
waiver pursuant to §5.2 or confirm that such Real Estate Asset is no longer an
Unencumbered Asset.  If any waiver so
requested is not granted by the Requisite Lenders or the Agent, as applicable,
within ten (10) Business Days the Agent shall reject the applicable Unencumbered
Asset pursuant to §5.3.


 


§5.5.                       No
Limitation on Recourse.  The
Obligations are full recourse obligations of the Borrower and of the
Guarantors, and all of their respective Real Estate Assets and other properties
shall be available for the indefeasible payment in full in cash and performance
of the Obligations.


 


§5.6.                       Additional Guarantor Subsidiaries.  (a) 
If Borrower desires that a Real Estate Asset owned by a Related Company
which is not previously a Guarantor become an Unencumbered Asset, then as a
condition thereto the applicable Related Company (x) shall be a direct or
indirect Subsidiary of  Borrower or any
Guarantor, and (y) shall become a Guarantor by delivery to the Agent of the
following, all in form and substance reasonably satisfactory to the Agent: (i)
a supplement to this Agreement executed and delivered by the such proposed
Guarantor assenting to be bound by all the terms of the Loan Documents as a
Guarantor, and (ii) good standing certificates, general partner certificates,
secretary certificates, opinions of counsel and such other documents as may be
reasonably requested by the Agent.  The
Agent shall promptly provide copies of said documents to the Lenders.


 


(b)  Borrower
may transfer title to any Unencumbered Asset owned by Borrower to a single
purpose limited liability company wholly-owned by Borrower provided that such
limited liability company (x)
delivers to Agent the items described in clauses (i) and (ii) of the
preceding clause (a), all in form and substance reasonably satisfactory to
Agent  and
(y) becomes a Guarantor hereunder.


 


38

















 


§6.                                REPRESENTATIONS AND WARRANTIES.  The Borrower and the Guarantors jointly and
severally represent and warrant to the Agent and each of the Lenders as
follows:


 


§6.1.                       Authority;
Etc.


 


(a)  Organization;
Good Standing. The Company (i) is a Maryland corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland,
(ii) has all requisite power to own its properties and conduct its business as
now conducted and as presently contemplated, and (iii) to the extent required
by law is in good standing as a foreign entity and is duly authorized to do
business in the States in which the Unencumbered Assets are located and in each
other jurisdiction where such qualification is necessary except where a failure
to be so qualified in such other jurisdiction would not have a Material Adverse
Effect.  The Borrower is a Delaware
limited partnership, and each of the Borrower and each Guarantor is duly
organized, validly existing and in good standing under the laws of the State of
its formation, has all requisite power to own its properties and conduct its
business as presently contemplated and is duly authorized to do business in the
States in which the Unencumbered Assets owned by it are located and in each
other jurisdiction where such qualification is necessary except where a failure
to be so qualified in such other jurisdiction would not have a Material Adverse
Effect.


 


(b)  Authorization.  The execution, delivery and performance of
this Agreement and the other Loan Documents to which the Borrower is or is to
become a party and the transactions contemplated hereby and thereby (i) are
within the authority of the Borrower, (ii) have been duly authorized by all
necessary proceedings on the part of the Borrower and the Company as general
partner of Borrower, (iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which the
Borrower or the Company is subject or any judgment, order, writ, injunction,
license or permit applicable to the Borrower or the Company and (iv) do not
conflict with any provision of the Borrower’s partnership agreement or
Company’s charter documents or bylaws, or any agreement (except agreements as
to which such a conflict would not result in a Material Adverse Effect) or
other instrument binding upon, the Borrower or the Company or to which any of
their properties are subject. The execution, delivery and performance of the
Loan Documents to which any Guarantor is or is to become a party and the
transactions contemplated hereby and thereby (i) are within the authority of
such Guarantor, (ii) have been duly authorized by all necessary proceedings on the
part of such Guarantor, (iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which
such Guarantor is subject or any judgment, order, writ, injunction, license or
permit applicable to such Guarantor and (iv) do not conflict with any provision
of such Guarantor’s charter documents or bylaws, partnership agreement,
declaration of trust, or any agreement (except agreements as to which such a
conflict would not result in a Material Adverse Effect) or other instrument
binding upon such Guarantor or to which any of such Guarantor’s properties are
subject.


 


(c)  Enforceability.  The execution and delivery of this Agreement
and the other Loan Documents to which the Borrower is or is to become a party
will result in valid and legally binding obligations of the Borrower
enforceable against it in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and except to the extent that
availability of the remedy of


 


39

















 


specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought. The execution and delivery of the Loan
Documents to which any Guarantor is or is to become a party will result in
valid and legally binding obligations of such Guarantor enforceable against
such Guarantor in accordance with the respective terms and provisions hereof
and thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.


 


§6.2.                       Governmental
Approvals.  The execution,
delivery and performance by the Borrower and each Guarantor of this Agreement
and the other Loan Documents to which the Borrower or such Guarantor is or is
to become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.


 


§6.3.                       Title
to Properties.


 


(a) Either the Borrower or a Guarantor holds good and
marketable fee simple title to, or holds a marketable leasehold interest
pursuant to a Ground Lease of,  the
Unencumbered Assets, subject to no Liens except for the Permitted Liens.


 


(b)  Except as
indicated on Schedule 6.3 hereto, the Borrower or a Subsidiary holds good and
marketable fee simple title to, or holds a marketable leasehold interest
pursuant to a Ground Lease of,  all of
the properties reflected in the balance sheet of the Borrower as at the Balance
Sheet Date or acquired since that date (except properties sold or otherwise
disposed of in the ordinary course of business since that date).


 


§6.4.                       Financial
Statements.  The following
financial statements have been furnished to the Agent.


 


(a)  A balance
sheet of the Company as of the Balance Sheet Date, and a statement of
operations and statement of cash flows of the Company for the fiscal year then
ended, a balance sheet of the Borrower as of the Balance Sheet Date, and a
statement of operations and statement of cash flows of the Borrower for the
fiscal year then ended, all accompanied by an auditor’s report prepared without
qualification by Ernst & Young. 
Such balance sheets and statements of operations and of cash flows have
been prepared in accordance with Generally Accepted Accounting Principles and
fairly present the financial condition of the Borrower and the Company,
respectively as at the close of business on the date thereof and the results of
operations and cash flows for the fiscal year then ended. There are no
contingent liabilities of the Borrower or the Company, respectively, as of such
date involving material amounts, known to the officers of the Company not
disclosed in said balance sheet and the related notes thereto.


 


(b)  A balance
sheet and a statement of operations and statement of cash flows of the Company
and a balance sheet and a statement of operations and statement of cash flows
of the Borrower for each of the fiscal quarters of the Company ended since the
Balance Sheet Date


 


40

















 


but prior to the
Effective Date for which the Company has filed form 10-Q with the SEC, which
the Company’s Responsible Officer certifies has been prepared in accordance
with Generally Accepted Accounting Principles consistent with those used in the
preparation of the annual audited statements delivered pursuant to paragraph
(a) above and fairly represents the financial condition of the Company and the
Borrower, respectively, as at the close of business on the dates thereof and
the results of operations and of cash flows for the fiscal quarters then ended
(subject to year-end adjustments). There are no contingent liabilities of the
Borrower or the Company as of such dates involving material amounts, known to
the officers of the Company, not disclosed in such balance sheets and the
related notes thereto.


 


(c)  A
statement prepared by the Borrower which sets forth the total Net Operating
Income of the Unencumbered Assets for the fiscal quarter of the Borrower ended
on the Balance Sheet Date.


 


§6.5.                       No
Material Changes, Etc.  Since
the Balance Sheet Date, there has occurred no material adverse change in the
financial condition or assets or business of the Borrower or the Company as
shown on or reflected in the balance sheet of the Borrower and the Company as
of the Balance Sheet Date, or the statement of income for the fiscal year then
ended, other than changes in the ordinary course of business that have not had
any Material Adverse Effect either individually or in the aggregate.


 


§6.6.                       Franchises, Patents, Copyrights, Etc.  The Borrower and each Guarantor possesses
all franchises, patents, copyrights, trademarks, trade names, licenses and
permits, and rights in respect of the foregoing, adequate for the conduct of
its business substantially as now conducted without known conflict with any
rights of others, except to the extent the Borrower’s or such Guarantor’s
failure to possess the same does not have a Material Adverse Effect.


 


§6.7.                       Litigation.  Except as listed and described on Schedule
6.7 hereto, there are no actions, suits, proceedings or investigations of any
kind pending or, to Borrower’s knowledge, threatened against the Borrower, any
Guarantor or any of the Related Companies before any court, tribunal or
administrative agency or board that, if adversely determined, might, either in
any case or in the aggregate, have a Material Adverse Effect or materially
impair the right of the Borrower, any Guarantor or any of the Related Companies
to carry on business substantially as now conducted by it, or which question
the validity of this Agreement or any of the other Loan Documents, any action
taken or to be taken pursuant hereto or thereto, or which would result in a
Lien (other than a Permitted Lien) on any Unencumbered Asset which might have a
Material Adverse Effect, or which will materially adversely affect the ability
of the Borrower or any Guarantor to pay and perform the Obligations in the
manner contemplated by this Agreement and the other Loan Documents.


 


§6.8.                       No Materially Adverse Contracts, Etc.  Neither the Borrower nor the Company nor any
other Guarantor is subject to any charter, trust or other legal restriction, or
any judgment, decree, order, rule or regulation that has or is expected in the
future to have a Material Adverse Effect. 
Neither the Borrower nor the Company is a party to any contract or
agreement that has or is expected, in the judgment of the Company’s officers,
to have any Material Adverse Effect.


 


§6.9.                       Compliance With Other Instruments,
Laws, Etc.  Neither the
Borrower nor the


 


41

















 


Company nor any other
Guarantor is in violation of any provision of the Borrower’s partnership
agreement or of the Company’s or other Guarantor’s charter documents, by-laws,
or any agreement or instrument to which it may be subject or by which it or any
of its properties may be bound or any decree, order, judgment, statute,
license, rule or regulation, in any of the foregoing cases in a manner that
could result in the imposition of substantial penalties or have a Material
Adverse Effect.


 


§6.10.                 Tax Status.  Each of the Borrower and the Company and
each other Guarantor (a) has made or filed all federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to
which it is subject, and (b) has paid all taxes and other governmental
assessments and charges shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and by appropriate
proceedings. There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction, and the officers of the Company
know of no basis for any such claim.


 


§6.11.                 Event of
Default.  No Default or Event of
Default has occurred and is continuing.


 


§6.12.                 Investment
Company Act.  Neither the
Borrower nor the Company nor any other Guarantor is an “investment company”, or
an “affiliated company” or a “principal underwriter” of an “investment
company”, as such terms are defined in the Investment Company Act of 1940.


 


§6.13.                 Absence
of Financing Statements, Etc. 
There is no financing statement, security agreement, chattel mortgage,
real estate mortgage, equipment lease, financing lease, option, encumbrance or
other document existing, filed or recorded with any filing records, registry,
or other public office, that purports to cover, affect or give notice of any
present or possible future lien or encumbrance on, or security interest in, any
Unencumbered Asset, except Permitted Liens.


 


§6.14.                 Status
of the Company.  The Company (i)
is a real estate investment trust as defined in Section 856 of the Code (or any
successor provision thereto), (ii) has not revoked its election to be a real
estate investment trust, (iii) has not engaged in any “prohibited transactions”
as defined in Section 856(b)(6)(iii) of the Code (or any successor provision
thereto), and (iv) for its current “tax year” (as defined in the Code) is, and
for all prior tax years subsequent to its election to be a real estate
investment trust has been, entitled to a dividends paid deduction which meets
the requirements of Section 857 of the Internal Revenue Code.  The common stock of the Company is listed
for trading on the New York Stock Exchange.


 


§6.15.                 Certain
Transactions.  Except as set
forth on Schedule 6.15 hereto, none of the officers or employees of the
Borrower or any Guarantor is presently a party to any transaction with the
Borrower or any Guarantor (other than for services as employees, officers and
trustees) , including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any
officer, trustee or such employee or, to the knowledge of the Borrower and the
Company, any corporation, partnership, trust or other entity in which any
officer, trustee or any such employee or natural Person related to such
officer, trustee or employee or other Person in which such officer, trustee or
employee has a direct or indirect beneficial interest has a substantial
interest or is an officer or trustee.


 


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§6.16.                 Benefit Plans: Multiemployer Plans:
Guaranteed Pension Plans. 
As of the date hereof, neither the Borrower or any Guarantor nor any
ERISA Affiliate maintains or contributes to any Employee Benefit Plan,
Multiemployer Plan or Guaranteed Pension Plan, except as may be set forth on
Schedule 6.16. To the extent that Borrower or any Guarantor or any ERISA
Affiliate hereafter maintains or contributes to any Employee Benefit Plan or
Guaranteed Pension Plan, it shall at all times do so in compliance with §7.17
hereof. None of the assets of the Borrower or any of the Guarantors is “plan
assets” of any Employee Benefit Plan for purposes of Title I of ERISA.


 


§6.17.                 Regulations
U and X.  No portion of any Loan
is to be used for the purpose of purchasing or carrying any “margin security”
or “margin stock” as such terms are used in Regulations U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.


 


§6.18.                 Environmental
Compliance.  Except as disclosed
in Schedule 6.18  hereto, to the best knowledge of the Borrower:


 


(a)                                  The
Borrower, the Guarantors and the Related Companies are in compliance with all
Environmental Laws pertaining to any hazardous waste, as defined by 42 U.S.C.
§9601(5), any Hazardous Materials as defined by 42 U.S.C. §9601(14), any
pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic
substances, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws (“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
Borrower, the Guarantors or the Related Companies is included or proposed for
inclusion on the National Priorities List issued pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 as amended
(“CERCLA”), or on the Comprehensive Environmental Response Compensation and
Liability Information System maintained by the United States Environmental
Protection Agency (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
Borrower, the Guarantors and the Related Companies 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
Real Estate Assets or any other real property owned or occupied by the
Borrower, any Guarantor or any Related Company, except (i) for use and storage
for use of reasonable amounts of ordinary supplies and other substances
customarily used in the operation of commercial office buildings; provided,
however,  that
such use and/or storage for use is in substantial compliance with applicable
Environmental Law, or (ii) where such action is not reasonably expected to have
a Material Adverse Effect.


 


(c)                                  No
actions, suits, or proceedings have been commenced, are pending or, to the
actual knowledge of the Borrower, are threatened in writing with respect to any
Environmental Law governing the use, manufacture, storage, treatment, Release,
disposal, transportation, or processing of Hazardous Materials with respect to
any Real Estate Asset or any


 


43

















 


part thereof which could
have a Material Adverse Effect. The Borrower, the Guarantors and the Related
Companies 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
Environmental Law pertaining to Hazardous Materials on, in, under or
originating from any Real Estate Asset or any part thereof or any other real
property owned or occupied by the Borrower or any Guarantor or arising out of
the conduct of any Borrower or any Guarantor, including claims for the presence
of Hazardous Materials at any other property, which in any case is reasonably
expected to have a Material Adverse Effect.


 


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


 


§6.19.                 Subsidiaries
and Affiliates.  The Borrower
has no Subsidiaries except for the Related Companies listed on Schedule 1.3 and
does not have an ownership interest in any entity whose financial statements
are not consolidated with the Borrower’s except for the Unconsolidated Entities
listed on Schedule 1.3.  Except as set
forth on Schedule 6.19: (a) the Company is not a partner in any partnership
other than Borrower and is not a member of any limited liability company and
(b) the Company owns no material assets other than its partnership interest in
Borrower.


 


§6.20.                 Loan
Documents.  All of the representations
and warranties of the Borrower or any Guarantor made in the other Loan
Documents or any document or instrument delivered or to be delivered to the
Agent or the Lenders pursuant to or in connection with any of such Loan
Documents are true and correct in all material respects.


 


§6.21.                 Buildings on the Unencumbered
Assets.  Except as set forth on
Schedule 6.21, to the best of Borrower’s knowledge there are no material
defects in the roof, foundation, structural elements and masonry walls of the
Buildings on the Unencumbered Assets or their heating, ventilating and air
conditioning, electrical, sprinkler, plumbing or other mechanical systems which
would materially decrease the value of such Unencumbered Asset.


 


§6.22.  Indebtedness. 
The Borrower and the Guarantors have no Indebtedness except (a) as set
forth on Schedule 6.22 hereto and (b) as otherwise permitted by this
Agreement.  Schedule 6.22 hereto
accurately sets forth the outstanding principal amounts and the maturity dates
of all Indebtedness for borrowed money of the Borrower and the Guarantors and
certain of the Related Companies and identifies the holders of the obligations
thereunder as of the Effective Date.


 


§7.                                AFFIRMATIVE COVENANTS OF THE BORROWER.  Borrower covenants and agrees as follows, so
long as any Loan or Note is outstanding or the Lenders have any obligations to
make Loans:


 


§7.1.                       Punctual
Payment.  The Borrower will
unconditionally duly and punctually pay the principal and interest on the Loans
and all other amounts provided for in the Notes, this Agreement, and the other
Loan Documents all in accordance with the terms of the Notes, this


 


44

















 


Agreement and the other
Loan Documents.


 


§7.2.                       Maintenance
of Office.  The Borrower will
maintain its chief executive office in New York, New York or at such other
place in the United States Of America as the Borrower shall designate upon
written notice to the Agent to be delivered within fifteen (15) days of such
change, where notices, presentations and demands to or upon the Borrower in
respect of the Loan Documents may be given or made.


 


§7.3.                       Records
and Accounts.  The Borrower
will, and will cause its Subsidiaries to, keep true and accurate records and
books of account in which full, true and correct entries will be made in
accordance with Generally Accepted Accounting Principles.


