Exhibit 10.1

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                                CREDIT AGREEMENT
                          Dated as of February 7, 2003

                                  by and among

                                EQUITY ONE, INC.,
                                   as Borrower

                     THE FINANCIAL INSTITUTIONS PARTY HERETO
                     AND THEIR ASSIGNEES UNDER SECTION 13.6,
                                   as Lenders

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                 as Administrative Agent and Sole Lead Arranger

                                       and

               COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES,
                KEYBANK NATIONAL ASSOCIATION and SOUTHTRUST BANK,
                             as Documentation Agents


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                               Table of Contents


ARTICLE I         DEFINITIONS.................................................1

     Section 1.1  Definitions.................................................1
     Section 1.2  General; References to San Francisco Time..................25

ARTICLE II           CREDIT FACILITY.........................................26

     Section 2.1  Revolving Loans............................................26
     Section 2.2  Letters of Credit..........................................27
     Section 2.3  Swingline Loans............................................31
     Section 2.4  Bid Rate Loans.............................................33
     Section 2.5  Rates and Payment of Interest on Loans.....................37
     Section 2.6  Number of Interest Periods.................................38
     Section 2.7  Repayment of Loans.........................................38
     Section 2.8  Prepayments................................................38
     Section 2.9  Continuation...............................................39
     Section 2.10 Conversion.................................................39
     Section 2.11 Notes.39
     Section 2.12 Expiration or Termination Date of Letters of
                    Credit Past Termination Date.............................40
     Section 2.13 Amount Limitations.........................................40
     Section 2.14 Optional Increase to the Commitment........................40
     Section 2.15 Extension of the Termination Date..........................42

ARTICLE III          PAYMENTS, FEES AND OTHER GENERAL PROVISIONS.............42

     Section 3.1  Payments...................................................42
     Section 3.2  Pro Rata Treatment.........................................43
     Section 3.3  Sharing of Payments, Setoff, Etc...........................43
     Section 3.4  Several Obligations........................................44
     Section 3.5  Minimum Amounts............................................44
     Section 3.6  Fees. 45
     Section 3.7  Computations...............................................46
     Section 3.8  Usury.46
     Section 3.9  Agreement Regarding Interest and Charges...................46
     Section 3.10 Statements of Account......................................46
     Section 3.11 Defaulting Lenders.........................................47
     Section 3.12 Taxes.47

ARTICLE IV           UNENCUMBERED POOL PROPERTIES............................49

     Section 4.1  Inclusion of Unencumbered Pool Properties..................49
     Section 4.2  Termination of Designation as Unencumbered Pool Property...49
     Section 4.3  Ineligibility of a Property as Unencumbered Pool Property..50

                                      -i-
<PAGE>

ARTICLE V            YIELD PROTECTION, ETC...................................50

     Section 5.1  Additional Costs; Capital Adequacy.........................50
     Section 5.2  Suspension of LIBOR Loans..................................51
     Section 5.3  Illegality.................................................52
     Section 5.4  Compensation...............................................52
     Section 5.5  Treatment of Affected Loans................................53
     Section 5.6  Change of Lending Office...................................54
     Section 5.7  Assumptions Concerning Funding of LIBOR Loans..............54

ARTICLE VI           CONDITIONS PRECEDENT....................................54

     Section 6.1  Initial Conditions Precedent...............................54
     Section 6.2  Conditions Precedent to All Loans and Letters of Credit....57
     Section 6.3  Conditions as Covenants....................................57

ARTICLE VII          REPRESENTATIONS AND WARRANTIES..........................57

     Section 7.1  Representations and Warranties.............................57
     Section 7.2  Survival of Representations and Warranties, Etc............63

ARTICLE VIII         AFFIRMATIVE COVENANTS...................................64

     Section 8.1  Preservation of Existence and Similar Matters..............64
     Section 8.2  Compliance with Applicable Law and Material Contracts......64
     Section 8.3  Maintenance of Property....................................64
     Section 8.4  Conduct of Business........................................64
     Section 8.5  Insurance..................................................64
     Section 8.6  Payment of Taxes and Claims................................65
     Section 8.7  Books and Records; Inspections.............................65
     Section 8.8  Use of Proceeds............................................65
     Section 8.9  Environmental Matters......................................66
     Section 8.10 Further Assurances.........................................66
     Section 8.11 Material Contracts; Approved Ground Leases.................66
     Section 8.12 REIT Status................................................66
     Section 8.13 Exchange Listing...........................................66
     Section 8.14 Guarantors.................................................67

ARTICLE IX           INFORMATION.............................................68

     Section 9.1  Quarterly Financial Statements.............................68
     Section 9.2  Year-End Statements........................................69
     Section 9.3  Compliance Certificate.....................................69
     Section 9.4  Other Information..........................................69

ARTICLE X            NEGATIVE COVENANTS......................................72

     Section 10.1 Financial Covenants........................................72
     Section 10.2 Negative Pledge............................................75
     Section 10.3 Restrictions on Intercompany Transfers.....................75
     Section 10.4 Merger, Consolidation, Sales of Assets and
                    Other Arrangements.......................................75

                                      -ii-
<PAGE>
     Section 10.5 Plans.76
     Section 10.6 Fiscal Year................................................76
     Section 10.7 Modifications of Organizational Documents and
                    Material Contracts.......................................76
     Section 10.8 Transactions with Affiliates...............................77

ARTICLE XI           DEFAULT.................................................77

     Section 11.1 Events of Default..........................................77
     Section 11.2 Remedies Upon Event of Default.............................81
     Section 11.3 Marshaling; Payments Set Aside.............................82
     Section 11.4 Allocation of Proceeds.....................................82
     Section 11.5 Letter of Credit Collateral Account........................83
     Section 11.6 Performance by Administrative Agent........................84
     Section 11.7 Rights Cumulative..........................................84