 


§7.4.                       Financial Statements, Certificates
and Information.  The Borrower
will deliver to each of the Lenders:


 


(a)  as soon as
practicable, but in any event not later than ninety (90) days after the end of
each fiscal year of the Borrower, the audited balance sheets of the Borrower
and of the Company at the end of such year, and the related audited statements
of operations and statements of cash flows for such year, each setting forth in
comparative form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance with Generally
Accepted Accounting Principles on a consolidated basis including the Borrower and
the Related Companies, and accompanied by an auditor’s report prepared without
qualification by Ernst & Young or by another “Big Four” accounting firm,
or, subject to Agent’s approval granted or denied in its sole and absolute
discretion, another certified public accounting firm of recognized national
standing;


 


(b)  as soon as
practicable, but in any event not later than forty-five (45) days after the end
of each of the first three (3) fiscal quarters of the Borrower, copies of the
unaudited balance sheets of the Borrower and of the Company as at the end of
such quarter, and the related unaudited statements of operations for the
portion of the Borrower’s fiscal year then elapsed, all in reasonable detail
and prepared in accordance with Generally Accepted Accounting Principles,
together with a certification by the principal financial or accounting officer
of the Company that the information contained in such financial statements
fairly presents the financial position of the Borrower and of the Company on the
date thereof (subject to year-end adjustments); provided, however, that for so
long as the Borrower and the Company are filing form 10-Q with the SEC, the
delivery of a copy thereof pursuant to paragraph (e) of this §7.4 shall be
deemed to satisfy this paragraph (b);


 


(c)  as soon as
practicable, but in any event not later than forty-five (45) days after the end
of each of each of the first three (3) fiscal quarters and not later than
ninety (90) days after the end of the last fiscal quarter of each fiscal year
of the Borrower, copies of a statement of the Net Operating Income for such
fiscal quarter for the Unencumbered Assets, prepared on a basis consistent with
the statements furnished pursuant to §6.4(c), and certified by a Responsible
Officer of the Company and, at the time of the annual financial statements
referred to in subsection (a) above, and at the time of quarterly financial
statements referred to in subsection (b) above if requested by the Agent, a
consolidating statement setting forth the Net Operating Income for such fiscal
quarter for each Unencumbered Asset listed by address;


 


45

















 


(d) 
simultaneously with the delivery of the financial statements referred to
in subsections (a) and (b) above, a statement in the form of Exhibit C hereto
signed by a Responsible Officer of the Company (on behalf of the Borrower) and
setting forth in reasonable detail computations evidencing compliance with the
covenants contained herein and (if applicable) reconciliations to reflect
changes in Generally Accepted Accounting Principles since the Balance Sheet
Date;


 


(e)  as soon as
practicable, but in any event not later than ninety (90) days after the end of
each fiscal year of the Company, copies of the Form 10-K statement filed with
the Securities and Exchange Commission (“SEC”) for such fiscal year, and as
soon as practicable, but in any event not later than forty-five (45) days after
the end of each fiscal quarter, copies of the Form 10-Q statement filed with the
SEC for such fiscal quarter, provided that in either case if the SEC has
granted an extension for the filing of such statements, Borrower shall deliver
such statements to the Agent simultaneously with the filing thereof with the
SEC;


 


(f)  promptly
following the filing or mailing thereof, copies of all other material of a
financial nature filed with the SEC or sent to the shareholders of the Company
or to the limited partners of the Borrower and copies of all corporate press
releases promptly upon the issuance thereof;


 


(g)  from time
to time such other financial data and information as the Agent may reasonably
request including, without limitation, financial statements of any
Unconsolidated Entities;


 


(h) from time to time such environmental assessment
reports as to the Unencumbered Assets as the Agent may reasonably request.


 


§7.5.                       Notices  .


 


(a) 
Defaults.  The Borrower will
promptly notify the Agent in writing (and the Agent shall immediately
thereafter notify the Lenders) of the occurrence of any Default or Event of
Default. If any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting a Default or an Event
of Default) under any note, evidence of Indebtedness, indenture or other
obligation to which or with respect to which the Borrower, Guarantor or any of
the Related Companies is a party or obligor, whether as principal or surety,
and if the principal amount thereof exceeds $5,000,000, and such default would
permit the holder of such note or obligation or other evidence of Indebtedness
to accelerate the maturity thereof, the Borrower shall forthwith give written
notice thereof to the Agent and each of the Lenders, describing the notice or
action and the nature of the claimed default.


 


(b)  Environmental
Events.  The Borrower will promptly
notify the Agent in writing (and the Agent shall promptly thereafter notify the
Lenders) of any of the following events: (i) upon Borrower’s obtaining
knowledge of any violation of any Environmental Law regarding an Unencumbered
Asset or any Real Estate or Borrower’s operations which violation could have a
Material Adverse Effect; (ii) upon Borrower’s obtaining knowledge of any
potential or known Release, or threat of Release, of any Hazardous Material at,
from, or into an Unencumbered Asset or any Real Estate which it reports in
writing or is reportable by it in


 


46

















 


writing to any
governmental authority and which is material in amount or nature or which could
materially affect the value of such Unencumbered Asset or which could have a
Material Adverse Effect; (iii) upon Borrower’s receipt of any notice of
violation of any Environmental Laws or of any Release or threatened Release of
Hazardous Materials, including a notice or claim of liability or potential
responsibility from any third party (including without limitation any federal,
state or local governmental officials) and including notice of any formal
inquiry, proceeding, demand, investigation or other action with regard to (A)
Borrower’s or any Person’s operation of an Unencumbered Asset or any Real
Estate if the same would have a Material Adverse Effect, (B) contamination on,
from or into an Unencumbered Asset or any Real Estate if the same would have a
Material Adverse Effect, or (C) investigation or remediation of off-site
locations at which Borrower or any of its predecessors are alleged to have
directly or indirectly disposed of Hazardous Materials; or (iv) upon Borrower’s
obtaining knowledge that any expense or loss has been incurred by such
governmental authority in connection with the assessment, containment, removal
or remediation of any Hazardous Materials with respect to which Borrower,
Guarantor or any of the Related Companies may be liable or for which a lien may
be imposed on an Unencumbered Asset.


 


(c) 
Notification of Liens Against Unencumbered Assets or Other Material
Claims.  The Borrower will, promptly
upon becoming aware thereof, notify the Agent in writing (and the Agent shall
promptly thereafter notify the Lenders) of any Liens (except Permitted Liens)
placed upon or attaching to any Unencumbered Assets or of any other setoff,
claims (including environmental claims), withholdings or other defenses which
in either case could have a Material Adverse Effect.


 


(d)  Notice of
Litigation and Judgments.  The Borrower
will give notice to the Agent in writing (and the Agent shall promptly
thereafter notify the Lenders) within fifteen (15) days of becoming aware of
any litigation or proceedings threatened in writing or any pending litigation
and proceedings affecting any of the Unencumbered Assets or affecting the
Borrower, any Guarantor or any of the Related Companies or to which the
Borrower, any Guarantor or any of the Related Companies is or is to become a
party involving an uninsured claim (or as to which the insurer reserves rights)
against the Borrower, any Guarantor or any of the Related Companies that at the
time of giving of notice could reasonably be expected to have a Material
Adverse Effect, and stating the nature and status of such litigation or
proceedings. The Borrower will give notice to the Agent, in writing, in form
and detail satisfactory to the Agent, within ten (10) days of any judgment not
covered by insurance, final or otherwise, against the Borrower in an amount in
excess of $5,000,000.


 


(e)  Notice of
Rating Changes.  The Borrower will
promptly notify the Agent in writing (and the Agent shall promptly thereafter
notify the Lenders) of the occurrence of any change in the Moody’s Rating, in
the S&P Rating, or in the Fitch Rating.


 


§7.6.                       Existence; Maintenance of REIT
Status; Maintenance of Properties . 
The Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its status as a “qualified real estate
investment trust” under §856 of the Code and the existence of Borrower as a
Delaware limited partnership.  The
common shares of beneficial interest of the Company will at all times be listed
for trading on either the New York Stock Exchange or one of the other major
stock exchanges.  The Borrower will do
or cause to be done


 


47

















 


all things necessary to
preserve and keep in full force all of its rights and franchises which in the
judgment of the Borrower may be necessary to properly and advantageously
conduct the businesses being conducted by it, the Company, any of the
Guarantors or any of the Related Companies. The Borrower (a) will cause all of
the properties used or useful in the conduct of the business of Borrower, the
Company, any of the Guarantors or any of the Related Companies to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment, (b) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, and (c)
will continue to engage primarily in the businesses now conducted by it and in
related businesses.


 


§7.7.                       Insurance.  With respect to the Real Estate Assets and
other properties and businesses of Borrower, the Guarantors and the Related
Companies, the Borrower will maintain or cause to be maintained insurance with
financially sound and reputable insurers against such casualties and
contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in amounts,
containing such terms, in such forms and for such periods as may be reasonable
and prudent, and will timely pay or cause to be paid all premiums thereon.  With respect to the Unencumbered Assets,
such insurance will include all risk casualty insurance for the replacement
cost of all Buildings including loss of rents for twelve (12) months and, to
the extent such Unencumbered Assets are located in a flood zone or plain, flood
insurance and, to the extent the Company reasonably determines that the same is
commercially reasonably available, terrorism insurance at levels comparable to
those carried by prudent owners of similar real estate assets in similar
geographical areas.  Commercial general
liability insurance shall include an excess liability policy with limits of at
least $50,000,000.


 


§7.8.                       Taxes.  The Borrower will pay or will cause to be
paid real estate taxes, other taxes, assessments and other governmental charges
against the Real Estate Assets before the same become delinquent, and will duly
pay and discharge, or cause to be paid and discharged, before the same shall
become overdue, all taxes, assessments and other governmental charges imposed
upon it and its other properties, sales and activities, or any part thereof, or
upon the income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a lien or charge upon
any of its properties; provided that any such tax, assessment, charge, levy or
claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower shall
have set aside on its books adequate reserves with respect thereto; and
provided further that the Borrower will pay all such taxes, assessments, charges,
levies or claims forthwith upon the commencement of proceedings to foreclose
any lien that may have attached as security therefor.


 


§7.9.                       Inspection of Properties and Books.  The Borrower shall permit the Lenders,
through the Agent or any of the Lenders’ other designated representatives, to
visit and inspect any of the Unencumbered Assets, to examine the books of
account of the Borrower, the Company, the other Guarantors and the Related
Companies (and to make copies thereof and extracts therefrom) and to discuss
the affairs, finances and accounts of the Borrower with, and to be advised as
to the same by, its officers, all at such reasonable times and intervals as the
Agent or any Lender may reasonably request.


 


48

















 


§7.10.                 Compliance
with Laws, Contracts, Licenses, and Permits.  The Borrower and the Company will comply,
and will cause each Guarantor and all Related Companies to comply, with (a) all
applicable laws and regulations now or hereafter in effect wherever its
business is conducted, including all Environmental Laws, (b) the provisions of
all applicable partnership agreements, charter documents and by-laws, (c) all
agreements and instruments to which it is a party or by which it or any of its
Real Estate Assets may be bound including Ground Leases, and (d) all applicable
decrees, orders, and judgments except (with respect to (a) through (d) above)
to the extent such non-compliance would not have a Material Adverse Effect. If
at any time any permit or authorization from any governmental Person shall
become necessary or required in order that the Borrower or any Guarantor may
fulfill or be in compliance with any of its obligations hereunder or under any
of the Loan Documents, the Borrower will immediately take or cause to be taken
all reasonable steps within the power of the Borrower to obtain such
authorization, consent, approval, permit or license and furnish the Agent and
the Lenders with evidence thereof.


 


§7.11.                 Use of
Proceeds.  Subject to the
provisions of §2.5 hereof, the proceeds of the Loans shall be used by the
Borrower for repayment of other Indebtedness, for acquisitions of class B (or
better) office properties in the greater New York City area, for capital
improvements, and for working capital and other purposes consistent with the
covenants contained herein.


 


§7.12.                 [Intentionally Omitted].


 


§7.13.                 Notices of Significant Transactions.  The Borrower will notify the Agent in
writing prior to the closing of any of the following transactions pursuant to a
single transaction or a series of related transactions:


 


(a) The sale or transfer of one or more Real Estate
Assets for an aggregate sales price or other consideration of $25,000,000 or
more.


 


(b) The sale or transfer of the ownership interest of
Borrower or any of the Related Companies in any of the Related Companies or the
Unconsolidated Entities if the aggregate consideration received by the Borrower
or the Related Companies in connection with such transaction exceeds
$15,000,000.


 


Each notice given
pursuant to this §7.13 shall be accompanied by a Compliance Certificate
including an updated list of Unencumbered Assets and demonstrating in
reasonable detail compliance, after giving effect to the proposed transaction,
with the covenants contained in §9.1 through §9.8.


 


§7.14.                 Further Assurance.  The Borrower and the Guarantors will cooperate with the Agent and
the Lenders and execute such further instruments and documents and perform such
further acts as the Agent and the Lenders shall reasonably request to carry out
the transactions contemplated by this Agreement and the other Loan Documents.


 


§7.15.                 Environmental
Indemnification.  The Borrower
and the Guarantors jointly and severally covenant and agree that they will
indemnify and hold the Agent and each Lender harmless from and against any and
all claims, expense, damage, loss or liability incurred by the Agent or any
Lender (including all reasonable costs of legal representation incurred by the
Agent


 


49

















 


or any Lender, but
excluding, as applicable, for the Agent or a Lender any claim, expense, damage,
loss or liability as a result of the gross negligence or willful misconduct of
the Agent or such Lender) relating to (a) any Release or threatened Release of
Hazardous Materials on any Unencumbered Asset or any Real Estate; (b) any
violation of any Environmental Laws with respect to conditions at any
Unencumbered Asset or any Real Estate or the operations conducted thereon; or
(c) the investigation or remediation of off-site locations at which the
Borrower or its predecessors are alleged to have directly or indirectly
disposed of Hazardous Materials. It is expressly acknowledged by the Borrower
and the Guarantors that this covenant of indemnification shall survive the
payment of the Loans and shall inure to the benefit of the Agent and the
Lenders, and their successors and assigns.


 


§7.16.                 Response
Actions.  The Borrower and the
Guarantors jointly and severally covenant and agree that if any Release or disposal
of Hazardous Materials shall occur or shall have occurred on any Unencumbered
Asset or any other Real Estate if the same would have a Material Adverse
Effect, the Borrower will cause the prompt containment and removal of such
Hazardous Materials and remediation of such Unencumbered Asset or Real Estate
as necessary to comply with all Environmental Laws or to preserve the value of
such Unencumbered Asset or Real Estate to the extent necessary to avoid a
Material Adverse Effect.


 


§7.17.                 Employee
Benefit Plans.


 


(a) 
Representation.  The Borrower,
the Guarantors and their ERISA Affiliates do not currently maintain or
contribute to any Employee Benefit Plan, Guaranteed Pension Plan or Multiemployer
Plan, except as set forth on Schedule 6.16.


 


(b) 
Notice.  The Borrower will obtain
the consent of the Agent prior to the establishment of any Employee Benefit
Plan or Guaranteed Pension Plan not listed on Schedule 6.16 by the Borrower,
any Guarantor or any ERISA Affiliate.


 


(c)  In
General.  Each Employee Benefit Plan
maintained by the Borrower, any Guarantor or any ERISA Affiliate will be
operated in compliance in all material respects with the provisions of ERISA
and, to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions.


 


(d) 
Terminability of Welfare Plans. 
With respect to each Employee Benefit Plan maintained by the Borrower,
any Guarantor or any ERISA Affiliate which is an employee welfare benefit plan
within the meaning of §3(1) or §3(2)(B) of ERISA, each such plan provides that
the Borrower, any Guarantor, or such ERISA Affiliate, as the case may be, has
the right to terminate each such plan at any time (or at any time subsequent to
the expiration of any applicable bargaining agreement) without liability other
than liability to pay claims incurred prior to the date of termination.


 


(e) 
Multiemployer Plans.  Without the
consent of the Agent, neither the Borrower nor any Guarantor nor any ERISA
Affiliate will enter into, maintain or contribute to, any Multiemployer Plan
other that a Multiemployer Plan listed on Schedule 6.16.


 


(f)  Unfunded
or Underfunded Liabilities.  Neither the
Borrower nor any Guarantor nor any ERISA Affiliate will, at any time, have
accruing unfunded or underfunded


 


50

















 


liabilities with respect
to any Employee Benefit Plan, Guaranteed Pension Plan or Multiemployer Plan
which, in the aggregate, would exceed $5,000,000, and each of the Borrower, the
Guarantors and any ERISA Affiliate will take all reasonable steps to prevent
the occurrence of any condition with respect to any Multiemployer Plan that
would create a withdrawal liability in excess of $5,000,000.


 


§7.18.                 Required
Interest Rate Contracts.  During
all periods in which the LIBOR Rate (as determined in accordance with the terms
of this Agreement) for Interest Periods of one month exceeds seven per cent
(7.0%), the Borrower shall maintain in effect Interest Rate Contracts with
counterparties and in form reasonably satisfactory to the Agent covering that
portion of the Borrower’s Variable Rate Indebtedness equal to the amount by
which the Borrower’s Variable Rate Indebtedness (other than any such Variable
Rate Indebtedness hedged by Interest Rate Contracts with a term expiring no
earlier than the earlier of the Maturity Date or the maturity of the
Indebtedness so hedged) exceeds 30% of Total Debt.


 


§7.19.                 Forward
Equity Contracts.  If the
Borrower shall enter into any forward equity contracts, the Borrower shall only
settle same by the delivery of stock.


 


§7.20.                 Term Loan
Facility.  The Borrower  shall immediately inform the Agent of any
amendment, supplement or modification of the terms and conditions of the Term
Loan Facility.


 


§8.                                CERTAIN NEGATIVE COVENANTS OF THE
BORROWER.  The Borrower
covenants and agrees as follows, so long as any Loan or Note is outstanding or
the Lenders have any obligation to make any Loans:


 


§8.1.                       [Intentionally Omitted.]


 


§8.2.                       Restrictions on Investments.  The Borrower will not, and will not permit
Guarantor or any of the Related Companies to make or permit to exist or to
remain outstanding any Investment except Investments in:


 


(a)  marketable
direct or guaranteed obligations of the United States of America, Federal Home
Loan Mortgage Corporation, Federal National Mortgage Association or any agency
or instrumentality of the United States of America provided such obligations
are backed by the full faith and credit of the United States of America, that
mature within one (1) year from the date of purchase by the Borrower;


 


(b)  demand
deposits, certificates of deposit, money market accounts, bankers acceptances
eurodollar time deposits and time deposits of United States banks having total
assets in excess of $1,000,000,000 or repurchase obligations with a term of not
more than 7 days with such banks for underlying securities of the type
described in clause (a) of this §8.2;


 


(c)  securities
commonly known as “commercial paper” issued by a corporation organized and
existing under the laws of the United States of America or any state thereof
that at the time of purchase have been rated and the ratings for which are not
less than “ P 1 “ if rated by Moody’s, and not less than “A 1” if rated by
S&P and participations in short term commercial loans made to such
corporations by a commercial bank which provides cash management services to
the Borrower;


 


51

















 


(d) 
Investments existing or contemplated on the date hereof and listed on
Schedule 8.2(d) hereto;


 


(e) 
Investments made in the ordinary course of the Borrower’s business in
Interest Rate Contracts;


 


(f) 
[Intentionally Omitted];


 


(g) direct Investments in class B (or better) office
properties (including the development of same) located in the greater New York
City area, including fee simple and leasehold interests, in Real Estate
Effective Control Assets, and in consolidated joint ventures in which the
Borrower  or its wholly-owned Subsidiary
owns at least a 75% beneficial interest and has the right to control policy and
management of the subject joint venture; and


 


(h) Investments in the following categories so long as
the aggregate amount, without duplication, of all Investments described in this
paragraph (h) does not exceed, at any time, twenty-five percent (25%) of Total
Assets (the “Permitted Investments Cap”) and the aggregate amount of each of
the following categories of Investments does not exceed the specified
percentage of Total Assets set forth in the following table:


 


	
  Category of Investment

  	
   

  	
  Maximum
  Percentage of Total Assets

  	
   

  
	
  Permitted Developments (calculated at total project cost)

  	
   

  	
  10

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Unconsolidated Entities primarily engaged in the business of
  development or ownership of class B (or better) office real estate located in
  the greater New York City area (calculated at book value of such
  Investment)

  	
   

  	
  20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Investment in properties (including the development of same) acquired
  in accordance with the provisions of §1031 of the Code (single tenant, triple
  net leased to tenant rated “A” or better by S&P or Moody’s, minimum
  remaining lease term of 15 years)

  	
   

  	
  2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Structured Finance Investments

  	
   

  	
  15

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Other Investments in Real Estate Assets (including land) and in
  entities primarily engaged in the business of owning such assets

  	
   

  	
  10

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Other Investments not otherwise specifically identified in this § 8.2

  	
   

  	
  10

  	
  %

  



 


52

















 


Notwithstanding the
foregoing to the contrary, if, but only for so long as either (x) all
Indebtedness of the Unconsolidated Entities does not exceed seventy-two percent
(72%) of the aggregate Adjusted Net Operating Income for the immediately
preceding fiscal quarter, annualized, for all Real Estate Assets of such
Unconsolidated Entities divided by nine percent (9.0%) or (y) Structured
Finance Investments do not exceed twelve percent (12%) of Total Assets, then
(i) the Permitted Investments Cap shall increase from twenty-five percent (25%)
of Total Assets to thirty percent (30%) of Total Assets and (ii) the Maximum
Percentage of Total Assets in respect of Unconsolidated Entities (as described
above) shall increase from twenty percent (20%) to twenty-five percent (25%).


 


Notwithstanding
anything in this Agreement to the contrary, none of the provisions of
§ 8.2(h), and no Default or Event of Default arising out of a breach of
any of the provisions of § 8.2(h), may be amended, modified or waived
without the written consent of the Requisite Lenders.


 


§8.3.                       Merger, Consolidation and Other
Fundamental Changes.  The
Borrower will not, and will not permit the Company to, consolidate with or
merge into any other Person or Persons, or sell, convey, assign, transfer,
lease or otherwise dispose of all or substantially all of their respective
business, property or fixed assets taken as a whole to any other Person,
provided, however, that this §8.3 shall not be applicable to any merger or
consolidation with respect to which all of the following are satisfied: (1) the
surviving entity is Borrower, the Company or any Guarantor Subsidiary and there
is no substantial change in senior management of the Company, (2) the other
entity or entities involved in such merger or consolidation are engaged in the
same line of business as Borrower, and (3) following such transaction, the
Borrower and the Company will not be in breach of any of the covenants,
representations or warranties of this Agreement. Except as set forth on
Schedule 6.19, the Company will not own or acquire any material assets other
than its partnership interests in the Borrower.


 


§8.4.                       [Intentionally Omitted]


 


§8.5.                       Compliance with Environmental Laws.  The Borrower will not do, and will not
permit the Company, any Guarantor or any of the other Related Companies to do,
any of the following: (a) use any of the Real Estate or any portion thereof as
a facility for the handling, processing, storage or disposal of Hazardous
Materials except for immaterial amounts of Hazardous Materials used in the
routine maintenance and operation of the Real Estate and in compliance with
applicable law, (b) cause or permit to be located on any of the Real Estate any
underground tank or other underground storage receptacle for Hazardous
Materials except in material compliance with Environmental Laws, (c) generate
any Hazardous Materials on any of the Real Estate except in material compliance
with Environmental Laws, or (d) conduct any activity at any Real Estate or use
any Real Estate in any manner so as to cause a Release.


 


§8.6.                       Distributions.  Borrower shall not permit the total
Distributions by it and the Company during any fiscal year to exceed 90% of
Funds from Operations for such year, except that such limitation on
Distributions may be exceeded to the extent necessary for the Company to
maintain its REIT status.  During any
period when any Default or Event of Default has occurred and is continuing the
total Distributions by the Borrower and the Company will not exceed the


 


53

















 


minimum amount necessary
for the Company to maintain its REIT status. 
The Guarantor Subsidiaries will not make any Distributions except
Distributions to Borrower or to the Company or to any Guarantor.


 


§8.7.                       Preferred
Distributions.  During any
period when any Event of Default has occurred and is continuing no Preferred
Distributions will be made.


 


§8.8.                       Preferred
Redemptions.  No payments of
cash or cash equivalents by Borrower or the Company as consideration for the
mandatory redemption or retirement of any preferred shares of beneficial
interest in the Company, or any preferred units of limited partnership interest
in Borrower, shall be made out of the proceeds of Indebtedness of the Borrower
or any Guarantor.


 


§9.                                FINANCIAL COVENANTS OF THE BORROWER.  The Borrower and the Company covenant and
agree as follows, so long as any Loan or Note is outstanding or any Lender has
any obligation to make any Loan:


 


§9.1.                       Value of All Unencumbered Assets.


 


(i) The Borrower
will not at any time permit the outstanding balance of Unsecured Indebtedness
to be greater than fifty five percent (55%) of the Value of All Unencumbered
Assets.


 


(ii) The Borrower
will not at any time permit the Value of All Unencumbered Assets to be less
than or equal to $275,000,000.


 


(iii) The Borrower
will not at any time permit the aggregate number of Real Estate Assets which
are Unencumbered Assets and which are used to calculate the Value of All
Unencumbered Assets to be less than five (5).


 


§9.2.                       Minimum Debt Service Coverage.  The Borrower will not at any time permit the
ratio of Adjusted EBITDA for the Borrower, the Company and the Related
Companies (on a consolidated basis in accordance with GAAP), to Interest
Expense for the Borrower, the Company and the Related Companies (on a
consolidated basis in accordance with GAAP), to be less than 2.0 to 1.0 for any
fiscal quarter of Borrower.


 


§9.3.                       Total
Debt to Total Assets.  The
Borrower and the Company will not at any time permit Total Debt to exceed
fifty-five percent (55%) of Total Assets.


 


§9.4.                       Maximum
Secured Indebtedness; Secured Recourse Indebtedness.


 


(i)  The Borrower and the Company will not at any
time permit the outstanding balance of Secured Indebtedness to exceed forty
percent (40%) of Total Assets.


 


(ii)  The Borrower and the Company will not at any
time permit the outstanding balance of Secured Recourse Indebtedness to exceed
ten percent (10%) of Total Assets.


 


54

















 


(iii)  The
Borrower and the Company will not at any time permit the outstanding balance of
any Secured Recourse Indebtedness to exceed seventy-five percent (75%) of the
value of the Real Estate Asset and other assets (determined on the basis of
“as-completed” appraisals) encumbered thereby.


 


§9.5.                       Minimum Tangible Net Worth.  The Borrower and the Company will not at any
time permit the Tangible Net Worth of the Borrower and the Company to be less
than $611,000,000 plus seventy-five percent (75%)  of Net Offering Proceeds.


 


§9.6.                       Unencumbered Asset Adjusted Net
Operating Income to Assumed Debt Service.  The Borrower will not at any time permit the ratio of its
Unencumbered Asset Adjusted Net Operating Income with respect to all
Unencumbered Assets to Assumed Debt Service with respect to all unsecured
Indebtedness of the Borrower, the Company and the other Guarantors to be less
than 2.0 to 1.0 for any fiscal quarter, provided, however, that,
to the extent an Unencumbered Asset was acquired or leased during the fiscal
quarter being tested, the Unencumbered Asset Adjusted Net Operating Income
shall include for purposes of calculating such ratio the pro forma results of
any such Unencumbered Asset for such full quarter, with such pro forma results
being calculated by using the Borrower’s pro forma projections used in
connection with its purchase of such Unencumbered Asset, which projections
shall be subject to Agent’s reasonable approval.


 


§9.7.                       Adjusted EBITDA to Fixed Charges.  The Borrower and the Company will not at any
time permit the ratio of its Adjusted EBITDA to Fixed Charges to be less than
1.75 to 1.0 for any fiscal quarter.


 


§9.8.                       Aggregate Occupancy Rate.  The Borrower will not at any time permit the
Aggregate Occupancy Rate to be less than eighty-five percent (85%).


 


§9.9.                       Amendments and Modifications to
§9.


 


(a) 
Notwithstanding anything in this Agreement to the contrary, except as
specifically contemplated pursuant to the terms and provisions of §5.2(ii),
none of the provisions of any of §§9.1 through 9.8 of this Agreement, and no
Default or Event of Default arising of a breach of any of the provisions of any
of §§9.1 through 9.8 of this Agreement, may be amended, modified or waived
without the written consent of the Requisite Lenders.


 


(b)  For
purposes of §§9.1 through 9.8 of this Agreement, if any change in Generally
Accepted Accounting Principles after the Effective Date results in a material change
in the calculation to be performed in any such section solely as a result of
such change in Generally Accepted Accounting Principles, the Lenders and the
Borrower shall negotiate in good faith a modification of any such covenants so
that the economic effect of the calculation of such covenant(s) using Generally
Accepted Accounting Principles as so changed is as close as feasible to what
the economic effect of the calculation of such covenant(s) would have been
using Generally Accepted Accounting Principles as in effect as of the Effective
Date.


 


55

















 


§10.                          CONDITIONS TO EFFECTIVENESS.  This Agreement shall become effective when
each of the following conditions precedent have been satisfied:


 


§10.1.                 Loan Documents.  Each of the Loan Documents shall have been duly executed and
delivered by the respective parties thereto.


 


§10.2.                 Certified Copies of Organization
Documents; Good Standing Certificates.  The Agent shall have received (i) a
Certificate of the Company to which there shall be attached complete copies of
the Borrower’s Limited Partnership Agreement and its Certificate of Limited
Partnership, certified as of a recent date by the Secretary of State of
Delaware, (ii) Certificates of Good Standing for the Borrower from the State of
New York and each State in which an Unencumbered Asset is located, (iii) a copy
of the Company’s articles of incorporation certified as of a recent date by the
Maryland Secretary of State, (iv) Certificates of Good Standing for the Company
from the State of Maryland and each State in which an Unencumbered Asset is
located, and (v) certificates of good standing and certificates from the
Borrower certifying as to true and complete copies of articles of
incorporation, limited liability company agreements, partnership agreements or
certificates of limited partnership, as the case may be, of each of the other
Guarantors.


 


§10.3.                 By-laws;
Resolutions.  All action on the part of the Borrower and
each Guarantor necessary for the valid execution, delivery and performance by
the Borrower and each Guarantor of this Agreement and the other Loan Documents
to which it is or is to become a party shall have been duly and effectively
taken, and evidence thereof satisfactory to the Agent shall have been provided
to the Agent. The Agent shall have received from the Company true copies of its
by-laws and the resolutions adopted by its Board of Directors authorizing the
transactions described herein, each certified by its secretary to be true and
complete and in effect on the Effective Date.


 


§10.4.                 Incumbency Certificate; Authorized
Signers.  The Agent shall
have received from the Company an incumbency certificate, dated as of the
Effective Date, signed by a duly authorized officer of the Company and giving
the name and bearing a specimen signature of each individual who shall be
authorized:  (a) to sign, in the name
and on behalf of the Company (in its own capacity and as general partner on
behalf of Borrower and on behalf of each Guarantor which is a partnership),
each of the Loan Documents to which the Borrower or any Guarantor is or is to
become a party; (b) to make Loan Requests and Conversion Requests; and (c) to
give notices and to take other action on behalf of the Borrower under the Loan
Documents.


 


§10.5.                 Title Insurance; Lien Searches.  The Agent shall have received (i) reasonably
satisfactory evidence of title insurance respecting each of the Unencumbered
Assets by way of 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), (ii)
reasonably satisfactory evidence of insurance required under §7.7, and (iii)
reasonably satisfactory current Uniform Commercial Code lien searches on the
Borrower and each of the Guarantors in such jurisdictions as the Agent may
reasonably require.


 


§10.6.                 Opinions of Counsel Concerning
Organization and Loan Documents. 
Each of the Lenders and the Agent shall have received favorable opinions
from Borrower’s counsel


 


56

















 


addressed to the Lenders and the Agent and dated as of the Effective
Date, in form and substance satisfactory to the Agent.


 


§10.7.                 Payment of Fees.  The Borrower shall have paid (i) to the Agent, its fees in the
amounts outlined and specified in the fee agreement among Fleet and the
Borrower dated February 7, 2003 (the “Fee Letter”), and (ii) to the Agent, for
the account of the Agent and the Lenders, as applicable, all upfront fees due
and payable on or before the Effective Date as contemplated by the Fee Letter,
and shall have paid all other expenses as provided in §15 hereof then
outstanding.


 


§10.8.                 Existing Agreement.  There shall exist no Default or Event of
Default as defined in the Existing Credit Agreement.


 


§11.                          CONDITIONS TO ALL CREDIT ADVANCES.  The obligations of the Lenders to make any
Loan or to issue any Letter of Credit, whether on or after the Effective Date,
shall also be subject to the satisfaction of the following conditions
precedent:


 


§11.1.                 Representations True; No Event of
Default; Compliance Certificate.  Each of the representations and warranties
of the Borrower and each Guarantor contained in this Agreement, the other Loan
Documents or in any document or instrument delivered pursuant to or in
connection with this Agreement shall be true as of the date as of which they
were made and shall also be true at and as of the time of the making of such
Loan or the issuance of such Letter of Credit, with the same effect as if made
at and as of that time (except (i) to the extent of changes resulting from
transactions contemplated or permitted by this Agreement and the other Loan
Documents, (ii) to the extent of changes occurring in the ordinary course of
business that singly or in the aggregate are not materially adverse, and (iii)
to the extent that such representations and warranties relate expressly to an
earlier date); the Borrower shall have performed and complied with all terms
and conditions herein required to be performed by it on or prior to the
Borrowing Date of such Loan or the issuance date of such Letter of Credit; and
no Default or Event of Default shall have occurred and be continuing on the
date of any Loan Request or on the Borrowing Date of such Loan or on the date
of any Letter of Credit Request or on the issuance date of such Letter of
Credit.  Each of the Lenders shall have
received a Compliance Certificate of the Borrower signed by a Responsible
Officer to such effect, which certificate will include, without limitation,
computations evidencing compliance with the covenants contained in §9.1 through
§9.7 hereof after giving effect to such requested Loan or Letter of Credit.


 


§11.2.                 No Legal Impediment.  No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable
opinion of any Lender would make it illegal for such Lender to make such Loan
or to hold an interest in such Letter of Credit.


 


§11.3.                 Proceedings and Documents.  All proceedings in connection with the
transactions contemplated by this Agreement, the other Loan Documents and all
other documents incident thereto shall be reasonably satisfactory in substance
and in form to the Agent, and the Lenders shall have received all information
and such counterpart originals or certified or other copies of such documents
as the Agent may reasonably request.


 


57

















 


§12.                          EVENTS OF DEFAULT; ACCELERATION; ETC.