ARTICLE XII          THE AGENT...............................................84

     Section 12.1 Authorization and Action...................................84
     Section 12.2 Administrative Agent's Reliance, Etc.......................85
     Section 12.3 Notice of Defaults.........................................86
     Section 12.4 Wells Fargo as Lender......................................86
     Section 12.5 Approvals of Lenders.......................................87
     Section 12.6 Lender Credit Decision, Etc................................87
     Section 12.7 Indemnification of Administrative Agent....................88
     Section 12.8 Successor Administrative Agent.............................89
     Section 12.9 Titled Agents..............................................89

ARTICLE XIII         MISCELLANEOUS...........................................90

     Section 13.1 Notices. 90
     Section 13.2 Expenses...................................................91
     Section 13.3 Stamp, Intangible and Recording Taxes......................91
     Section 13.4 Intentionally Omitted......................................92
     Section 13.5 Litigation; Jurisdiction; Other Matters; Waivers...........92
     Section 13.6 Successors and Assigns.....................................93
     Section 13.7 Amendments.................................................95
     Section 13.8 Nonliability of Administrative Agent and Lenders...........97
     Section 13.9 Confidentiality............................................97
     Section 13.10      Indemnification......................................98
     Section 13.11      Termination; Survival...............................100
     Section 13.12      Severability of Provisions..........................100
     Section 13.13      GOVERNING LAW.......................................100
     Section 13.14      Counterparts........................................100
     Section 13.15      Obligations with Respect to Loan Parties............100
     Section 13.16      Independence of Covenants...........................100
     Section 13.17      Limitation of Liability.............................101
     Section 13.18      Entire Agreement....................................101
     Section 13.19      Construction........................................101

                                     -iii-
<PAGE>

SCHEDULE 1.1(A)            Pro Rata Shares of Lenders
SCHEDULE 1.1(B)            List of Loan Parties
SCHEDULE 4.1               Initial Unencumbered Pool Properties
SCHEDULE 6.1(a)(xii)       List of Indebtedness to be Retired Prior to Closing
SCHEDULE 7.1(b)            Ownership Structure
SCHEDULE 7.1(f)            List of Properties
SCHEDULE 7.1(g)            Existing Indebtedness
SCHEDULE 7.1(h)            Material Contracts
SCHEDULE 7.1(i)            Litigation

EXHIBIT A                  Form of Assignment and Acceptance Agreement
EXHIBIT B                  Form of Unencumbered Pool Certificate
EXHIBIT C                  Form of Guaranty
EXHIBIT D-1                Form of Notice of Borrowing
EXHIBIT D-2                Form of Notice of Swingline Borrowing
EXHIBIT E                  Form of Notice of Continuation
EXHIBIT F                  Form of Notice of Conversion
EXHIBIT G-1                Form of Revolving Note
EXHIBIT G-2                Form of Swingline Note
EXHIBIT G-3                Form of Bid Rate Note
EXHIBIT H                  Form of Opinion of Counsel
EXHIBIT I                  Form of Compliance Certificate
EXHIBIT J                  Form of Designation Agreement
EXHIBIT K-1                Form of Bid Rate Quote Request
EXHIBIT K-2                Form of Bid Rate Quote
EXHIBIT K-3                Form of Bid Rate Quote Acceptance
EXHIBIT L                  Form of Solvency Certificate

                                      -iv-

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (the "Agreement") dated as of February 7, 2003 by and
among EQUITY ONE, INC., a corporation  organized  under the laws of the State of
Maryland  (the  "Borrower"),  each of the  financial  institutions  initially  a
signatory  hereto  together  with their  assignees  under  Section  13.6(d) (the
"Lenders"),  COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES, KEYBANK NATIONAL
ASSOCIATION, and SOUTHTRUST BANK, as Documentation Agents (each a "Documentation
Agent"),   and  WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION  ("Wells  Fargo")  as
contractual  representative  of the  Lenders  to the  extent  and in the  manner
provided in Article XII (in such capacity,  the  "Administrative  Agent") and as
Sole Lead Arranger.

     WHEREAS,  the parties hereto are entering into this Agreement and the other
Loan  Documents,  among other  things,  to make  available  to  Borrower,  on an
unsecured basis, a $340,000,000 revolving credit facility,  which will include a
$20,000,000 letter of credit subfacility,  a $25,000,000  swingline  subfacility
and a  $150,000,000  competitive  bid  subfacility,  on the terms and conditions
contained herein.

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

                                   DEFINITIONS

     Definitions.

          In addition to terms defined  elsewhere  herein,  the following  terms
shall have the following meanings for the purposes of this Agreement:

          "Absolute Rate" has the meaning given that term in Section 2.4(c)(ii).

          "Absolute  Rate  Auction"  means a  solicitation  of Bid  Rate  Quotes
setting forth Absolute Rates pursuant to Section 2.4(b).

          "Absolute Rate Loan" means a Bid Rate Loan, in which the interest rate
is  determined  on the basis of an Absolute  Rate  pursuant to an Absolute  Rate
Auction.

          "Accession  Agreement" means an Accession  Agreement  substantially in
the form of Annex I to the Guaranty.

          "Additional Costs" has the meaning given that term in Section 5.1.