 


§12.1.                 Events of Default and Acceleration.  If any of the following events (“Events of
Default” or, if the giving of notice or the lapse of time or both is required,
then, prior to such notice or lapse of time, “Defaults”) shall occur:


 


(a)  the
Borrower shall fail to pay any principal of the Loans when the same shall
become due and payable;


 


(b)  the
Borrower shall fail to pay any interest on the Loans or any other sums due
hereunder or under any of the other Loan Documents (other than principal)
within five (5) days after the same shall become due and payable;


 


(c)  the
Borrower or the Company shall fail to comply with any of its covenants
contained in §7.5, the first sentence of §7.6, §7.7, §7.13, §8 or §9 hereof;


 


(d)  the
Borrower or any Guarantor shall fail to perform any other term, covenant or
agreement contained herein or in any of the other Loan Documents (other than
those specified elsewhere in this §12) for thirty (30) days after written
notice of such failure from Agent to the Borrower;


 


(e)  any
representation or warranty of the Borrower or any Guarantor in this Agreement
or any of the other Loan Documents or in any other document or instrument
delivered pursuant to or in connection with this Agreement, shall prove to have
been false in any material respect upon the date when made or deemed to have
been made or repeated;


 


(f)  the
Borrower, the Company, any Guarantor, any of the Related Companies or any
Unconsolidated Entity shall fail to pay at maturity, or within any applicable
period of grace, any Recourse Indebtedness, or shall fail to observe or perform
any material term, covenant or agreement contained in any agreement by which it
is bound, evidencing or securing Recourse Indebtedness for such period of time
as would permit (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to accelerate
the maturity thereof, and in any event, such failure shall continue for thirty
(30) days, unless the aggregate amount of all such defaulted Recourse
Indebtedness is less than $10,000,000.00, provided, however, that
defaulted Recourse Indebtedness of an Unconsolidated Entity shall only be
included, for purposes of determining whether the aggregate amount of all such
defaulted Recourse Indebtedness is less than $10,000,000, to the extent, if
any, that said Recourse Indebtedness is Recourse, directly or indirectly, to
Borrower, any Guarantor or any Related Company or any of their respective
assets (other than their respective interests in such Unconsolidated Entity),
provided, further, however, that Indebtedness of any Unconsolidated Entity in
or to which Borrower, any Guarantor or any Related Company has made a
Structured Finance Investment shall not be considered Indebtedness for purposes
of this § 12.1(f) (For purposes of this § 12.1(f) “Recourse” shall
mean any obligation or liability except an obligation or liability with respect
to which recourse for payment is contractually limited (except for customary
exclusions) to specifically identified assets only);


 


(g)  the Borrower,
the Company, any Guarantor, any of the Related Companies or any Unconsolidated
Entity shall fail to pay at maturity, or within any applicable period of grace,
any Indebtedness other than Recourse Indebtedness, or shall fail to observe or
perform any 


 


58

















 


material term, covenant or agreement contained in any agreement by
which it is bound, evidencing or securing Indebtedness other than Recourse
Indebtedness for such period of time as would permit (assuming the giving of
appropriate notice if required) the holder or holders thereof or of any
obligations issued thereunder to accelerate the maturity thereof, and in any
event, such failure shall continue for thirty (30) days, unless the aggregate
amount of all such defaulted Indebtedness other than Recourse Indebtedness plus
the amount of any unsatisfied judgments is less than $25,000,000.00, provided,
however, that defaulted Indebtedness other than Recourse Indebtedness of
any Unconsolidated Entity in which Borrower and/or any Guarantor and/or any
Related Company (x) owns less than fifty percent (50%) of the equity interest
and (y) has no power to control the management and policies of such
Unconsolidated Entity (any such defaulted Indebtedness, “Special Nonrecourse
Indebtedness”) shall not be included for purposes of determining whether the
aggregate amount of defaulted Indebtedness other than Recourse Indebtedness
plus the amount of any unsatisfied judgments is less than $25,000,000.00 unless
and until the aggregate amount of Borrower’s and/or any Guarantor’s and/or any
Related Company’s pro-rata share of such Special Nonrecourse Indebtedness
exceeds ten percent (10%) of the Total Assets, provided, further, however, that
Indebtedness of any Unconsolidated Entity in or to which Borrower, any
Guarantor or any Related Company has made a Structured Finance Investment shall
not be considered Indebtedness for purposes of this § 12.1(g);


 


(h)  (i) any of
the Borrower, the Company or any Guarantor shall make an assignment for the
benefit of creditors, or admit in writing its inability to pay or generally
fail to pay its debts as they mature or become due, or shall petition or apply
for the appointment of a trustee or other custodian, liquidator or receiver of
any substantial part of its properties or shall commence any case or other
proceeding under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, or shall take any action to authorize
or in furtherance of any of the foregoing, or if any such petition or
application shall be filed or any such case or other proceeding shall be
commenced against any such Person and such Person shall indicate its approval
thereof, consent thereto or acquiescence therein, or (ii) any of the events
described in clause (i) of this paragraph shall occur with respect to any other
Related Company or any Unconsolidated Entity and such event shall have a
Material Adverse Effect;


 


(i) (i) a decree or order is entered appointing any
such trustee, custodian, liquidator or receiver or adjudicating the Borrower,
the Company, or any Guarantor bankrupt or insolvent, or approving a petition in
any such case or other proceeding, or a decree or order for relief is entered
in respect of the Borrower, the Company, or any Guarantor in an involuntary
case under federal bankruptcy laws as now or hereafter constituted or (ii) any
of the events described in clause (i) of this paragraph shall occur with
respect to any other Related Company or any Unconsolidated Entity and such
event shall have a Material Adverse Effect;


 


(j)  there
shall remain in force, undischarged, unsatisfied and unstayed, for more than
thirty days, whether or not consecutive, any uninsured final judgment against
the Borrower that, with other outstanding uninsured final judgments,
undischarged, against the Borrower, the Company or any of the Related
Companies, exceeds in the aggregate $5,000,000.00;


 


(k)  if any of
the Loan Documents or any material provision of any Loan Documents shall be
unenforceable, cancelled, terminated, revoked or rescinded otherwise than in 


 


59

















 


accordance with the terms thereof or with the express prior written
agreement, consent or approval of the Agent, or any action at law, suit or in
equity or other legal proceeding to make unenforceable, cancel, revoke or
rescind any of the Loan Documents shall be commenced by or on behalf of the
Borrower or any Guarantor, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a determination that,
or issue a judgment, order, decree or ruling to the effect that, any one or
more of the Loan Documents is illegal, invalid or unenforceable in accordance
with the terms thereof;


 


(l)  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 Borrower or any of
its ERISA Affiliates in excess of $5,000,000 at any one time during the term of
this Agreement; or if, at any one time, there exists an amount of unfunded
pension liabilities (as defined in Section 4001(a)(18) of ERISA), individually
or in the aggregate for all Guaranteed Pension Plans (excluding for purposes of
such computation any Guaranteed Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $5,000,000;


 


(m)  the
Borrower or any Guarantor shall be indicted for a federal crime, a punishment
for which could include the forfeiture of any assets of the Borrower or such
Guarantor;


 


(n)  the
Borrower shall fail to pay, observe or perform any term, covenant, condition or
agreement contained in any agreement, document or instrument evidencing,
securing or otherwise relating to any Indebtedness of the Borrower to any
Lender (other than the Obligations) within any applicable period of grace
provided for in such agreement, document or instrument;


 


(o)  any
Material Adverse Effect shall occur; or


 


(p)  any “Event
of Default”, as defined in any of the other Loan Documents, shall occur;


 


then, and in any such event, so long as the same may be continuing, the
Agent may, and upon the request of the Requisite Lenders shall, by notice in
writing to the Borrower declare all amounts owing with respect to this
Agreement, the Notes and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower and each Guarantor; provided that upon the occurrence of
any Event of Default specified in §§12.1(h) or 12.1(i), all such amounts shall
become immediately due and payable automatically and without any requirement of
notice from the Agent or action by the Requisite Lenders.


 


§12.2.                 Termination of Commitments.  If any one or more Events of Default
specified in §12.1(h) or §12.1(i) shall occur, any unused portion of the
Commitments hereunder shall forthwith terminate and the Lenders shall be
relieved of all obligations to make Loans to the Borrower or to issue Letters
of Credit for the benefit of the Borrower. If any other Event of Default shall
have occurred and be continuing, the Agent, at the direction of the Majority
Lenders, may by notice to the Borrower terminate the unused portion of the
Commitments hereunder and upon such notice being given such unused portion of
the Commitments hereunder 


 


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shall terminate immediately and the Lenders shall be relieved of all
further obligations to make Loans other than Mandatory Base Rate Loans.  No termination of the Commitments hereunder
shall relieve the Borrower of any of the Obligations or any of its existing
obligations to any Lender arising under other agreements or instruments.


 


§12.3.                 Remedies.  In case any one or more of the Events of
Default shall have occurred, and whether or not the Requisite Lenders shall
have accelerated the maturity of the Loans pursuant to §12.1, each Lender, if
owed any amount with respect to the Loans, may, with the consent of the
Requisite Lenders, direct the Agent to proceed to protect and enforce the
rights and remedies of the Agent and the Lenders under this Agreement, the
Notes or any of the other Loan Documents by suit in equity, action at law or
other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement and the other Loan Documents
or any instrument pursuant to which the Obligations are evidenced and, if any
amount shall have become due, by declaration or otherwise, to proceed to
enforce the payment thereof or any other legal or equitable right of such
Lender. No remedy herein conferred upon any Lender or the Agent or the holder
of any Note is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.


 


§12.4.                 Distribution of Enforcement Proceeds.  In the event that, following the occurrence
or during the continuance of any Default or Event of Default, the Agent or any
Lender as the case may be, receives any monies in connection with the
enforcement of any of the Loan Documents, such monies shall be distributed for
application as follows:


 


(a)  First, to
the payment of, or (as the case may be) the reimbursement of the Agent for or
in respect of all reasonable costs, expenses, disbursements and losses which
shall have been incurred or sustained by the Agent in connection with the
collection of such monies by the Agent, for the exercise, protection or
enforcement by the Agent of all or any of the rights, remedies, powers and
privileges of the Agent or the Lenders under this Agreement or any of the other
Loan Documents or in support of any provision of adequate indemnity to the
Agent against any taxes or liens which by law shall have, or may have, priority
over the rights of the Agent to such monies;


 


(b)  Second, to
all other Obligations in such order or preference as the Requisite Lenders may
determine; provided, however, that distribution in respect of such Obligations
shall be made among the Lenders pro rata in accordance with each Lender’s
respective Commitment Percentage;


 


(c)  Third,
upon payment and satisfaction in full, or other provisions for payment in full
satisfactory to all Lenders and the Agent, of all of the Obligations, and the
deposit in any cash collateral account established pursuant to §2.9(f) of the
amount required thereby, to the payment of any obligations required to be paid
pursuant to §9-615(a)(3) and (b) of the Uniform Commercial Code of the State of
New York; and


 


(d)  Fourth,
the excess, if any, shall be returned to the Borrower or to such other Persons
as are legally entitled thereto.


 


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§13.                          SETOFF. 
During the continuance of any Event of Default, any deposits (general or
specific, time or demand, provisional or final, regardless of currency,
maturity, or the branch of where such deposits are held) or other sums credited
by or due from any of the Lenders or any Affiliated Lender to the Borrower, the
Company or any of the other Guarantors and any securities or other property of
the Borrower, the Company or any of the other Guarantors in the possession of
such Lender or Affiliated Lender may be applied to or set off against the
payment of Obligations and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter
arising, of the Borrower to such Lender. Each of the Lenders agrees with each
other Lender that (a) if an amount to be set off is to be applied to
Indebtedness of the Borrower, the Company or any of the other Guarantors to
such Lender, other than Indebtedness evidenced by the Notes held by such
Lender, such amount shall be applied ratably to such other Indebtedness and to
the Indebtedness evidenced by all such Notes held by such Lender, and (b) if
such Lender shall receive from the Borrower, the Company or any of the other
Guarantors, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Notes
held by such Lender by proceedings against the Borrower, the Company or any of
the other Guarantors at law or in equity or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar proceedings, or otherwise,
and shall retain and apply to the payment of the Note or Notes held by such
Lender any amount in excess of its ratable portion of the payments received by
all of the Lenders with respect to the Notes held by all of the Lenders, such
Lender will make such disposition and arrangements with the other Lenders with
respect to such excess, either by way of distribution, pro tanto assignment of
claims, subrogation or otherwise as shall result in each Lender receiving in
respect of the Notes held by it its proportionate payment as contemplated by
this Agreement; provided that if all or any part of such excess payment is
thereafter recovered from such Lender, such disposition and arrangements shall
be rescinded and the amount restored to the extent of such recovery, but
without interest.


 


§14.                          THE AGENT.


 


§14.1.                 Authorization.  The Agent is authorized to take such action on behalf of each of
the Lenders and to exercise all such powers as are hereunder and under any of
the other Loan Documents and any related documents delegated to the Agent,
together with such powers as are reasonably incident thereto, provided that no
duties or responsibilities not expressly assumed herein or therein shall be
implied to have been assumed by the Agent. The relationship between the Agent
and the Lenders is and shall be that of agent and principal only, and nothing
contained in this Agreement or any of the other Loan Documents shall be
construed to constitute the Agent as a trustee for any Lender.


 


§14.2.                 Employees and Agents.  The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to
its rights and duties under this Agreement and the other Loan Documents. The
Agent may utilize the services of such Persons as the Agent in its sole
discretion may reasonably determine, and all reasonable fees and expenses of
such Persons shall be paid by the Borrower.


 


§14.3.                 No Liability to Lenders.  Neither the Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or


 


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employee thereof, shall be liable to any Lender for any waiver, consent
or approval given or any action taken, or omitted to be taken, in good faith by
it or them hereunder or under any of the other Loan Documents, or in connection
herewith or therewith, or be responsible for the consequences of any oversight
or error of judgment whatsoever, except that the Agent or such other Person, as
the case may be, shall be liable for losses due to its willful misconduct or
gross negligence.


 


§14.4.                 No Representations.  The Agent shall not be responsible for the
execution or validity or enforceability of this Agreement, the Notes, any of
the other Loan Documents or any instrument at any time constituting, or
intended to constitute, collateral security for the Notes, or for the value of
any such collateral security or for the validity, enforceability or
collectibility of any such amounts owing with respect to the Notes, or for any
recitals or statements, warranties or representations made herein or in any of
the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrower, or be bound to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or in any instrument at any time constituting,
or intended to constitute, collateral security for the Notes. The Agent shall
not be bound to ascertain whether any notice, consent, waiver or request
delivered to it by the Borrower or any Guarantor or any holder of any of the
Notes shall have been duly authorized or is true, accurate and complete. The
Agent has not made nor does it now make any representations or warranties,
express or implied, nor does it assume any liability to the Lenders, with
respect to the credit worthiness or financial condition of the Borrower, the
Company or any of the other Guarantors. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender, and
based upon such information and documents as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender
has either (x) been independently represented by separate counsel on all
matters regarding this Agreement or (y) knowingly waived any such
representation.


 


§14.5.                 Payments.


 


(a)  A payment
by the Borrower to the Agent hereunder or any of the other Loan Documents for
the account of any Lender shall constitute a payment to such Lender subject to
the pro rata rights to repayment based upon the Commitment Percentage of each
Lender. Neither the Borrower nor any Guarantor shall have any obligation to see
to the proper application by Agent of any amounts paid by any of them to the
Agent for the account of the Lenders. 
The Agent agrees promptly to distribute to each Lender such Lender’s pro
rata share of payments received by the Agent for the account of the Lenders
except as otherwise expressly provided herein or in any of the other Loan
Documents.  Notwithstanding the
foregoing, the amounts advanced by the Additional Commitment Lenders on the
Commitment Increase Date and certain Fixed Rate Prepayment Fees and Letter of
Credit fees shall be distributed on a non pro rata basis as provided in §2.2(b)
and the commitment fees for the quarter which included the Commitment Increase
Date shall be paid as provided in §4.2.


 


(b)  If in the
opinion of the Agent the distribution of any amount received by it in such
capacity hereunder, under the Notes or under any of the other Loan Documents
might involve it in liability, it may refrain from making distribution until
its right to make distribution shall have been adjudicated by a court of
competent jurisdiction. If a court of competent jurisdiction shall


 


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adjudge that any amount received and distributed by the Agent is to be
repaid, each Person to whom any such distribution shall have been made shall
either repay to the Agent its proportionate share of the amount so adjudged to
be repaid or shall pay over the same in such manner and to such Persons as
shall be determined by such court.


 


(c) 
Notwithstanding anything to the contrary contained in this Agreement or
any of the other Loan Documents, any Lender that fails (i) to make available to
the Agent its pro rata share of any Loan or (ii) to comply with the provisions
of §13 with respect to making dispositions and arrangements with the other
Lenders, where such Lender’s share of any payment received, whether by setoff
or otherwise, is in excess of its pro rata share of such payments due and
payable to all of the Lenders, in each case as, when and to the full extent
required by the provisions of this Agreement, or to adjust promptly such
Lender’s outstanding principal and its pro rata Commitment Percentage as
provided in §2.1 hereof, shall be deemed delinquent (a “Delinquent Lender”) and
shall be deemed a Delinquent Lender until such time as such delinquency is
satisfied.  A Delinquent Lender shall be
deemed to have assigned any and all payments due to it from the Borrower under
the Loan Documents, whether on account of outstanding Loans, interest, fees or
otherwise, to the remaining nondelinquent Lenders for application to, and
reduction of, their respective pro rata shares of all outstanding Loans.  The Delinquent Lender hereby authorizes the
Agent to distribute such payments to the nondelinquent Lenders in proportion to
their respective pro rata shares of all outstanding Loans. A Delinquent Lender
shall be deemed to have satisfied in full a delinquency when and if, as a
result of application of the assigned payments to all outstanding Loans of the
nondelinquent Lenders, the Lenders’ respective pro rata shares of all outstanding
Loans have returned to those in effect immediately prior to such delinquency
and without giving effect to the nonpayment causing such delinquency.


 


(d)  If any
amount which the Agent is required to distribute to the Lenders pursuant to
this §14.5 is actually distributed to any Lender on a date which is later than
the first Business Day following the Agent’s receipt of the corresponding
payment from the Borrower, the Agent shall pay to such Lender on demand an
amount equal to the product of (i) the average computed for the period referred
to in clause (iii) below, of the weighted average interest rate paid by the
Agent for federal funds acquired by the Agent during each day included in such
period, times (ii) the amount of such late distribution to such Lender, times
(iii) a fraction, the numerator of which is the number of days or portion
thereof that elapsed from and including the second Business Day after the
Agent’s receipt of such corresponding payment from the Borrower to the date on
which the amount so required to be distributed to such Lender actually is
distributed, and the denominator of which is 365.


 


§14.6.                 Holders of Notes.  The Agent may deem and treat the payee of
any Note as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder assignee or transferee.


 


§14.7.                 Indemnity.  The Lenders ratably agree hereby to
indemnify and hold harmless the Agent from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent has not been reimbursed by
the Borrower and the Guarantors as required by §15), and liabilities of every
nature and character arising out of or related to this Agreement, the Notes, or
any of the other 


 


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Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Agent’s actions taken hereunder or thereunder, except to the
extent that any of the same shall be directly caused by the Agent’s willful
misconduct or gross negligence.


 


§14.8.                 Agent as Lender.  In its individual capacity, Fleet National Bank shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the Loans made by it, and as the holder of any of the Notes as
it would have were it not also the Agent.


 


§14.9.                 Resignation.  The Agent may resign at any time by giving sixty (60) days, prior
written notice thereof to the Lenders and the Borrower; provided, however, that
unless an Event of Default has occurred and is continuing, Fleet National Bank
may not voluntarily resign as Agent under the provisions of this Agreement
without the Borrower’s consent.  Upon
any such resignation, the Requisite Lenders shall have the right to appoint a
successor Agent.  Unless a Default or
Event of Default shall have occurred and be continuing, appointment of such
successor Agent shall be subject to the reasonable approval of the
Borrower.  If no successor Agent shall
have been so appointed by the Requisite Lenders and shall have accepted such
appointment within thirty (30) days after the giving of notice of resignation
or removal or if the Borrower (to the extent it has approval rights with
respect to the successor Agent) has disapproved or failed to approve a
successor agent within such period, then the retiring Agent may, on behalf of
the Lenders, appoint a successor Agent, which shall be a financial institution
having a rating of not less than A2/P2 or its equivalent by S&P.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations as Agent hereunder. 
Such successor Agent shall issue replacement Letters of Credit and any
outstanding Letters of Credit issued by the retiring Agent shall be canceled
and returned to it, provided that if such Letters of Credit cannot be replaced,
the successor Agent shall issue back-to-back Letters of Credit to the retiring
Agent in respect of the retiring Agent’s outstanding Letters of Credit, and
such successor Agent’s Letter of Credit shall be deemed to have been issued in
accordance with, and be subject to the provisions of, this Agreement, including
§2.9 hereof. After any retiring Agent’s resignation, the provisions of this
Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was
acting as Agent.


 


§14.10.           Notification of Defaults and Events of
Default  and other Notices.  Each Lender hereby agrees that, upon
learning of the existence of a Default or an Event of Default, it shall
promptly notify the Agent thereof. The Agent hereby agrees that upon receipt of
any notice under this §14.10, or upon it otherwise learning of the existence of
a Default or an Event of Default, it shall promptly notify the other Lenders of
the existence of such Default or Event of Default.  The Agent shall also promptly provide each Lender with a copy of
any notices which the Agent receives from the Borrower pursuant to §7.5 or
§7.13 or §7.20.


 


§14.11.           Duties in the Case of Enforcement.  In case one of more Events of Default have
occurred and shall be continuing, and whether or not acceleration of the
Obligations shall have occurred, the Agent may, with the consent of the Requisite
Lenders (which consents may be obtained orally in emergency situations), and
the Agent shall, if (a) so requested by the Requisite 


 


65

















 


Lenders and (b) the Lenders have provided to the Agent such additional
indemnities and assurances against expenses and liabilities as the Agent may
reasonably request, proceed to enforce the provisions of the Loan Documents and
exercise all or any such other legal and equitable and other rights or remedies
as it may have. The Requisite Lenders may direct the Agent in writing as to the
method and the extent of any such enforcement actions, the Lenders hereby
agreeing to indemnify and hold the Agent harmless from all liabilities incurred
in respect of all actions taken or omitted in accordance with such directions,
provided that the Agent need not comply with any such direction to the extent
that the Agent reasonably believes the Agent’s compliance with such direction
to be unlawful or commercially unreasonable in any applicable jurisdiction.


 


§14.12.           Mandatory Resignation of Agent.  The Agent shall be obligated to resign in
accordance with, and subject to, the provisions of §14.9, without the consent
of the Borrower , upon the written request of Lenders whose aggregate Commitments
constitute at least sixty-six percent (66%) of the Total Commitment, excluding the Lender which is
then the Agent hereunder, provided such request is made
as a result of the Agent’s gross negligence or willful
misconduct, and provided further that the successor
Agent actively administers credits of similar size and complexity to this
Agreement and the Loans.


 


§14.13.           Matters as to Borrower.  (a) Except as expressly set forth in this
Agreement, Borrower shall have no obligation to cause Agent or any of the
Lenders to perform their respective obligations under this Agreement.


 


(b) 
Notwithstanding that a matter in question requires the consent, approval
or direction of any or all of the Lenders, Borrower may rely exclusively on the
written notice of Agent that such consent, approval, or direction has been
given or obtained to bind the Lenders.


 


§15.                          EXPENSES. 
The Borrower and each of the Guarantors jointly and severally agree to
pay (a) the reasonable costs of producing and reproducing this Agreement, the
other Loan Documents and the other agreements and instruments mentioned herein,
(b) any taxes (including any interest and penalties in respect thereto) payable
by the Agent or any of the Lenders (other than taxes based upon the Agent’s or
any Lender’s net income), including any recording, mortgage, documentary or
intangibles taxes in connection with the Loan Documents, or other taxes payable
on or with respect to the transactions contemplated by this Agreement,
including any taxes payable by the Agent or any of the Lenders after the
Effective Date (the Borrower hereby agreeing to indemnify the Lenders with
respect thereto), (c) all title examination costs, appraisal fees, engineers’,
inspectors’ and surveyors’ fees, recording costs and the reasonable fees,
expenses and disbursements of the Agent’s counsel or any local counsel to the
Agent incurred in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein,
and amendments, modifications, approvals, consents or waivers hereto or
hereunder, it being understood and agreed that the Agent shall not conduct
engineering studies or Appraisals with respect to Unencumbered Asset unless
specifically requested to do so by the Requisite Lenders, in which case the
Agent shall submit a budget to Borrower of all fees and expenses to be incurred
by Agent prior to engaging any of such professionals for Borrower’s approval,
which shall not be unreasonably withheld, (d)


 


66

















 


the fees, costs, expenses and disbursements of the
Agent incurred in connection with the preparation, administration or
interpretation of the Loan Documents and other instruments mentioned herein
including, without limitation, the costs incurred by the Agent in connection
with its inspection of the Unencumbered Assets, and the fees and disbursements
of the Agent’s counsel and the Borrower’s legal counsel in preparing
documentation, (e) the fees, costs, expenses and disbursements of the Agent
incurred in connection with the syndication and/or participation of the Loans,
to the extent provided for in the Fee Letter (not including attorneys’ fees)
(f) all reasonable out-of-pocket expenses (including reasonable attorneys’ fees
and costs, which attorneys may be employees of any Lender or the Agent and the
fees and costs of appraisers, engineers, investment bankers, surveyors or other
experts retained by the Agent or any Lender in connection with any such
enforcement proceedings) incurred by any Lender or the Agent in connection with
(i) the enforcement of or preservation of rights under any of the Loan
Documents against the Borrower or the Guarantors or the administration thereof
after the occurrence of a Default or Event of Default (including, without
limitation, expenses incurred in any restructuring and/or “workout” of the
Loans), and (ii) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to the Agent’s or the Lender’s
relationship with the Borrower, the Company, any Unconsolidated Entity or any
of the Related Companies (but not including any dispute between the Agent (or
any Lender) and any other Lender), (g) all reasonable fees, expenses and
disbursements of the Agent incurred in connection with UCC searches, and (h)
all costs incurred by the Agent in the future in connection with its inspection
of the Unencumbered Assets. The covenants of this §15 shall survive payment or
satisfaction of payment of amounts owing with respect to the Notes.


 


§16.                          INDEMNIFICATION.  The Borrower and each of the Guarantors
hereby jointly and severally agree to indemnify and hold harmless the Agent and
the Lenders and the shareholders, directors, agents, officers, subsidiaries,
employees, and affiliates of the Agent and the Lenders from and against any and
all claims, actions or causes of action and suits whether groundless or
otherwise, and from and against any and all liabilities, losses, settlement
payments, obligations, damages and expenses (including legal fees and disbursements)
of every nature and character arising out of this Agreement or any of the other
Loan Documents or the transactions contemplated hereby or which otherwise arise
in connection with the financing including, without limitation except to the
extent directly caused by the gross negligence or willful misconduct of a
Lender or the Agent or any of the aforementioned indemnified parties (but such
limitation on indemnification shall only apply to the Agent or Lender or any of
the aforementioned indemnified parties being grossly negligent or committing
willful misconduct), (a) any actual or proposed use by the Borrower of the
proceeds of any of the Loans, (b) any actual or alleged infringement of any
patent, copyright, trademark, service mark or similar right of the Borrower or
any of the Guarantors , (c) the Borrower or any of the Guarantors entering into
or performing this Agreement or any of the other Loan Documents or (d) with
respect to the Borrower or any of the Guarantors and their respective properties,
the violation of any Environmental Law, the Release or threatened Release of
any Hazardous Materials or any action, suit, proceeding or investigation
brought or threatened with respect to any Hazardous Materials (including, but
not limited to claims with respect to wrongful death, personal injury or damage
to property), (e) any cost, claim liability, damage or expense in connection
with any harm the Borrower or any of the Guarantors may be found to have caused
in the role of a broker, in each case including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding. In litigation, or the 


 


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preparation therefor, the Lenders and the Agent shall each be entitled
to select their own separate counsel and, in addition to the foregoing
indemnity, the Borrower and each of the Guarantors jointly and severally agree
to pay promptly the reasonable fees and expenses of such counsel.  If, and to the extent that the obligations
of the Borrower or any of the Guarantors under this §16 are unenforceable for
any reason, the Borrower and each of the Guarantors jointly and severally agree
to make the maximum contribution to the payment in satisfaction of such
obligations which is permissible under applicable law. The provisions of this
§16 shall survive the repayment of the Loans and the termination of the
obligations of the Lenders hereunder and shall continue in full force and effect
as to the Lenders so long as the possibility of any such claim, action, cause
of action or suit exists.


 


§17.                          SURVIVAL OF COVENANTS, ETC.  All covenants, agreements, representations
and warranties made herein, in the Notes, in any of the other Loan Documents or
in any documents or other papers delivered by or on behalf of the Borrower or
any Guarantor pursuant hereto shall be deemed to have been relied upon by the
Lenders and the Agent, notwithstanding any investigation heretofore or
hereafter made by it, and shall survive the making by the Lenders of the Loans,
as herein contemplated, and shall continue in full force and effect so long as
any amount due under this Agreement or the Notes or any of the other Loan
Documents remains outstanding or the Lenders have any obligation to make any
Loans. The indemnification obligations of the Borrower and the Guarantors
provided herein and the other Loan Documents shall survive the full repayment
of amounts due and the termination of the obligations of the Lenders hereunder
and thereunder to the extent provided herein and therein. All statements
contained in any certificate or other paper delivered to the Agent or any
Lender at any time by or on behalf of the Borrower or any of the Guarantors
pursuant hereto or in connection with the transactions contemplated hereby
(other than third party reports, such as engineering reports and environmental
studies) shall constitute representations and warranties by the Borrower or any
of the Guarantors hereunder.


 


§18.                          GUARANTY.


 


§18.1.                 Guaranty.  Each of the
Guarantors acknowledges that it will receive substantial benefits from the
making of the Loans and extensions of credit to the Borrower by the Lenders
under this Agreement.  Subject to §18.7
below, each of the Guarantors hereby, jointly and severally, unconditionally
and irrevocably guarantees to each Lender and the Agent, and their respective
successors and assigns, 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 Agent the timely performance of all other
obligations of the Borrower under the Loan 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.


 


§18.2.                 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 Guaranteed Obligations or
any of the Loan 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 


 


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Guaranty may be enforced by the Agent, on behalf of 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 Loan 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 Borrower 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 Borrower or
any other Guarantor of the Guaranteed Obligations for amounts paid under this
Guaranty until such time as the Lenders have 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 Loan
Documents.  Each Guarantor further
agrees that nothing contained herein shall prevent the Agent or the Lenders
from suing on the Notes or any of the other Loan Documents or foreclosing their
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 Loan Documents, or any 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 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 Borrower or by reason of the bankruptcy or
insolvency of the Borrower.  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
by, the Agent or any Lender upon this Guaranty or acceptance of this
Guaranty.  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
Guaranty.  All dealings between the
Borrowers and any of the Guarantors, on the one hand, and the Agent and the
Lenders, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon this Guaranty.


 


§18.3.                 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 Borrower and any other party liable for payment
under the Loan Documents may be granted indulgences generally; (e) any of the
provisions of the Notes or any of the other 
Loan 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
Borrower 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,



 


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compromise, surrender, extension, renewal, acceleration, modification,
indulgence or release.  Each Guarantor
hereby appoints the Borrower as its agent to execute and deliver any amendments
to or modifications or waivers of the Loan Documents, and the Agent and the
Lenders may rely on such appointment until such time as a Guarantor advises the
Agent and the Lenders in writing that the Borrower is no longer authorized to
so act as its agent.


 


§18.4.                 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 Borrower 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.


 


§18.5.                 Reinstatement.  The obligations of the Guarantors under this §18  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 Agent and each Lender on demand for all reasonable costs and expenses
(including, without limitation, reasonable fees of counsel) incurred by the
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.


 


§18.6.                 Remedies. 
The Guarantors agree that, as between the Guarantors, on the one hand,
and the Agent and the Lenders, on the other hand, the Guaranteed Obligations
may be declared to be forthwith due and payable as provided in §12 hereof (and
shall be deemed to have become automatically due and payable in the
circumstances provided in §12 hereof) 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.


 


§18.7.                 Limitation of Guaranty.  Notwithstanding any provision to the
contrary contained herein or in any of the other Loan 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).


 


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§18.8.                 Release of Guaranty.  Upon consummation of the sale, conveyance,
pledge or other transfer of all of the stock or other evidence of beneficial or
legal ownership, or a sale, mortgage or pledge of all or substantially all of
the assets, of any Guarantor other than the Company, so long as no Default or
Event of Default shall have occurred and be continuing, the Guaranty of such
Guarantor, and all of its obligations and liabilities under the Loan Documents,
shall be, and shall be deemed to be, released and discharged, and upon the
request of such released Guarantor, the Agent shall acknowledge such release in
writing.


 


§19.                          ASSIGNMENT;
PARTICIPATIONS; ETC.


 


§19.1.                 Conditions to Assignment by Lenders.  Except as provided herein, each Lender may
assign to one or more Eligible Assignees all or a portion of its interests,
rights and obligations under this Agreement (including all or a portion of its
Commitment Percentage and Commitment and the same portion of the Loans at the
time owing to it, and the Notes held by it); provided that (a) the Agent shall
have given its prior written consent to such assignment, which consent shall
not be unreasonably withheld or delayed, except that such consent shall not be
needed with respect to an assignment from a Lender to either one of its
Affiliated Lenders or to another Lender hereunder, (b) each such assignment
shall be of a portion (or which may be all) of the assigning Lender’s rights
and obligations under this Agreement relating to a specified Commitment amount
and Commitment Percentage, (c) each assignment shall be in an amount of not
less than $5,000,000 and in integral multiples of $1,000,000, (d) each Lender
either shall assign all of its Commitment and cease to be a Lender hereunder or
shall retain, free of any such assignment, an amount of its Commitment of not
less than $5,000,000, and (e) the parties to such assignment shall execute and
deliver to the Agent, for recording in the Register (as hereinafter defined),
an Assignment and Acceptance, substantially in the form of Exhibit E hereto (an
“Assignment and Acceptance”) , together with any Notes subject to such
assignment.   Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
(5) Business Days after the execution thereof, (i) the assignee thereunder
shall be a party hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder, and (ii) the
assigning Lender shall, to the extent provided in such assignment and upon
payment to the Agent of the registration fee referred to in §19.3, be released
from its obligations under this Agreement. Notwithstanding the foregoing, Fleet
National Bank agrees that at all times during which it is the Agent hereunder,
so long as no Default or Event of Default has occurred and is continuing, it
shall not reduce its Commitment to less than $26,000,000 (which number will be
reduced in proportion to any pro rata reduction in the Total Commitment
pursuant to §2.2(c)).


 


§19.2.                 Certain Representations and
Warranties; Limitations; Covenants.  By executing and delivering an Assignment
and Acceptance, the parties to the assignment thereunder confirm to and agree
with each other and the other parties hereto as follows: (a) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
the other Loan Documents or any other instrument or document furnished pursuant
hereto; (b) the assigning Lender makes 


 


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no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or any other Person
primarily or secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower or any other Person primarily or
secondarily liable in respect of any of the Obligations of any of their
obligations under this Agreement or any of the other Loan Documents or any
other instrument or document furnished pursuant hereto or thereto; (c) such
assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statements referred to in §6.4 and §7.4 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(d) such assignee will, independently and without reliance upon the assigning
Lender, the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement, (e) such
assignee represents and warrants that it is an Eligible Assignee; (f) such
assignee appoints and authorizes the Agent to take such action as “Agent” on
its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto; (g) such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender; and (h) such assignee represents and warrants that it is
legally authorized to enter into such Assignment and Acceptance.


 


§19.3                    Register. 
The Agent shall maintain a copy of each Assignment and Acceptance
delivered to it and a register or similar list (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitment
Percentages of, and principal amount of the Loans owing to the Lenders from
time to time. The entries in the Register shall be conclusive, in the absence
of manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower and the Lenders at any reasonable time and from time to time upon
reasonable prior notice.  From and after
the Effective Date, upon each such recordation, the assigning Lender agrees to
pay to the Agent a registration fee in the sum of $3,500.00. The Agent may,
without action by any other party, amend Schedules 1 and 1.2 hereof to reflect
the recording of any such assignments and shall immediately forward a copy of
any such amendment to Borrower and each Lender.


 


§19.4.                 New
Notes.  Upon its receipt
of an Assignment and Acceptance executed by the parties to such assignment,
together with each Note subject to such assignment, the Agent shall (a) record
the information contained therein in the Register, and (b) give prompt notice
thereof to the Borrower and the Lenders (other than the assigning Lender).
Within five (5) Business Days after receipt of such notice, the Borrower, at
its own expense, shall execute and deliver to the Agent, in exchange for each
surrendered Note, a new Note to the order of such Eligible Assignee in an
amount equal to the amount assumed by such Eligible Assignee pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained some
portion of its Loans hereunder, a new Note to the order of the assigning Lender
in an amount equal to the amount retained by it hereunder. Such new Notes shall
provide that they are replacements for the surrendered Notes and that they do
not constitute a novation, shall be in an aggregate principal amount equal to
the aggregate principal amount of the surrendered Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the 


 


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form of the assigned Notes. 
Within five (5) days of issuance of any new Notes pursuant to this
§19.4, the Borrower shall deliver an opinion of counsel, addressed to the
Lenders and the Agent, relating to the due authorization, execution and
delivery of such new Notes and the legality, validity and binding effect
thereof, and that the Obligations evidenced by the new Notes have the same
validity and enforceability as if given on the Effective Date, in form and
substance reasonably satisfactory to the Lenders who are the holders of such
new Notes. The surrendered Notes shall be held by the Agent in escrow and shall
be deemed cancelled and returned to the Borrower simultaneously upon the
issuance and receipt by the Agent of, and in exchange for, the New Notes.