          "Affiliate" means any Person (other than the  Administrative  Agent or
any Lender):  (a) directly or indirectly  controlling,  controlled  by, or under
common control with, the Borrower;  (b) directly or indirectly owning or holding
ten percent  (10%) or more of any Equity  Interest in the  Borrower;  or (c) ten
percent (10%) or more of whose voting stock or other Equity Interest is directly
or indirectly  owned or held by the Borrower.  For purposes of this  definition,
"control"  (including  with  correlative  meanings,   the  terms  "controlling",
"controlled by" and "under

                                       5
<PAGE>

common control with") means the possession, directly or indirectly, of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether through the ownership of voting  securities or by contract or otherwise.
The Affiliates of a Person shall include any officer or director of such Person.
In no event  shall  the  Administrative  Agent or any  Lender be deemed to be an
Affiliate of the Borrower.

          "Administrative  Agent" means Wells Fargo Bank, National  Association,
as contractual representative for the Lenders under the terms of this Agreement,
and any of its successors in such capacity.

          "Agreement Date" means the date as of which this Agreement is dated.

          "Applicable  Law" means all  applicable  provisions of  constitutions,
statutes,  rules,  regulations  and  orders of all  governmental  bodies and all
orders and decrees of all courts, tribunals and arbitrators.

          "Applicable  Margin" shall mean the  respective  percentage  rates set
forth below corresponding to the Credit Ratings of the Borrower prevailing as of
the date of rate determination as assigned by the applicable Rating Agencies:
<TABLE>
<CAPTION>
<S>           <C>         <C>                                                             <C>
          ----------  --------------------------------------------------------- --------------------------
            Level                          Credit Rating                          Applicable Margin for
                               (from S&P and one other Rating Agency)
          ----------  --------------------------------------------------------- --------------------------
              1       A-/A3 or equivalent or higher                                       0.65%
          ----------  --------------------------------------------------------- --------------------------
              2       BBB+/Baa1 or equivalent                                             0.75%
          ----------  --------------------------------------------------------- --------------------------
              3       BBB/Baa2 or equivalent                                              0.85%
          ----------  --------------------------------------------------------- --------------------------
              4       BBB-/Baa3 or equivalent                                             1.00%
          ----------  --------------------------------------------------------- --------------------------
              5       BB+/Ba1 or equivalent                                               1.15%
          ----------  --------------------------------------------------------- --------------------------
              6       Less than BB+/Ba1 or equivalent or no rating                        1.35%
                      from S&P and one other Rating Agency
          ----------  --------------------------------------------------------- --------------------------
</TABLE>

During any period that the Borrower  receives two Credit Ratings,  if the Rating
Agencies assign Credit Ratings which correspond to different Levels in the above
table resulting in different  Applicable Margin  determinations,  the Applicable
Margin will be determined based on the Level  corresponding to the higher of the
two Credit Ratings.  During any period that the Borrower  receives more than two
Credit  Ratings and none of such Credit  Ratings is  equivalent,  the Applicable
Margin shall equal the average of the Applicable  Margins  corresponding  to the
two highest of such Credit  Ratings.  Borrower  shall provide to  Administrative
Agent notice of each  anticipated  or actual  change in a Credit  Rating  within
three (3) Business  Days of  Borrower's  knowledge  thereof.  Each change in the
Applicable  Margin  resulting  from a change in a Credit  Rating of the Borrower
shall take effect on the first calendar day of the month  following the month in
which such Credit Rating is publicly announced by the relevant Rating Agency. As
of the Agreement Date, the Applicable  Margin for LIBOR Loans equals one percent
(1%).

          "Approved  Ground Leases" means the following four Leasehold  estates:
McAlpin Square, Shelby Plaza and Plaza Acadienne, and the Kmart at Lantana.

                                       6
<PAGE>

          "Asset Value" means:

               (a) with respect to any  Subsidiary  at a given time,  the sum of
(i) EBITDA of such  Subsidiary at such time for the fiscal quarter most recently
ended multiplied by four (4) and divided by 9.125%,  plus (ii) the book value of
all CIP of such  Subsidiary as of the end of the Borrower's  fiscal quarter most
recently ended; and

               (b) with respect to any Unconsolidated  Affiliate at a given time
the  sum  of  (i)  with  respect  to  any  of  such  Unconsolidated  Affiliate's
Properties,  the  Borrower's  Ownership  Share of EBITDA of such  Unconsolidated
Affiliate  attributable  to such Properties for the fiscal quarter most recently
ended  multiplied  by four (4) and divided by 9.125%,  plus (ii) with respect to
any of such  Unconsolidated  Affiliate's CIP, the Borrower's  Ownership Share of
the book value of such CIP as of the end of the  Borrower's  fiscal quarter most
recently ended.

          "Assignee" has the meaning given that term in Section 13.6(c).

          "Assignment  and  Acceptance   Agreement"   means  an  Assignment  and
Acceptance  Agreement among a Lender, an Assignee and the Administrative  Agent,
substantially in the form of Exhibit A.

          "Base Rate"  means the  greater of (a) the rate of interest  per annum
publicly  announced from time to time by Wells Fargo at its principal  office in
San Francisco, California as its "prime rate" (which rate of interest may not be
the lowest  rate  charged by the  Administrative  Agent or any of the Lenders on
similar  loans) or (b) the  Federal  Funds  Rate plus  one-half  of one  percent
(0.5%). Each change in the Base Rate shall become effective without prior notice
to the  Borrower or the Lenders  automatically  as of the opening of business on
the date of such change in the Base Rate.

          "Base Rate Loan" means a Loan bearing  interest at a rate based on the
Base Rate.

          "Benefit  Arrangement"  means at any  time an  employee  benefit  plan
within  the  meaning  of  Section  3(3)  of  ERISA  which  is  not a  Plan  or a
Multiemployer  Plan and which is maintained or otherwise  contributed  to by any
member of the ERISA Group.