 


§19.5.                 Participations.  Each Lender may sell participations to one or more banks or other
entities (any such entity, a “Participant”) of all or a portion of such
Lender’s rights and obligations under this Agreement and the other Loan
Documents; provided that (a) the Agent shall have given its prior written
consent to such participation, which consent shall not be unreasonably withheld
or delayed, except that any Lender may sell participations to its Affiliated
Lenders without such consent, (b) each such participation, other than
participations to its Affiliated Lenders or to another Lender hereunder, shall
be in an amount of not less than $5,000,000, (c) any such sale or participation
shall not affect the rights and duties of the selling Lender hereunder to the
Borrower and the Lender shall continue to exercise all approvals, disapprovals and
other functions of a Lender, (d) the only rights granted to the Participant
pursuant to such participation arrangements with respect to waivers, amendments
or modifications of the Loan Documents shall be the rights to approve the vote
of the Lender as to waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans, extend the term or increase the
amount of the Commitment of such Lender as it relates to such Participant,
reduce the amount of any fees to which such Participant is entitled or extend
any regularly scheduled payment date for principal or interest, and (e) no
Participant which is not a Lender hereunder shall have the right to grant
further participations or assign its rights, obligations or interests under
such participation to other Persons without the prior written consent of the
Agent. The Agent shall promptly advise the Borrower in writing of any such sale
or participation.


 


§19.6.                 Pledge by Lender.  Any Lender may at any time pledge all or any
portion of its interest and rights under this Agreement (including all or any
portion of its Note) to any of the twelve Federal Reserve Banks organized under
§4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the
enforcement thereof shall release the pledgor Lender from its obligations
hereunder or under any of the other Loan Documents.


 


§19.7.                 No Assignment by Borrower.  Neither the Borrower nor any Guarantor shall
assign or transfer any of its rights or obligations under any of the Loan Documents
without the prior written consent of each of the Lenders, and any such
attempted assignment shall be null and void.


 


§19.8.                 Disclosure. 
(a)  Each of the Borrower and the
Guarantors agrees that in addition to disclosures made in accordance with
standard banking practices any Lender may disclose information obtained by such
Lender pursuant to this Agreement to assignees or participants and potential
assignees or participants hereunder.


 


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(b)  The Borrower, the Company and each Guarantor
(and each employee, representative or other agent of each of the foregoing) may
disclose to any and all persons without limitation of any kind, the U.S. tax
treatment and U.S. tax structure of this Agreement and the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Borrower, the Company or any Guarantor
relating to such U.S. tax treatment and U.S. tax structure.


 


§20.                          NOTICES, ETC.  Except as otherwise expressly provided in this Agreement, all
notices and other communications made or required to be given pursuant to this
Agreement or the Notes shall be in writing and shall be delivered in hand,
mailed by United States registered or certified first class mail, postage
prepaid, sent by overnight courier, or sent by telegraph, telecopy, telefax or
telex and confirmed by delivery via courier or postal service, addressed as
follows:


 


(a)  if to the
Borrower, the Company or any of the Guarantors, at SL Green Operating
Partnership, L.P., 420 Lexington Avenue, New York, New York 10170 (telecopy
number 212-216-1785), Attention: Chief Financial Officer and General Counsel,
with a copy to Robert Ivanhoe, Esq., Greenberg Traurig, 200 Park Avenue, New
York, New York 10166 (telecopy number 212-801-6400), or at such other address
for notice as the Borrower shall last have furnished in writing to the Agent;
and


 


(b)  if to the
Agent, at 100 Federal Street, Boston, Massachusetts 02110, Attention:
Structured Real Estate, or such other address for notice as the Agent shall
last have furnished in writing to the Borrower.


 


(c)  if to any
Lender, at such Lender’s address set forth on Schedule 1, hereto, or such other
address for notice as such Lender shall have last furnished in writing to the
Person giving the notice.


 


Any such notice or demand shall be deemed to have been
duly given or made and to have become effective (i) if delivered by hand,
overnight courier or facsimile to a responsible officer of the party to which
it is directed, at the time of the receipt thereof by such officer or the
sending of such facsimile and (ii) if sent by registered or certified
first-class mail, postage prepaid, on the third Business Day following the
mailing thereof.


 


§21.                          GOVERNING LAW; CONSENT TO
JURISDICTION AND SERVICE.  THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF SUCH STATE. EACH OF THE BORROWER,  THE GUARANTORS, THE AGENT AND THE LENDERS
AGREES THAT ANY SUIT BY IT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE CITY OF NEW YORK,
STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND BORROWER CONSENTS TO
THE 


 


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NONEXCLUSIVE JURISDICTION OF SUCH COURT FOR ANY SUIT BY AGENT OR ANY
LENDER AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER
BY MAIL AT THE ADDRESS SPECIFIED IN §20. EACH OF THE BORROWER, THE GUARANTORS,
THE AGENT AND THE LENDERS HEREBY WAIVE ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT. IN ADDITION TO THE COURTS OF THE CITY
OF NEW YORK, STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT
OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE
ANY COLLATERAL EXISTS AND EACH OF THE BORROWER, THE GUARANTORS, THE AGENT AND
THE LENDERS CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURT AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER, THE
GUARANTORS, THE AGENT AND THE LENDERS BY MAIL AT THE ADDRESS SPECIFIED IN §20.


 


§22.                          HEADINGS. 
The captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.


 


§23.                          COUNTERPARTS.  This Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when so executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.


 


§24.                          ENTIRE AGREEMENT.  The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding
of the parties with respect to the transactions contemplated hereby. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in §26.


 


§25.                          WAIVER OF JURY TRIAL AND CERTAIN
DAMAGE CLAIMS. 
EACH OF THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE
OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY
PROHIBITED BY LAW, EACH OF THE BORROWER AND THE GUARANTORS HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE BORROWER
AND THE GUARANTORS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
THE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT
OR SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE 


 


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OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS,
THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.


 


§26.                          CONSENTS,
AMENDMENTS, WAIVERS, ETC.


 


Except as otherwise specifically set forth herein or
in any other Loan Document, any consent or approval required or permitted by
this Agreement may be given, and any term of this Agreement or of any other
instrument related hereto or mentioned herein may be amended, and the performance
or observance by the Borrower and the Guarantors of any terms of this Agreement
or such other instrument or the continuance of any Default or Event of Default
may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Majority Lenders, and, in the case of amendments, with the written consent of
the Borrower other than amendments to schedules made in the ordinary course as
contemplated by this Agreement. Notwithstanding the foregoing, (i) the rate of
interest on, and the term or amount of, the Notes or the date of any payment
due hereunder or thereunder, (ii) the amount of the Commitments of the Lenders
(other than changes in Commitments pursuant to Assignments under §19 or
pursuant to changes in the Total Commitment under §2.2), (iii) the amount of
any fee payable to a Lender hereunder, (iv) any provision herein or in any of
the Loan Documents which expressly requires consent of all the Lenders
(including this §26), (v) the funding provisions of §2.5 and §2.7 hereof, (vi)
the rights, duties and obligations of the Agent specified in §14 hereof, and
(vii) the definitions of Majority Lenders or Requisite Lenders, may not be
amended or compliance therewith waived without the written consent of each
Lender affected thereby, nor may the Agent release the Borrower or any
Guarantor from its liability with respect to the Obligations (other than
pursuant to § 18.8), without first obtaining the written consent of all the
Lenders.  Unless otherwise directed by
the Agent, any request for amendment or waiver shall be made on no less than
ten (10) Business Days notice to the Lenders. Unless otherwise directed by the
Agent, the failure of a Lender to respond to a request for waiver or amendment
shall be deemed to constitute such Lender’s consent to such waiver or amendment
requested (unless such waiver or amendment requires the consent of all
Lenders).  No waiver shall extend to or
affect any obligation not expressly waived or impair any right consequent
thereon. No course of dealing or delay or omission on the part of the Agent or
any Lender in exercising any right shall operate as a waiver thereof or
otherwise be prejudicial thereto. No notice to or demand upon the Borrower
shall entitle the Borrower to other or further notice or demand in similar or
other circumstances.


 


§27.                          SEVERABILITY.  The provisions of this Agreement are severable, and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction,
and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.


 


§28.                          ACKNOWLEDGMENTS.  Each of the Borrower and the Guarantors
hereby acknowledges that: (i) neither the Agent nor any Lender has any
fiduciary relationship with, or fiduciary duty to, the Borrower and the
Guarantors arising out of or in connection with this Agreement or any of the
other Loan Documents; (ii) the relationship in connection herewith 


 


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between the Agent and the Lenders, on the one hand, and the Borrower
and each Guarantor, on the other hand, is solely that of debtor and creditor
and (iii) no joint venture or partnership among any of the parties hereto is
created hereby or by the other Loan Documents, or otherwise exists by virtue of
the Facility or the Loans.


 


§29.                          CONSENT TO AMENDMENT
AND RESTATEMENT; TRANSITIONAL ARRANGEMENTS.


 


§29.1.                 Existing Credit Agreement Superseded.  
This Agreement shall supersede the Existing Credit Agreement in its
entirety, except as provided in this § 29.  On the Effective Date, the rights and obligations of the parties
under the Existing Credit Agreement and the “Notes” defined therein shall be
subsumed within and be governed by this Agreement and the Notes, provided,
however, that any of the “Loans” (as defined in the Existing Credit
Agreement) outstanding under the Existing Credit Agreement shall, for purposes
of this Agreement, be Loans hereunder. 
This Agreement is given as a substitution of, and not as a payment of,
the obligation of Borrower under the Existing Credit Agreement and is not
intended to constitute a novation of the Existing Credit Agreement.  The Lenders’ interests in such Loans shall
be reallocated on the Effective Date in accordance with each Lender’s applicable
Commitment Percentage in order that, after giving effect thereto, the Lenders
shall have outstanding Loans representing their portion of the Total
Commitment, as described on Schedule 1.2, and the Lenders shall make
appropriate payments to each other in order to accomplish such reallocation.  In connection therewith, the Borrower shall
compensate and indemnify the Lenders as provided in §4.8 of the Existing Credit
Agreement as if such payments by the Lenders to each other were prepayments by
the Borrower of the “Loans” (as defined in the Existing Credit Agreement)
outstanding under the Existing Credit Agreement.


 


§29.2.                 Return and Cancellation of Notes.  Upon
its receipt of the Notes to be delivered hereunder on the Effective Date, each
Lender will promptly return to Borrower, marked “Cancelled” or “Replaced”, the
notes of Borrower held by such Lender pursuant to the Existing Credit
Agreement.


 


§29.3.                 Interest and Fees under the Existing Agreement.  All
interest and all commitment, facility and other fees and expenses that have
accrued before the date hereof under or in respect of the Existing Credit
Agreement shall be calculated as of the Effective Date (prorated in the case of
any fractional periods), and Borrower shall continue to be liable in respect of
such amounts to the Lenders party to the Existing Credit Agreement and to
Agent, in accordance with the Existing Credit Agreement, as if the Existing
Credit Agreement were still in effect.


 


§29.4.                 Assignment of Certain Loans.  In order to effectuate the provisions of
this Agreement and in particular this §29, each of Citicorp Real Estate, Inc.,
Citicorp North America, Inc., the Borrower and the Agent acknowledge and agree
that Citicorp Real Estate, Inc. hereby
irrevocably sells, assigns and delegates to Citicorp North America, Inc.
without recourse to the Assignor, and Citicorp
North America, Inc. hereby purchases and
assumes from Citicorp Real Estate, Inc., without recourse to and without representation or warranty by Citicorp
Real Estate, Inc., a one hundred per cent
(100%) interest in and to all of Citicorp Real Estate, Inc.’s rights and obligations under and in respect of
Citicorp Real Estate, Inc.’s
Commitment and Loans and its Note and related rights and obligations under the
Existing Credit Agreement, this Agreement and 


 


77

















 


the other Loan Documents.  Citicorp North America, Inc. (a) confirms that it has received a copy of this
Agreement, together with copies of the financial statements referenced herein
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement; (b)
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 Borrower without the intervention of Citicorp
Real Estate, Inc., the Agent or any other
Person; (c) acknowledges and agrees that it will perform in accordance with
their terms all of the obligations that, by the terms of any Loan Document, are
required to be performed by it as a Lender; (d) agrees that it will,
independently and without reliance upon Citicorp Real Estate, Inc., the Agent or any other Person which is or 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 this
Agreement; (e) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are delegated
to the Agent by the terms thereof, together with such powers under this
Agreement as are incidental thereto; (f) agrees that it will be bound by the
provisions of this Agreement and will perform in accordance with its terms all
the obligations which by the terms of this 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 this
Agreement to deliver the forms prescribed by the Internal Revenue Service of
the United States certifying as to its exemption from United States withholding taxes with respect to all
payments to be made to it under this
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;
(g) confirms that it is an Eligible Assignee; (h) acknowledges and agrees that
neither Citicorp Real Estate, Inc. nor
the Agent nor any Lender makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations
made in or in connection with any Loan Document or any other instrument or
document furnished pursuant thereto or the authorization, execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan
Document or any other instrument or document furnished pursuant thereto; and
(i) acknowledges and agrees that neither Citicorp Real Estate, Inc. nor the Agent nor any Lender makes any
representation or warranty or assumes any responsibility with respect to the
financial condition or creditworthiness of the Borrower, the Guarantor or any
other Person or the performance or observance by the Borrower, the Guarantor or
any other Person of any obligations under any Loan Document or any other
instrument or document furnished pursuant thereto.


 


78

















 


IN WITNESS WHEREOF, the undersigned have duly executed
this Agreement as a sealed instrument as of the date first set forth above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN OPERATING PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  SL GREEN
  REALTY CORP., its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN REALTY CORP.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW GREEN 1140 REALTY LLC,

  
	
   

  	
  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
								



 


79

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SLG 17 BATTERY LLC,

  
	
   

  	
  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SL GREEN MANAGEMENT LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
								



 


80

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SLG IRP REALTY LLC,

  
	
   

  	
  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 286 MADISON LLC,

  
	
   

  	
  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
								



 


81

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 1370 BROADWAY LLC,

  
	
   

  	
  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 292 MADISON LLC,

  
	
   

  	
  a New York limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
								



 


82

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 110 EAST 42nd LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 1372 BROADWAY LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 1466 BROADWAY LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
							



 


83

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 440 NINTH LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREEN 470 PAS LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL Green Operating Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


84

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK

  
	
   

  	
  As Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


85

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  BANK LEUMI USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


86

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Anthony A. Filorimo

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
							



 


87

















 


 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  With respect to 
  §29.4 only:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CITICORP REAL ESTATE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


88

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


89

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  COMMERZBANK AG, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


90

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


91

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  EUROHYPO AG, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


92

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


93

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LANDESBANK
  SCHLESWIG-HOLSTEIN GIROZENTRALE, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


94

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


95

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WACHOVIA BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


96

















 


	
   

  	
   

  	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


97

















 


EXHIBIT
A


 


FORM OF REVOLVING LOAN
NOTE


 


	
  Lender:

  	
  New York, New York

  
	
  Commitment: $

  	
  March     , 2003

  



 


FOR VALUE RECEIVED, the undersigned, SL GREEN
OPERATING PARTNERSHIP, L.P., a limited partnership duly organized and validly
existing under the laws of the State of Delaware (the “Borrower”), hereby
unconditionally promises to pay, in accordance with, and subject to, the
provisions of the Credit Agreement (as hereinafter defined), to the order of
the Lender stated above (the “Lender”) at the office of Fleet National Bank,
located at 100 Federal Street, Boston, Massachusetts 02110, in lawful money of
the United States of America and in immediately available funds, on the
Maturity Date a principal amount equal to the lesser of (a) the Commitment
stated above and (b) the aggregate outstanding principal amount of the Loans
from time to time made by the Lender to the Borrower pursuant to the Credit
Agreement as hereinafter defined.  The
Borrower further agrees 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, which shall be attached hereto and made a part
hereof, the date, type and amount of the Loans made by the Lender 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 LIBOR 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 the Loans 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 March
17, 2003 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, the Guarantors signatory thereto, the
Lenders signatory thereto, and Fleet National Bank, as Administrative Agent for
the Lenders, and is subject to the provisions of the Credit Agreement and (b)
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, except as otherwise expressly provided in the Credit Agreement.


 


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


 


[The remainder of this
page is intentionally left blank]


 


2

















 


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


 


	
   

  	
  SL GREEN OPERATING PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


3

















 


SCHEDULE 1


 To REVOLVING LOAN NOTE


 


LOANS, CONVERSIONS
AND PAYMENTS OF BASE RATE LOANS


 


	
  Date

  	
   

  	
  Amount of

  Base Rate

  Loans

  	
   

  	
  Amount of

  Principal

  Repaid

  	
   

  	
  Amount Of

  Base Rate

  Loans

  Converted

  to LIBOR

  Rate Loans

  	
   

  	
  Unpaid

  Principal

  Balance Of

  Base Rate

  Loans

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


SCHEDULE 1


To REVOLVING LOAN
NOTE


 


LOANS, CONVERSIONS
AND PAYMENTS OF LIBOR RATE LOANS


 


	
  Date

  	
   

  	
  Amount of

  LIBOR Rate

  Loans

  	
   

  	
  Amount of

  Principal

  Repaid

  	
   

  	
  Amount Of

  LIBOR Rate

  Loans

  Converted

  to Base

  Rate Loans

  	
   

  	
  Unpaid

  Principal

  Balance Of

  LIBOR Rate

  Loans

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5

















 


EXHIBIT
B


 


FORM OF LOAN REQUEST


 


, 2003


 


Fleet National Bank


100 Federal Street


Boston, Massachusetts 02110


 


Attention: 
[          
          ]


 


Re:                               Amended
and Restated Revolving Credit and Guaranty Agreement, dated as of March 17,
2003 (as amended or supplemented from time to time, the “Credit Agreement”),
among SL Green Operating Partnership, L.P., as Borrower, SL Green Realty Corp
and certain of its subsidiaries signatory thereto, as Guarantors, the Lenders
signatory thereto, and Fleet National Bank, as Administrative 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 herein shall have
the respective meanings ascribed thereto in the Credit Agreement).  The 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
Borrowing Date of the proposed Borrowing is
                    ,
        .