          "Bid Rate  Borrowing"  has the  meaning  given  that  term in  Section
2.4(b).

          "Bid Rate Loan" means a loan made by a Lender under Section 2.4(a).

          "Bid Rate Note" means a promissory note of the Borrower  substantially
in the form of Exhibit G-3,  payable to the order of a Lender as  originally  in
effect and otherwise duly completed.

          "Bid Rate Quote" means an offer in accordance with Section 2.4(c) by a
Lender to make a Bid Rate Loan with one single specified interest rate.

          "Bid Rate Quote  Request"  has the meaning  given that term in Section
2.4(b).

                                       7
<PAGE>

          "Borrower"  has the  meaning set forth in the  introductory  paragraph
hereof and shall include the Borrower's successors and permitted assigns.

          "Business  Day"  means (a) any day other  than a  Saturday,  Sunday or
other day on which  banks in Tampa,  Florida or San  Francisco,  California  are
authorized or required to close and (b) with reference to a LIBOR Loan, any such
day that is also a day on which  dealings in Dollar  deposits are carried out in
the London interbank market.

          "Capitalized Lease Obligation" means obligations under a lease that is
required to be capitalized for financial  reporting  purposes in accordance with
GAAP. The amount of a Capitalized Lease Obligation is the capitalized  amount of
such obligation determined in accordance with GAAP.

          "CIP" means  construction-in-progress,  together with any related Land
held for development, all as determined in accordance with GAAP.

          "Commitment"  means,  as to each Lender,  such Lender's  obligation to
make  Revolving  Loans pursuant to Section 2.1, and to issue (in the case of the
Administrative  Agent)  or  participate  in (in the case of the  other  Lenders)
Letters of Credit  pursuant to Section  2.2(a) and 2.2(i)  respectively,  and to
make (in the case of the Administrative Agent) or participate in (in the case of
other Lenders)  Swingline Loans pursuant to Section 2.3(e),  in an amount up to,
but not  exceeding  the  amount  set forth for such  Lender on  Schedule  1.1(A)
attached  hereto as such  Lender's  "Commitment  Amount"  or as set forth in the
applicable Assignment and Acceptance Agreement, or as appropriate to reflect any
assignments to or by such Lender effected in accordance with Section 13.6.

          "Compliance  Certificate"  has the meaning  given that term in Section
9.3.

          "Contingent  Obligation" as applied to any Person, means any direct or
indirect liability,  contingent or otherwise, of that Person with respect to any
Indebtedness,  lease,  dividend or other payment obligation of another Person if
the primary  purpose or intent of the Person  incurring such  liability,  or the
primary effect thereof, is to provide assurance to the obligee of such liability
that such  liability  will be paid or  discharged,  or that the  holders of such
liability  will be  protected  (in whole or in part)  against  loss with respect
thereto.   Contingent   Obligations  shall  include  (i)  any  Guaranty  of  the
Indebtedness of another (other than of such Person for liabilities  arising from
reasonable  and customary  exceptions to Nonrecourse  Indebtedness,  such as for
fraud,   willful   misrepresentation,   misapplication   of   funds   (including
misappropriation  of security  deposits  and failure to apply rents to operating
expenses or debt service),  indemnities  relating to  environmental  matters and
waste of  property  constituting  security  for such  Nonrecourse  Indebtedness,
post-default  interest,  attorney's  fees and other costs of  collection  to the
extent not covered by the value of the property  constituting  security for such
Nonrecourse  Indebtedness  and other similar  exceptions to recourse  liability,
none of which  liabilities shall be deemed to be Contingent  Obligations),  (ii)
the obligation to make take-or-pay or similar payments if required regardless of
nonperformance  by any other  party or  parties to an  agreement,  and (iii) any
liability of such Person for the  Indebtedness  of another through any agreement
to purchase,  repurchase  or otherwise  acquire such  obligation or any property
constituting security therefor, to provide funds

                                       8
<PAGE>

for the payment or discharge  of such  obligation  or to maintain the  solvency,
financial condition or any balance sheet item or level of income of another. The
amount  of any  Contingent  Obligation  shall  be  equal  to the  amount  of the
obligation  so  guaranteed  or  otherwise  supported  or,  if  not a  fixed  and
determined amount, the maximum amount so guaranteed.

          "Continue",   "Continuation"   and  "Continued"  each  refers  to  the
continuation of a LIBOR Loan from one Interest Period to another Interest Period
pursuant to Section 2.9.

          "Convert",  "Conversion" and "Converted" each refers to the conversion
of a Loan of one Type into a Loan of another Type pursuant to Section 2.10.

          "Credit Event" means any of the  following:  (a) the making (or deemed
making) of any Loan,  (b) the Conversion of a Loan,  (c) the  Continuation  of a
LIBOR Loan and (d) the issuance of a Letter of Credit.

          "Credit  Rating" means the rating  assigned by a Rating Agency to each
series of rated senior unsecured long term indebtedness of the Borrower.

          "Default" means any of the events  specified in Section 11.1,  whether
or not there has been satisfied any  requirement  for the giving of notice,  the
lapse of time, or both.

          "Defaulting Lender" has the meaning set forth in Section 3.11.

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

          "Derivatives  Termination  Value" means, in respect of any one or more
Derivatives  Contracts,  after  taking  into  account  the effect of any legally
enforceable  netting agreement relating to such Derivatives  Contracts,  (a) for
any date on or after the date such  Derivatives  Contracts  have been closed out
and termination  value(s) determined in accordance  therewith,  such termination
value(s),  and (b) for any date prior to the date  referenced  in clause (a) the
amount(s)  determined  as  the  mark-to-market  value(s)  for  such  Derivatives
Contracts,  as  determined  based upon one or more  mid-market  or other readily
available  quotations  provided
                                       9
<PAGE>
by any recognized  dealer in such  Derivatives  Contracts (which may include the
Administrative Agent or any Lender).

          "Designated  Lender"  means  any  Person  which  would  qualify  as an
Eligible  Assignee or a special  purpose  entity  which is an  affiliate  of, or
sponsored  by, a Lender,  that is  engaged in making,  purchasing  or  otherwise
investing in  commercial  loans in the ordinary  course of its business and that
issues (or the direct or indirect parent of which issues) commercial paper rated
at least  P-1 (or the then  equivalent  grade)  by  Moody's  or A-1 (or the then
equivalent  grade) by S&P that, in either case, (a) is organized  under the laws
of the United  States of America or any state  thereof,  (b) shall have become a
party to this Agreement  pursuant to Section  13.6(d) and (c) is not otherwise a
Lender,  together with its respective  successors and permitted assigns, and, as
the context requires, includes the Swingline Lender; provided, however, that the
term "Lender" shall exclude each Designated Lender when used in reference to any
Loan other than a Bid Rate Loan,  the  Commitments or terms relating to any Loan
other than a Bid Rate Loan and the  Commitments  and shall further  exclude each
Designated  Lender for all other purposes  hereunder  except that any Designated
Lender which funds a Bid Rate Loan shall,  subject to Section 13.6(d),  have the
rights  (including  the rights given to a Lender  contained in Sections 13.2 and
13.10) and obligations of a Lender associated with holding such Bid Rate Loan.

          "Designated  Lender  Note"  means  a Bid  Rate  Note  of the  Borrower
evidencing  the  obligation  of the  Borrower  to repay Bid Rate Loans made by a
Designated Lender.

          "Designating  Lender"  has the  meaning  given  that  term in  Section
13.6(d).

          "Designation Agreement" means a Designation Agreement between a Lender
and a Designated Lender and accepted by the Administrative Agent,  substantially
in the form of Exhibit J or such other form as may be agreed to by such  Lender,
such Designated Lender and the Administrative Agent.

          "Development  Property" means a Property  currently under  development
that has not achieved a Leasing Rate of eighty percent (80%) or more or, subject
to the last sentence of this definition,  on which the improvements  (other than
tenant  improvements on unoccupied  space) related to the  development  have not
been completed.  The term "Development  Property" shall include real property of
the type  described in the  immediately  preceding  sentence to be (but not yet)
acquired by the Borrower,  any Subsidiary or any  Unconsolidated  Affiliate upon
completion  of  construction  pursuant to a contract in which the seller of such
real  property is  required to develop or renovate  prior to, and as a condition
precedent to, such acquisition or real property being developed by third parties
with  related   indebtedness   that  the   Borrower,   any   Subsidiary  or  any
Unconsolidated  Affiliate  has  guaranteed  or as to which  any such  Person  is
otherwise  obligated.  A Development  Property on which all improvements  (other
than tenant improvements on unoccupied space) related to the development of such
Property have been substantially completed for at least twelve (12) months shall
cease to constitute a Development  Property  notwithstanding  the fact that such
Property has not achieved a Leasing Rate of at least eighty percent (80%).

          "Dollars"  or "$" means the lawful  currency  of the United  States of
America.
                                       10
<PAGE>

          "EBITDA" means,  with respect to any Person for any period and without
duplication,  the sum of (a) net earnings (loss) of such Person (before minority
interests and preferred  distributions) for such period (excluding equity in net
earnings  or net loss of  Unconsolidated  Affiliates)  excluding  the  following
amounts (but only to the extent  included in determining net earnings (loss) for
such period):  (i)  depreciation  and  amortization  expense and other  non-cash
charges of such Person for such period;  (i) interest expense of such Person for
such period;  (iii) income tax expense of such Person in respect of such period;
(iv)  extraordinary  and  nonrecurring  gains and losses of such Person for such
period, including without limitation,  gains and losses from the sale of assets,
write-offs and  forgiveness of debt;  plus (b) such Person's  Ownership Share of
EBITDA  (calculated  as  referred  to in  the  foregoing  clause  (a))  of  each
Unconsolidated Affiliate.

          "Effective  Date" means the later of: (a) the Agreement  Date; and (b)
the date on which all of the conditions precedent set forth in Section 6.1 shall
have been fulfilled or waived in writing by the Administrative Agent.

          "Eligible  Assignee" means any Person that is: (a) an existing Lender;
(b) a commercial  bank,  trust company,  savings and loan  association,  savings
bank,  insurance  company,  investment  bank or pension fund organized under the
laws of the United  States of  America,  any state  thereof or the  District  of
Columbia,  and  having  total  assets  in excess  of  $5,000,000,000  ; or (c) a
commercial  bank organized under the laws of any other country which is a member
of the  Organization for Economic  Co-operation and Development,  or a political
subdivision  of  any  such  country,  and  having  total  assets  in  excess  of
$10,000,000,000,  provided that such bank is acting through a branch,  agency or
international  banking facility located in the United States of America. If such
Person is not currently a Lender,  such Person's (or in the case of a bank which
is a subsidiary,  such bank's parent's) senior unsecured long term  indebtedness
must be rated BBB or higher by S&P, Baa2 or higher by Moody's or the  equivalent
or higher of either such rating by another Rating Agency.