 


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


 


3.                                       The
proposed Borrowing is to be comprised of
$                       
of [LIBOR Rate] [Base Rate] Loans.


 


4.                                       The
duration of the Interest Period for the Loan, if a LIBOR Rate Loan, shall be
[seven days or one, two or three 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 to the proposed Borrowing:


 


6

















 


(a)                                  except
as otherwise disclosed to the Agent in writing, the representations and
warranties contained in Section 6 of the Credit Agreement and in the other Loan
Documents are true and correct in all material respects as though 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 in all
material respects as of such date);


 


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


 


(c)                                  The
proposed Borrowing will not cause the aggregate principal amount of Outstanding
Obligations to exceed the Maximum Credit Amount.


 


The Borrower represents and warrants, as of the date
hereof, that after giving effect to the Borrowing requested above, all the
requirements contained in Section 11 of the Credit Agreement are satisfied.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  SL GREEN OPERATING PARTNERSHIP, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  SL GREEN REALTY CORP.,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
												



 


7

















 


EXHIBIT C


 


COMPLIANCE
CERTIFICATE


 


This
COMPLIANCE CERTIFICATE is delivered
pursuant to that certain Amended and Restated Revolving Credit and
Guaranty Agreement, dated as of March 17, 2003 (as amended or supplemented from
time to time, the “Credit Agreement”), among SL Green Operating Partnership,
L.P., as Borrower, SL Green Realty Corp and certain of its subsidiaries
signatory thereto, as  Guarantors, the
Lenders signatory thereto, Fleet National Bank, as Administrative Agent for the
Lenders.  Capitalized terms not defined herein shall have the same meanings
ascribed thereto in the Credit Agreement.


 


1.                                       The Company is the sole general partner of the
Borrower.


 


2.                                       The individual executing this Certificate is the
duly qualified president of the Company and is executing this Certificate on
behalf of the Company and the Borrower, provided, however, that such individual
shall incur no personal liability by reason of the execution of this
Certificate.


 


3.                                       The undersigned has reviewed the terms of the
Credit Agreement and has made a review of the transactions, financial condition
and other affairs of the Company, the Borrower, each Guarantor and each of
their respective Subsidiaries as
                ,
200    and the undersigned has no knowledge of the existence, as
of the date hereof, of any condition or event which (i) renders untrue or
incorrect, in any material respect, any of the representations and warranties
contained in Article 6 of the Credit Agreement (it being understood and agreed
that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct only as of such
specified date), except as set forth in Schedule II hereto or as otherwise
disclosed to the Agent in writing, or (ii) constitutes a Default or Event of
Default as of the date hereof.


 


4.                                       Schedule I attached hereto accurately and completely sets forth the
financial data, computations and other matters required to establish compliance
with the criteria set forth in the defined terms and the following sections of
the Credit Agreement:


 


(a)                                  Value
of All Unencumbered Assets (Section 9.1):


 


(b)                                 Minimum
Debt Service Coverage (Section 9.2):


 


(c)                                  Total
Debt to Total Assets (Section 9.3):


 


(d)                                 Maximum
Secured Indebtedness; Secured Recourse Indebtedness (Section 9.4):


 


8

















 


(e)                                  Minimum
Tangible Net Worth (Section 9.5)


 


(f)                                    Unencumbered
Asset Adjusted Net Operating Income to Assumed Debt Service (Section 9.6)


 


(g)                                 Adjusted
EBITDA to Fixed Charges (Section 9.7)


 


(h)                                 Aggregate
Occupancy Rate (Section 9.8)


 


(i)                                     Distributions
(Section 8.6)


 


(j)                                     Interest
Rate Protection (Section 7.18).


 


5.                                       No Default or Event of Default has occurred and
is continuing.


 


The
Agent and the Lenders and their respective successors and assigns may rely on
the truth and accuracy of the foregoing in connection with the extensions of
credit to the Borrower and the Company pursuant to the Credit Agreement.


 


[The remainder of this
page is intentionally left blank]


 


9

















 


IN WITNESS WHEREOF, the  undersigned has executed
this Compliance Certificate on behalf of the Company and Borrower
this        day
of             ,
200   .


 


	
   

  	
   

  	
   

  	
  SL GREEN REALTY CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SL GREEN OPERATING
  PARTNERSHIP, L. P.

  
	
   

  	
   

  	
   

  	
   

  	
  By:  SL GREEN REALTY CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
								



 


10

















 


EXHIBIT
D


 


FORM OF LETTER OF CREDIT
REQUEST


 


	
  No.  (1)

  	
                         ,          

  



 


Fleet National Bank


100 Federal Street


Boston, Massachusetts 02110


 


Attention: 
[                          ]


 


[Name and address of Issuing Bank]


 


Re:                               Amended
and Restated Revolving Credit and Guaranty Agreement, dated as of March 17,
2003 (as amended or supplemented from time to time, the “Credit Agreement”),
among SL Green Operating Partnership, L.P., as Borrower, SL Green Realty Corp
and certain of its subsidiaries signatory thereto, as Guarantors, the Lenders
signatory thereto, and Fleet National Bank, as Administrative 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 herein shall have
the respective meanings ascribed thereto in the Credit Agreement).


 


The undersigned 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
                         ,          
(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:


 


11

















 


(a)                                  except
as set forth in the schedules attached hereto, the representations and
warranties contained in Section 6 of the Credit Agreement and in the other Loan
Documents are true and correct in all material respects 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 in all
material respects as of such date);


 


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


 


(c)                                  The
proposed Letter of Credit will not cause the aggregate principal amount of all
Outstanding Obligations to exceed the combined Maximum Credit Amount.


 


The undersigned Borrower
represents and warrants, as of the date hereof, that after giving effect to the
Letter of Credit requested above, all the requirements contained in Section 2.9
of the Credit Agreement are satisfied.


 


	
   

  	
  SL GREEN OPERATING PARTNERSHIP, L.P.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  SL Green Realty Corp.,

  
	
   

  	
   

  	
  Its General Partner

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	 

	
   

  	
  Title:

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	 

	
   

  	
  Title:

  	 

							



 












(1)                                  Letter
of Credit Request Number


 


(2)                                  Describe
Indebtedness, if any, 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 five
days prior to the Maturity Date.


 


12

















 


EXHIBIT E


 


FORM OF
ASSIGNMENT AND ACCEPTANCE


 


Reference
is made to the Amended and Restated Revolving
Credit and Guaranty Agreement, dated as of March 17, 2003 (as amended or
supplemented from time to time, the “Credit Agreement”), among SL Green
Operating Partnership, L.P., as Borrower, SL Green Realty Corp. and certain of
its subsidiaries signatory thereto, as Guarantors, and Fleet National Bank, as
Administrative Agent for the Lenders. 
Capitalized terms used herein and not otherwise defined herein 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 to
and without representation or warranty by the Assignor except as otherwise
specifically set forth in Section 2 below, a $                      
(1) interest in and to all of the
Assignor’s rights and obligations under and in respect of Assignor’s Commitment
and Loans and its Note set forth on Schedule I hereto (the “Assigned Loan”) and
related rights and obligations under the Credit Agreement and other Loan
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, any other Loan Document or any other instrument or document
furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Loan 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
such adverse claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of Borrower or Guarantor
or the performance or observance by Borrower or Guarantor of their respective
obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or


 












(1)  The
minimum amount that may be assigned is equal to the lesser of (i) $5,000,000 or
(ii) the Commitment of the Assignor as determined in accordance with the Credit
Agreement.


 


13

















 


thereto; and (c) attaches the
Note evidencing the Assigned Loan and requests that the Administrative Agent
exchange such Note for [(i)]a new Note, dated                   ,          , in the principal amount of $                   payable to the order of the Assignee[, and (ii)
a new Note, dated                              , in the principal amount of $                  
payable to the order of the Assignor].


 


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 Borrower without the intervention of the Assignor, the Agent 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
Loan Document, are required to be performed by it as a Lender; (e) agrees that
it will, independently and without reliance upon the Assignor, the Agent or any
other Person which is or 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
Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement as are delegated to the Agent 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 the Credit Agreement to deliver the
forms prescribed by the Internal Revenue Service of the United States
certifying as to 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 that the Assignee is an “Eligible Assignee” under the terms of the
Credit Agreement; (i) acknowledges and agrees that neither the Assignor nor the
Agent makes any representation or warranty or assumes any responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or any other instrument or document furnished
pursuant thereto or the authorization, execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document or any
other instrument or


 


14

















 


document furnished pursuant
thereto; and (j) acknowledges and agrees that neither the Assignor nor the
Agent makes any representation or warranty or assumes any responsibility with
respect to the financial condition or creditworthiness of the Borrower, the
Guarantor or any other Person or the performance or observance by the Borrower,
the Guarantor or any other Person of any obligations under any Loan Document or
any other instrument or document furnished pursuant thereto.


 


4.                                       The effective date for this Assignment and
Acceptance shall be                               (the “Effective Date”).(2)  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
Assignor or the Assignee shall pay to the Administrative Agent a $3,500
registration fee].  Following such
payment, and acceptance by the Administrative Agent of this Assignment and
Acceptance, a photostatic copy hereof shall be delivered to the Borrower and
the Administrative Agent.  Within five
(5) Business Days after the Borrower’s receipt of such photostatic copy, the
Borrower shall execute and deliver to the Administrative Agent the new Note or
Notes to be held in escrow by the Administrative Agent pending release of the
Note (in the appropriate outstanding principal amount) evidencing the Assigned
Loan to the Borrower.  The
Administrative Agent shall deliver the new Note or Notes to the payee(s)
thereof, shall mark the Note evidencing the Assigned Loan as “replaced” and
shall deliver the same to the Borrower.


 


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


 












(2)                                  The
requested effective date must be at least five Business Days after the
execution of this Assignment and Acceptance.


 


15

















 


(b)                                 The
Assignor, to the extent provided in this Assignment and Acceptance, shall
relinquish its rights (except as provided in the Credit Agreement) 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 Loan Documents, the Assignor shall
cease to be a Lender under the Loan Documents, except as provided in the Credit
Agreement).


 


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 Agent, each Lender and the Borrower,
which written notice shall include the addresses and related information with
respect to the Assignee.


 


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, ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT
TO THIS ASSIGNMENT AND ACCEPTANCE, OR THE VALIDITY, INTERPRETATION, OR
ENFORCEMENT THEREOF.


 


16

















 


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

                    
  ,            

  
	
   

  	
   

  
	
   

  	
   

  
	
  FLEET NATIONAL BANK,

  	
   

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
											



 


17

















 


SCHEDULE 1


 


Lenders; Domestic and
LIBOR Lending Offices


 


FLEET NATIONAL BANK


100 Federal Street


Boston, Massachusetts 02110


Attn:                    Structured
Real Estate


Fax:                           (617)
434-0645


Tel:                            (617)
434-2738


 


BANK LEUMI USA


562 Fifth Avenue


New York, New York 10036


Attn:                    Frederick
Wilhelm, Vice President


Fax:                           (212)
626-1239


Tel:                            (212)
626-1240


 


THE BANK OF NEW YORK


One Wall Street, 21st Floor


New York, New York 10286


Attn:                    Anthony
Filorimo, Vice President


Fax:                           (212)
809-9526


Tel:                            (212)
635-7519


 


CITICORP NORTH AMERICA, INC.


390 Greenwich Street


New York, New York 10013


Attn:                    Michael
P. Psyllos, Vice President


Fax:                           (212)
723-8380


Tel:                            (212)
723-6789


 


COMERICA BANK


500 Woodward Avenue


Detroit, Michigan 48226


Attn:                    Scott
Helmer, Vice President


Fax:                           (313)
222-9295


Tel:                            (313)
222-5717


 


COMMERZBANK AG, NEW YORK BRANCH


2 World Financial Center


New York, New York 10281


Attn:                    David
Schwarz, Senior Vice President


Fax:                           (212)
266-7565


Tel:                            (212)
266-7632


 


18

















 


DEUTSCHE BANK TRUST COMPANY AMERICAS


31 West 52nd Street, 7th Floor


New York, New York 10019


Attn:                    Linda
Wang, Vice President


Fax:                           (646)
324-7450


Tel:                            (646)
324-2114


 


EUROHYPO AG, NEW YORK BRANCH


1114 Avenue of the Americas, 29th Floor

New York, New York 10036


Attn:                    Alfred
R. Koch, Director


Fax:                           (212)
479-5800


Tel:                            (212)
479-5705


 


KEYBANK NATIONAL ASSOCIATION


127 Public Square


Cleveland, Ohio 44114


Attn:                    Timothy
J. Mertens, Vice President


Fax:                           (917)
368-2370


Tel:                            (917)
368-2390


 


LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE,


NEW YORK BRANCH


590 Madison Avenue, 28th Floor


New York, New York 10022-2540


Attn:                    Gabi
Shields, Assistant Vice President


Fax:                           (212)
407-6033


Tel:                            (212)
407-6025


 


PNC BANK, NATIONAL ASSOCIATION


2 Tower Center Boulevard, 18th Floor


East Brunswick, New Jersey 00816


Attn:                    Thomas
Nastarowicz, Vice President


Fax:                           (732)
220-3744


Tel:                            (732)
220-3542


 


WACHOVIA BANK NATIONAL ASSOCIATION


301 South College Street, NC0172


Charlotte, North Carolina 28288


Attn:                    Rex
Rudy


Fax:                           (704)
383-6205


Tel:                            (704)
383-6506


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


40 West 57th Street, 22nd Floor


 


19

















 


New York, New York 10019


Attn:                    Christopher
B. Wilson, Vice President


Fax:                           (212)
581-0979


Tel:                            (212)
315-7425


 


20

















 


SCHEDULE 1.1


 


UNENCUMBERED ASSETS


 


	
   

  	
   

  	
  ASSET

  	
   

  	
  OWNERSHIP

  
	
  1.

  	
   

  	
  1372 Broadway, New York, New York

  	
   

  	
  Green 1372 Broadway LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  1140 Avenue of the Americas, New York, New York
  (leasehold).

  	
   

  	
  New Green 1140 Realty LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  1466 Broadway, New York, New York

  	
   

  	
  Green 1466 Broadway LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  440 Ninth Avenue, New York, New York

  	
   

  	
  Green 440 Ninth LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Condominium Units known as the Commercial Unit, as
  set forth in the Declaration of Condominium and By-Laws of the Home Savings
  of America New York Headquarters Condominium, and located in the building
  known as 110 East 42nd Street, New York, New York

  	
   

  	
  Green 110 East 42nd LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Condominium Unit #3, as set forth in the Declaration
  of Condominium and By-Laws, and located in the building known as 17 Battery
  Place (North Building), New York, New York

  	
   

  	
  SLG 17 Battery LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  470 Park Avenue South, New York, New York

  	
   

  	
  Green 470 PAS LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  1370 Broadway, New York, New York

  	
   

  	
  Green 1370 Broadway LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  292 Madison Avenue, New York, New York

  	
   

  	
  Green 292 Madison LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  286 Madison Avenue, New York, New York

  	
   

  	
  Green 286 Madison LLC

  



 


21

















 


SCHEDULE 1.2


 


Commitments and
Commitment Percentages


 


	
  Financial
  Institution

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fleet National
  Bank

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  Commerzbank AG,
  New York Branch

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  Wells Fargo
  Bank, National Association

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  Wachovia Bank
  National Association

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  KeyBank National
  Association

  	
   

  	
  $

  	
  26,000,000

  	
   

  	
  8.6667

  	
  %

  
	
  The Bank of New
  York

  	
   

  	
  $

  	
  26,000,000

  	
   

  	
  8.6667

  	
  %

  
	
  EuroHypo AG, New
  York Branch

  	
   

  	
  $

  	
  26,000,000

  	
   

  	
  8.6667

  	
  %

  
	
  Citicorp North
  America, Inc.

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  6.8333

  	
  %

  
	
  PNC Bank,
  National Association

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  6.8333

  	
  %

  
	
  Landesbank
  Schleswig-Holstein Girozentrale, New York Branch

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  6.8333

  	
  %

  
	
  Deutsche Bank
  Trust Company Americas

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  6.8333

  	
  %

  
	
  Bank Leumi USA

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  3.3333

  	
  %

  
	
  Comerica Bank

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  3.3333

  	
  %

  



 


22

















 


SCHEDULE 1.3


 


RELATED COMPANIES,
GUARANTOR


SUBSIDIARIES AND
UNCONSOLIDATED ENTITIES


 


	
  A.

  	
   

  	
  Related Companies:

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Entity

  	
   

  	
  %
  Directly/Indirectly

  Owned by Borrower

  	
   

  
	
  1.

  	
   

  	
  New Green 673 Realty LLC

  	
   

  	
  100

  	
   

  
	
  2.

  	
   

  	
  New Green 50W23 Realty LLC

  	
   

  	
  100

  	
   

  
	
  3.

  	
   

  	
  New Green 1140 Realty LLC

  	
   

  	
  100

  	
   

  
	
  4.

  	
   

  	
  Green W. 57th St., LLC

  	
   

  	
  100

  	
   

  
	
  5.

  	
   

  	
  Green 292 Madison LLC

  	
   

  	
  100

  	
   

  
	
  6.

  	
   

  	
  Green 290 Madison LLC

  	
   

  	
  100

  	
   

  
	
  7.

  	
   

  	
  Green 286 Madison LLC

  	
   

  	
  100

  	
   

  
	
  8.

  	
   

  	
  Green 1414 Manager LLC

  	
   

  	
  100

  	
   

  
	
  9.

  	
   

  	
  Green 1414 Property LLC

  	
   

  	
  99.5

  	
   

  
	
  10.

  	
   

  	
  Green 70W36 Manager LLC

  	
   

  	
  100

  	
   

  
	
  11.

  	
   

  	
  Green 70W36 Property LLC

  	
   

  	
  99.5

  	
   

  
	
  12.

  	
   

  	
  SLG Graybar Sublease Corp.

  	
   

  	
  0

  	
   

  
	
  13.

  	
   

  	
  SLG Graybar Sublease LLC

  	
   

  	
  99.99

  	
   

  
	
  14.