          "Eligible  Property"  means a Property  which  satisfies at all times,
from and after its inclusion as an Unencumbered Pool Property in accordance with
Section 4.1 and until such  Property is removed  from the  Unencumbered  Pool in
accordance with Section 4.2 or Section 4.3, all of the following requirements as
certified  by Borrower to  Administrative  Agent at such time as the Property is
added to the  Unencumbered  Pool and from time to time  thereafter in accordance
with the provisions of this Agreement:

                    (a) such  Property is owned in fee simple by the Borrower or
          a Wholly Owned Subsidiary (or is one of the Approved Ground Leases);

                    (b)  regardless  of whether  such  Property  is owned by the
          Borrower or a Wholly  Owned  Subsidiary,  the  Borrower  has the right
          directly,  or indirectly  through a Subsidiary,  to take the following
          actions  without the need to obtain the consent of any Person:  (i) to
          create a Lien on such  Property as security  for  Indebtedness  of the
          Borrower or such Subsidiary,  as applicable and (ii) to sell, transfer
          or otherwise dispose of such Property;

                                       11
<PAGE>
                    (c) neither such Property,  nor if such Property is owned by
          a  Subsidiary,  any of the  Borrower's  direct or  indirect  ownership
          interest  in such  Subsidiary,  is  subject  to any  Lien  other  than
          Permitted Liens;

                    (d) such Property is free of all structural  defects,  title
          defects,  environmental conditions or other adverse matters except for
          defects,  conditions or matters individually or collectively which are
          not material to the profitable operation of such Property;

                    (e)  Borrower  has  obtained an  environmental  study from a
          third party  consultant  that  indicates  the property has no material
          recognized  environmental  condition  which, in Borrower's  reasonable
          discretion,  impedes  its  intended  use  or  materially  impacts  its
          salability or financing potential; and

                    (f)  if  such  Property  is  owned  by  a  Subsidiary,  such
          Subsidiary has already or will become a Guarantor  hereunder  prior to
          such Property being treated as an Eligible Property.

          "Environmental   Laws"   means  any   Applicable   Law   relating   to
environmental  protection or the manufacture,  storage,  disposal or clean-up of
Hazardous Materials including, without limitation, the following: Clean Air Act,
42 U.S.C.ss.7401 et seq.;  Federal Water Pollution Control Act, 33 U.S.C.ss.1251
et seq.;  Solid Waste  Disposal  Act, 42  U.S.C.ss.6901  et seq.;  Comprehensive
Environmental  Response,  Compensation  and Liability Act, 42  U.S.C.ss.9601  et
seq.; National  Environmental Policy Act, 42 U.S.C.ss.4321 et seq.;  regulations
of the Environmental Protection Agency and any applicable rule of common law and
any judicial  interpretation  thereof  relating  primarily to the environment or
Hazardous Materials.

          "Equity  Interest"  means,  with  respect to any Person,  any share of
capital stock of (or other  ownership or profit  interests in) such Person,  any
warrant,  option or other right for the purchase or other  acquisition from such
Person of any share of capital stock of (or other ownership or profit  interests
in) such Person, any security  convertible into or exchangeable for any share of
capital  stock of (or other  ownership  or profit  interests  in) such Person or
warrant,  right or option for the purchase or other acquisition from such Person
of such  shares (or such other  interests),  and any other  ownership  or profit
interest in such Person (including, without limitation,  partnership,  member or
trust interests therein),  whether voting or nonvoting,  and whether or not such
share,  warrant,  option,  right or other  interest is  authorized  or otherwise
existing on any date of determination.

          "Equity Issuance" means any issuance or sale by a Person of any Equity
Interest.

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

          "ERISA Group" means the Borrower,  any Subsidiary and all members of a
controlled  group of corporations  and all trades or businesses  (whether or not
incorporated)  under common  control  which,  together  with the Borrower or any
Subsidiary,  are treated as a single  employer under Section 414 of the Internal
Revenue Code.

                                       12
<PAGE>

          "Existing  Loan" means the loan made  pursuant  to a Credit  Agreement
dated as of February 27, 2002 between  Borrower,  Wells Fargo and the  financial
institutions party thereto, as amended.

          "Event of Default" means any of the events  specified in Section 11.1,
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

          "Fair Market Value" means,  with respect to any asset, the price which
could be  negotiated  in an  arm's-length  free  market  transaction,  for cash,
between a willing seller and a willing buyer, neither of which is under pressure
or compulsion to complete the transaction.  Except as otherwise provided herein,
Fair Market Value shall be  determined by the Board of Directors of the Borrower
(or an authorized committee thereof) acting in good faith conclusively evidenced
by a board resolution  thereof  delivered to the  Administrative  Agent or, with
respect to any asset valued at up to $1,000,000,  such determination may be made
by the  chief  financial  officer  of the  Borrower  evidenced  by an  officer's
certificate delivered to the Administrative Agent.

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

          "Fee Letter" means that certain  letter  agreement  dated  December 3,
2002 between the  Administrative  Agent and the Borrower with respect to certain
fees payable by the Borrower to and for the benefit of  Administrative  Agent in
connection with this Agreement.

          "Fees" means the fees and  commissions  provided for or referred to in
Section 3.6 and any other fees  payable by the  Borrower  to the  Administrative
Agent or any other Lender hereunder or under any other Loan Document.

          "FIRREA"  means  the  Financial  Institution   Recovery,   Reform  and
Enforcement Act of 1989, as amended.

          "Fixed  Charges"  means,  with  respect  to a  Person  and for a given
period, the sum of (a) the Interest Expense of such Person for such period, plus
(b) the aggregate of all scheduled  principal  payments on Indebtedness  made by
such Person during such period (excluding balloon, bullet or similar payments of
principal   due  upon  the  stated   maturity  of   Indebtedness)   including  a
proportionate  share of same  for all  Unconsolidated  Affiliates,  plus (c) the
aggregate of all dividends paid or accrued by such Person on any Preferred Stock
during  such  period   including   a
                                       13
<PAGE>

proportionate  share of same  for all  Unconsolidated  Affiliates,  plus (d) the
Reserve for Replacements.