  	
   

  	
  SLG Graybar Mesne Lease Corp.

  	
   

  	
  0

  	
   

  
	
  15.

  	
   

  	
  SLG Graybar Mesne Lease LLC

  	
   

  	
  99.99

  	
   

  
	
  16.

  	
   

  	
  SL Green Management LLC

  	
   

  	
  100

  	
   

  
	
  17.

  	
   

  	
  SLG Warrant LLC

  	
   

  	
  75

  	
   

  
	
  18.

  	
   

  	
  Green 711 Sublease Manager LLC

  	
   

  	
  100

  	
   

  
	
  19.

  	
   

  	
  SLG 711 Third LLC

  	
   

  	
  99.5

  	
   

  
	
  20.

  	
   

  	
  Green 711 Fee Manager LLC

  	
   

  	
  100

  	
   

  
	
  21.

  	
   

  	
  SLG 711 Fee LLC

  	
   

  	
  99.5

  	
   

  
	
  22.

  	
   

  	
  Green 711 Mortgage Manager LLC

  	
   

  	
  100

  	
   

  
	
  23.

  	
   

  	
  Green 711 LM LLC

  	
   

  	
  99.5

  	
   

  
	
  24.

  	
   

  	
  SLG 17 Battery LLC

  	
   

  	
  100

  	
   

  
	
  25.

  	
   

  	
  Green
  1370 Broadway LLC

  	
   

  	
  100

  	
   

  
	
  26.

  	
   

  	
  SLG One Park Shareholder LLC

  	
   

  	
  100

  	
   

  
	
  27.

  	
   

  	
  Green 317 Madison LLC

  	
   

  	
  100

  	
   

  
	
  28.

  	
   

  	
  Greater New York Property LLC

  	
   

  	
  100

  	
   

  
	
  29.

  	
   

  	
  SL Green Realty Acquisition LLC

  	
   

  	
  100

  	
   

  
	
  30.

  	
   

  	
  SLG Asset Management Fee LLC

  	
   

  	
  100

  	
   

  
	
  31.

  	
   

  	
  Structured Finance TRS Corp.

  	
   

  	
  100

  	
   

  
	
  32.

  	
   

  	
  SLGLB Promote LLC

  	
   

  	
  100

  	
   

  
	
  33.

  	
   

  	
  SLGLB Owner LLC

  	
   

  	
  100

  	
   

  
	
  34.

  	
   

  	
  1250 Broadway SPE Corp.

  	
   

  	
  100

  	
   

  



 


23

















 


	
  35.

  	
   

  	
  SLG 1250 Broadway Finance LLC

  	
   

  	
  100

  	
   

  
	
  36.

  	
   

  	
  Green 1250 Broadway LLC

  	
   

  	
  99.9

  	
   

  
	
  37.

  	
   

  	
  Green 1250 Broadway Acquisition LLC

  	
   

  	
  99.9

  	
   

  
	
  38.

  	
   

  	
  News Option LLC

  	
   

  	
  100

  	
   

  
	
  39.

  	
   

  	
  SL Green Funding LLC

  	
   

  	
  100

  	
   

  
	
  40.

  	
   

  	
  Green
  1412 Preferred LLC

  	
   

  	
  100

  	
   

  
	
  41.

  	
   

  	
  News Funding LLC

  	
   

  	
  100

  	
   

  
	
  42.

  	
   

  	
  1515 Broadway Finance LLC

  	
   

  	
  100

  	
   

  
	
  43.

  	
   

  	
  SLGLB Special Purpose Corp.

  	
   

  	
  100

  	
   

  
	
  44.

  	
   

  	
  SL Green Servicing Corp.

  	
   

  	
  100

  	
   

  
	
  45.

  	
   

  	
  SLG One Park Member LLC

  	
   

  	
  100

  	
   

  
	
  46.

  	
   

  	
  Green Three Pack Funding LLC

  	
   

  	
  100

  	
   

  
	
  47.

  	
   

  	
  SLG IRP LLC

  	
   

  	
  100

  	
   

  
	
  48.

  	
   

  	
  469 Preferred Member LLC

  	
   

  	
  100

  	
   

  
	
  49.

  	
   

  	
  1515 SLG Private REIT LLC

  	
   

  	
  100

  	
   

  
	
  50.

  	
   

  	
  1515 Promote LLC

  	
   

  	
  100

  	
   

  
	
  51.

  	
   

  	
  1515 SLG Optionee LLC

  	
   

  	
  100

  	
   

  
	
  52.

  	
   

  	
  SL Green 100 Park LLC

  	
   

  	
  100

  	
   

  
	
  53.

  	
   

  	
  SLG
  1440 Broadway Funding LLC

  	
   

  	
  100

  	
   

  
	
  54.

  	
   

  	
  eEmerge, Inc.

  	
   

  	
  100

  	
   

  
	
  55.

  	
   

  	
  SLG Penncom
  Funding LLC

  	
   

  	
  100

  	
   

  
	
  56.

  	
   

  	
  SLG 500-512 Funding LLC

  	
   

  	
  100

  	
   

  
	
  57.

  	
   

  	
  Metrostar 34th St. Funding LLC

  	
   

  	
  100

  	
   

  
	
  58.

  	
   

  	
  SLG Metrostar Investments LLC

  	
   

  	
  100

  	
   

  
	
  59.

  	
   

  	
  SLG 220 News MZ LLC

  	
   

  	
  100

  	
   

  
	
  60.

  	
   

  	
  Green
  1372 Broadway LLC

  	
   

  	
  100

  	
   

  
	
  61.

  	
   

  	
  Green
  1466 Broadway LLC

  	
   

  	
  100

  	
   

  
	
  62.

  	
   

  	
  Green
  440 Ninth LLC

  	
   

  	
  100

  	
   

  
	
  63.

  	
   

  	
  Green
  110 East 42nd LLC

  	
   

  	
  100

  	
   

  
	
  64.

  	
   

  	
  Green
  470 PAS LLC

  	
   

  	
  100

  	
   

  



 


	
  B.

  	
   

  	
  Unconsolidated Entities:

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Entity

  	
   

  	
  %
  Directly/Indirectly

  Owned by Borrower

  	
   

  
	
  1.

  	
   

  	
  SL Green Management Corp.

  	
   

  	
  95 (non-voting shares)

  	
   

  
	
  2.

  	
   

  	
  SLG 100 Park LLC

  	
   

  	
  49.9

  	
   

  
	
  3.

  	
   

  	
  1250 Broadway Realty Corp.

  	
   

  	
  55

  	
   

  
	
  4.

  	
   

  	
  SLG Elevator Holdings LLC

  	
   

  	
  75

  	
   

  
	
  5.

  	
   

  	
  NJ
  Mortgage Acquisition LLC

  	
   

  	
  9.9

  	
   

  
	
  6.

  	
   

  	
  MSSG Realty Partners I, L.L.C. (180 Madison Avenue)

  	
   

  	
  49.9

  	
   

  
	
  7.

  	
   

  	
  MSSG
  Realty Partners II, L.L.C. (469 Seventh Avenue)

  	
   

  	
  35

  	
   

  



 


24

















 


	
  8.

  	
   

  	
  MSSG Realty Partners III, L.L.C.(1) (321 West 44th
  Street)

  	
   

  	
  52

  	
   

  
	
  9.

  	
   

  	
  One
  Park Realty Corp.

  	
   

  	
  55

  	
   

  
	
  10.

  	
   

  	
  1515
  Broadway Realty Corp.

  	
   

  	
  55

  	
   

  



 


	
  C.

  	
   

  	
  Guarantors:

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Entity

  	
   

  	
  % Directly/Indirectly

  Owned by Borrower

  	
   

  
	
  1.

  	
   

  	
  New
  Green 1140 Realty LLC

  	
   

  	
  100

  	
   

  
	
  2.

  	
   

  	
  SLG
  17 Battery LLC

  	
   

  	
  100

  	
   

  
	
  3.

  	
   

  	
  Green
  286 Madison LLC

  	
   

  	
  100

  	
   

  
	
  4.

  	
   

  	
  Green
  292 Madison LLC

  	
   

  	
  100

  	
   

  
	
  5.

  	
   

  	
  SL
  Green Management LLC

  	
   

  	
  100

  	
   

  
	
  6.

  	
   

  	
  SLG
  IRP Realty LLC

  	
   

  	
  100

  	
   

  
	
  7.

  	
   

  	
  Green
  1370 Broadway LLC

  	
   

  	
  100

  	
   

  
	
  8.

  	
   

  	
  Green
  1372 Broadway LLC

  	
   

  	
  100

  	
   

  
	
  9.

  	
   

  	
  Green
  1466 Broadway LLC

  	
   

  	
  100

  	
   

  
	
  10.

  	
   

  	
  Green
  440 Ninth LLC

  	
   

  	
  100

  	
   

  
	
  11.

  	
   

  	
  Green
  110 East 42nd LLC

  	
   

  	
  100

  	
   

  
	
  12.

  	
   

  	
  Green
  470 PAS LLC

  	
   

  	
  100

  	
   

  



 












(1)                                  52%
membership interest/35% economic interest


 


25

















 


SCHEDULE 6.3


 


TITLE TO PROPERTIES


 


1.               1
Park Avenue, New York, New York (Borrower indirectly owns a 55.00% interest in
an entity which indirectly owns, in whole or in part, fee title to, and a
ground lease interest in, this property).


 


2.               1515
Broadway, New York, New York (Borrower indirectly owns a 54.96% interest in an
entity which indirectly holds fee title to this property).


 


3.               100
Park Avenue, New York, New York (Borrower owns 100% of SL Green 100 Park LLC,
which owns a 49.9% interest in SLG 100 Park LLC, which holds fee title to this
property).


 


4.               1250
Broadway, New York, New York (Borrower indirectly owns a 54.86% interest in an
entity which indirectly holds fee title to this property).


 


5.               180
Madison Avenue, New York, New York (The Borrower owns a 49.9% interest in MSSG
Realty Partners I, L.L.C., which owns 100% of Green 180 Madison Avenue LLC,
which holds fee title to this property).


 


6.               321
West 44th Street, New York, New York (Borrower owns a 35% economic interest,
and a 52% membership interest, in MSSG Realty Partners III, L.L.C., which owns
100% of Green 321W44 LLC which holds fee title to this property).


 


7.               711
Third Avenue, New York, New York (Borrower owns 100% of SLG 711 Fee LLC, which
holds fee title to this property as a tenant-in-common with an entity unrelated
to Borrower).


 


26

















 


SCHEDULE 6.7


 


LITIGATION


 


NONE


 


27

















 


SCHEDULE 6.15


 


INSIDER TRANSACTIONS


Cleaning Services


 


First Quality Maintenance, L.P. (“First Quality”) provides cleaning,
extermination and related services with respect to certain of the properties
owned by Borrower.  First Quality is
owned by Gary Green, a son of Stephen L. Green, Chairman of the Board and Chief
Executive Officer of the Company.  First
Quality also provides additional services directly to tenants on a separately
negotiated basis.  The aggregate amount
of fees paid by Borrower to First Quality for services provided (excluding
services provided directly to tenants) was approximately $2,837,000 in 2000,
$3,591,000 in 2001 and $3,446,000 in 2002. 
In addition, First Quality has the non-exclusive opportunity to provide
cleaning and related services to individual tenants at Borrower’s properties on
a basis separately negotiated with any tenant seeking such additional
services.  First Quality leases 12,290
square feet of space at 70 West 36th Street pursuant to a lease that expires on
December 31, 2005 and provides for annual rental payments of approximately $173,303.


 


Leases


 


Nancy Peck and Company (“NP&C”) leases 2,013 feet of space at 420 Lexington
Avenue, New York, New York 10170 pursuant to a lease that expires on June 30,
2005 and provides for annual rental payments of approximately $61,471.  NP&C is owned by Nancy Peck, the wife of
Stephen L. Green.


 


Security Services


 


Classic Security LLC (“Classic Security”) provides security services with respect to
certain properties owned by the Company. 
Classic Security is owned by Gary Green, a son of Stephen L. Green.  The aggregate amount of fees paid by
Borrower for such services was approximately $1,807,000 in 2000, $2,214,000 in
2001 and $3,213,000 in 2003.


 


Brokerage Services


 


Sonnenblick-Goldman Company, a nationally recognized
real estate investment banking firm (“Sonnenblick”),
provided mortgage brokerage services with respect to securing approximately
$205,000,000 of first mortgage financing for 100 Park Avenue in 2000 and 1250
Broadway in 2001.  Morton Holliday, the
father of Marc Holliday (President of the Company), was a Managing Director of
Sonnenblick at the time of the financings. 
The fees paid by Borrower to Sonnenblick for such services were
approximately $358,000 in 2000 and $319,000 in 2001.


 


Management Fees


 


SL Green Management Corp. receives property management
fees from certain entities in which Stephen L. Green owns an interest.  The aggregate amount of fees paid to SL
Green Management Corp. from such entities was approximately $209,000 in 2000,
$212,000 in 2001, and $242,000 in 2002.


 


28

















 


Messenger Services


 


Bright Star Courier LLC (“Bright Star”) provides
messenger services with respect to certain properties owned by the
Company.  Bright Star is owned by Gary
Green, a son of Stephen L. Green.  The
aggregate amount of fees paid by Borrower for such services was approximately
$87,000 in 2002.  No fees were paid
prior to 2002.


 


29

















 


SCHEDULE 6.16


 


EMPLOYEE BENEFIT PLANS


 


1.               The
Company’s 401(k) Plans


 


2.               The
Company’s Health Plan (Empire Blue Cross Blue Shield)


 


3.               The
Company’s Dental Plan (Guardian)


 


4.               The
Company’s Short Term Disability Insurance Plan (First Fortis)


 


5.               The
Health, Pension and Annuity Plans of Local 32B-J and of Local 94


 


30

















 


SCHEDULE 6.18


 


ENVIRONMENTAL MATTERS


 


NONE


 


31

















 


SCHEDULE 6.19


 


COMPANY ASSETS


 


NONE


 


32

















 


SCHEDULE 6.21


 


BUILDING STRUCTURAL
DEFECTS, ETC.


 


The Unencumbered Assets listed below are currently
undergoing facade maintenance and repairs in accordance with the laws of the
City of New York:


NONE


 


33

















 


SCHEDULE 6.22


 


INDEBTEDNESS


 


(All balances set forth
below are as of Effective Date.)


 


1.               $1,736,830 loan
from MSREF III Special Fund, L.P., MSP Real Estate Fund, L.P., Morgan Stanley
Real Estate Investors III, L.P., and MSP Co-Investment Partnership, L.P.,
collectively, as lender, and SL Green Operating Partnership, L.P., as borrower,
in connection with certain membership interests of the borrower in MSSG Realty
Partners III, L.L.C.  Maturity
Date:  July 28, 2004.


 


2.               $25,660,839.56 loan
from CIBC, Inc., as lender, to Green 70W36 Property LLC, and Green 1414
Property LLC, collectively, as borrower, in connection with the properties
located at 70 West 36th Street, New York, New York and 1414 Avenue of the
Americas, New York, New York.  Maturity
Date:  May 1, 2009.


 


3.               $20,875,561.60 loan
from Lehman Brothers Holdings Inc., as lender, to New Green 50 W 23 Realty LLC,
as borrower, in connection with the property located at 50 West 23rd Street,
New York, New York.  Maturity Date:  August 1, 2007.


 


4.               $48,419,361.15 loan
from Morgan Guaranty Trust Company of New York, as lender, to SLG 711 Fee LLC
and SLG 711 Third LLC, collectively, as borrower, in connection with the
property located at 711 Third Avenue, New York, New York.  Maturity Date:  September 10, 2005.


 


5.               $122,981,520.48
loan from German American Capital Corporation, as lender, to SLG Graybar Mesne
Lease LLC and SLG Graybar Sublease LLC, collectively, as borrower, in
connection with certain leasehold interests in the property located at 420
Lexington Avenue, New York, New York.  Maturity
Date:  November 1, 2010.


 


6.               $65,000,000 loan
from Wells Fargo Bank, National Association, as lender, to Green 317 Madison
LLC, as borrower, in connection with the property located at 317 Madison
Avenue, New York, New York. Maturity Date: August 20, 2004.


 


7.               $14,830,529.03 loan
from Legg Mason Real Estate Services Incorporated, as lender, to SLG Shelton
Realty LLC, as borrower, in connection with the property located at 875
Bridgeport Avenue, Shelton, Connecticut. 
Maturity Date: May 10, 2025.


 


8.               $68,198,016.00 loan
from Bank of New York, as agent and lender, to Green W. 57th St., LLC, as
borrower, in connection with the property located at 555 West 57th Street, New
York, New York.  Maturity Date: November
4, 2004.


 


9.               $150,000,000 term
loan facility from Wells Fargo Bank, National Association, and other lenders,
to SL Green Operating Partnership, L.P. Maturity Date:  December 5, 2007.


 


34

















 


10.         $75,000,000 secured
revolving credit facility from Fleet National Bank, N.A., and other lenders, to
SL Green Operating Partnership, L.P. Maturity Date:  December 20, 2003.


 


11.         $22,178,400 repurchase
agreement from Salomon Brothers Holding Company Inc., as lender, to Green 3
Pack Funding LLC, as borrower in connection with the properties located at 509,
535 and 545 Fifth Avenue, New York, New York. 
Maturity Date:  November 1, 2003.


 


35

















 


SCHEDULE 8.2(d)


 


INVESTMENTS


 


	
  1.

  	
   

  	
  Borrower’s 100% of the
  voting shares of eEmerge, Inc.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Borrower’s 100%
  interest in SLG IRP Realty LLC

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrower’s 75% equity
  interest SLG Warrant LLC

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Borrower’s 75% equity
  interest in SLG Elevator Holdings LLC

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Borrower’s 100%
  interest in SL Green Management LLC

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Borrower’s 95% equity
  interest in SL Green Management Corp.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Borrower’s 100%
  interest in 469 Preferred Member LLC

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Borrower’s 100%
  interest in Green 1412 Preferred LLC

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Borrower’s 100%
  interest in SLG 1440 Broadway Funding LLC

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Borrower’s 100%
  interest in SL Green Funding LLC

  



 


36