          "Funds  From  Operations"  means,  with  respect to a Person and for a
given period,  (a) net income (loss) of such Person determined on a consolidated
basis  for such  period  minus  (or  plus)  (b)  gains  (or  losses)  from  debt
restructuring  and sales of property  during  such period plus (c)  depreciation
with respect to such Person's real estate  assets and  amortization  (other than
amortization of deferred  financing  costs) of such Person for such period,  all
after adjustment for unconsolidated partnerships and joint ventures.

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

          "Governmental   Approvals"   means   all   authorizations,   consents,
approvals,  licenses and  exemptions  of,  registrations  and filings with,  and
reports to, all Governmental Authorities.

          "Governmental Authority" means any national, state or local government
(whether domestic or foreign),  any political  subdivision  thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority,  body, agency, bureau or entity (including,  without limitation,  the
Federal Deposit  Insurance  Corporation,  the Comptroller of the Currency or the
Federal  Reserve  Board,  any central bank or any  comparable  authority) or any
arbitrator with authority to bind a party at law.

          "Gross  Asset  Value"  means,  at  a  given  time,  the  sum  (without
duplication) of:

                    (a) Operating Property Value at such time, plus

                    (b) all cash and cash equivalents (excluding tenant deposits
          and  other  cash  and cash  equivalents  the  disposition  of which is
          restricted) of the Borrower and its Subsidiaries at such time; plus

                    (c) Borrower's and its  Subsidiaries'  respective  Ownership
          Shares of all cash and cash equivalents (excluding tenant deposits and
          other  cash  and  cash   equivalents   the  disposition  of  which  is
          restricted) of each Unconsolidated Affiliate at such time, plus

                    (d) the current book value of all CIP, plus

                    (e)  the   Borrower's  and  its   Subsidiaries'   respective
          Ownership  Shares  of the  current  book  values  of all  CIP of  each
          Unconsolidated Affiliate, plus

                    (f)  the  purchase   price  paid  by  the  Borrower  or  any
          Subsidiary  (less any amounts paid to the Borrower or such  Subsidiary
          as a purchase  price  adjustment  (i.e.,  the net  effective  purchase
          price,  after  taking  into  account  any net  credits  to the  stated

                                       14
<PAGE>

          purchase price), held in escrow, retained as a contingency reserve, or
          in  connection  with  other  similar  arrangements)  for any  Property
          acquired by the  Borrower or such  Subsidiary  during the  immediately
          preceding fiscal quarter of the Borrower, plus

                    (g)  the   Borrower's  and  its   Subsidiaries'   respective
          Ownership  Shares of the  purchase  price  paid by any  Unconsolidated
          Affiliate (less any amounts paid to such Unconsolidated Affiliate as a
          purchase price adjustment,  held in escrow,  retained as a contingency
          reserve,  or in connection  with other similar  arrangements)  for any
          Property  acquired  by  such   Unconsolidated   Affiliate  during  the
          immediately preceding fiscal quarter of the Borrower, plus

                    (h) the  contractual  purchase  price of  Properties  of the
          Borrower and its  Subsidiaries  and  Borrower's  and its  Subsidiaries
          Ownership Share of the contractual purchase price of Properties of the
          Borrower's Unconsolidated Affiliates, subject to purchase obligations,
          repurchase  obligations,  forward commitments and unfunded obligations
          to the  extent  such  obligations  and  commitments  are  included  in
          determinations of Total Liabilities, plus

                    (i) the  current  book  value of Land  held for  development
          (including  Borrower's and its  Subsidiaries'  Ownership Share of Land
          held for development by Borrower's Unconsolidated  Affiliates, but not
          including Land included in subsection (d) or (e) above), plus

                    (j) the current  book value  (including  Borrower's  and its
          Subsidiaries'    Ownership    Share   with   respect   to   Borrower's
          Unconsolidated  Affiliates) of accounts receivable (deemed collectable
          in the  ordinary  course of  business  and less than  ninety (90) days
          outstanding)  and notes  receivable  (deemed to be collectable) net of
          collection reserves.

          No more  than  five  percent  (5%) of the  Gross  Asset  Value  may be
          attributable  to the current  book value of land held for  development
          (not  including  book value of such land included in CIP), and no more
          then five percent (5%) of the Gross Asset Value may be attributable to
          the book value of current  portions of accounts  receivable  and notes
          receivable net of collection  reserves.  Without  limiting  Borrower's
          continuing obligations under Sections 10.1(g) and (h), any Gross Asset
          Value in excess of any limitation set forth therein shall be excluded.

          "Guarantor"  means  any  Person  that is  party to the  Guaranty  as a
"Guarantor"  and in any event shall  include  each  Person  which is required to
execute a Guaranty pursuant to the provisions of Section 8.14.

          "Guaranty",   "Guaranteed"   or  to  "Guarantee"  as  applied  to  any
obligation  means and includes:  (a) a guaranty  (other than by  endorsement  of
negotiable  instruments  for  collection  in the ordinary  course of  business),
directly or indirectly, in any manner, of any part or all of such obligation, or
(b) an agreement,  direct or indirect,  contingent or otherwise,  and whether or
not  constituting  a guaranty,  the  practical  effect of which is to assure the
payment or performance (or

                                       15
<PAGE>

payment of damages  in the event of  nonperformance)  of any part or all of such
obligation  whether by: (i) the purchase of securities or obligations,  (ii) the
purchase,  sale or lease (as lessee or lessor) of  property  or the  purchase or
sale of services  primarily for the purpose of enabling the obligor with respect
to such  obligation to make any payment or performance (or payment of damages in
the  event  of  nonperformance)  of or on  account  of any  part  or all of such
obligation,  or to assure the owner of such obligation  against loss,  (iii) the
supplying  of funds to or in any other  manner  investing  in the  obligor  with
respect to such obligation,  (iv) repayment of amounts drawn by beneficiaries of
letters of credit (including  Letters of Credit),  or (v) the supplying of funds
to or  investing  in a Person  on  account  of all or any part of such  Person's
obligation  under a  Guaranty  of any  obligation  or  indemnifying  or  holding
harmless, in any way, such Person against any part or all of such obligation. As
the context  requires,  "Guaranty"  shall also mean the  guaranty  executed  and
delivered pursuant to Section 6.1 and substantially in the form of Exhibit C.

          "Hazardous  Materials"  means  all  or  any  of  the  following:   (a)
substances that are defined or listed in, or otherwise  classified  pursuant to,
any  applicable   Environmental  Laws  as  "hazardous  substances",   "hazardous
materials",  "hazardous  wastes",  "toxic  substances" or any other  formulation
intended  to  define,  list or  classify  substances  by reason  of  deleterious
properties  such  as  ignitability,  corrosivity,  reactivity,  carcinogenicity,
reproductive toxicity,  "TCLP" toxicity, or "EP toxicity"; (b) oil, petroleum or
petroleum derived substances,  natural gas, natural gas liquids or synthetic gas
and  drilling  fluids,  produced  waters and other  wastes  associated  with the
exploration,  development or production of crude oil,  natural gas or geothermal
resources;  (c)  any  flammable  substances  or  explosives  or any  radioactive
materials; (d) asbestos in any form; and (e) electrical equipment which contains
any oil or dielectric fluid containing  levels of  polychlorinated  biphenyls in
excess of fifty parts per million.

          "Indebtedness"  means,  with  respect  to a  Person,  at the  time  of
computation thereof, all of the following (without duplication):

               (a) all obligations of such Person in respect of money borrowed;

               (b) all  obligations  of  such  Person  (other  than  trade  debt
incurred in the ordinary course of business),  whether or not for money borrowed
(i) represented by notes payable, or drafts accepted,  in each case representing
extensions  of credit,  (ii)  evidenced by bonds,  debentures,  notes or similar
instruments,  or (iii)  constituting  purchase money  indebtedness,  conditional
sales contracts,  title retention debt instruments or other similar instruments,
upon which interest  charges are customarily  paid or that are issued or assumed
as full or partial payment for property;

               (c) Capitalized Lease Obligations of such Person;

               (d) all  reimbursement  obligations  of such  Person  under or in
respect of any  letters of credit or  acceptances  (whether or not the same have
been presented for payment);

               (e) all Off Balance Sheet Liabilities of such Person;

                                       16
<PAGE>

               (f) net obligations  under any Derivatives  Contract in an amount
equal to the Derivatives Termination Value thereof;

               (g) all  Indebtedness  of other Persons which (i) such Person has
Guaranteed or is otherwise  recourse to such Person or (ii) is secured by a Lien
on any property of such Person; and

               (h) such  Person's  Ownership  Share of the  Indebtedness  of any
Unconsolidated  Affiliate  of such  Person  that is not  with  recourse  to such
Person.

          "Indemnity  and  Contribution   Agreement"  means  the  Indemnity  and
Contribution  Agreement  dated  substantially   concurrently  herewith  executed
amongst Borrower and each Guarantor.

          "Intellectual  Property"  has the  meaning  given that term in Section
7.1(s).

          "Interest  Expense" means, with respect to a Person and for any period
as determined in accordance with GAAP, (a) all paid or accrued  interest expense
(excluding  capitalized interest, but including interest expense attributable to
Capitalized Lease Obligations) of such Person and in any event shall include all
letter of credit fees and all interest  expense with respect to any Indebtedness
in respect of which such Person is wholly or partially  liable whether  pursuant
to any repayment,  interest carry, performance Guarantee or otherwise,  plus (b)
to the extent not already  included in the  foregoing  clause (a) such  Person's
Ownership Share of all paid or accrued interest expense  (excluding  capitalized
interest,  but including  interest  expense  attributable  to Capitalized  Lease
Obligations) for such period of Unconsolidated Affiliates of such Person.

          "Interest  Period" means,  with respect to any LIBOR Loan, each period
commencing  on the  date  such  LIBOR  Loan is made or the  last day of the next
preceding   Interest  Period  for  such  Loan  and  ending  on  the  numerically
corresponding  day  in  the  first,   second,  third  or  sixth  calendar  month
thereafter,  as the  Borrower  may  select in a Notice of  Borrowing,  Notice of
Continuation  or  Notice of  Conversion,  as the case may be,  except  that each
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is no  numerically  corresponding  day  in  the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any
Interest Period would  otherwise end after the  Termination  Date, such Interest
Period shall end on the  Termination  Date; (b) each Interest  Period that would
otherwise  end on a day  which  is not a  Business  Day  shall  end on the  next
succeeding  Business Day (or, if such next succeeding  Business Day falls in the
next  succeeding  calendar  month,  on the  preceding  Business  Day);  and  (c)
notwithstanding  the  immediately  preceding  clauses  (a) and (b),  no Interest
Period shall have a duration of less than one month and, if the Interest  Period
for any Loan  would  otherwise  be a  shorter  period,  such  Loan  shall not be
available hereunder for such period.

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

          "Investment"  means,  with respect to any Person,  any  acquisition or
investment (whether or not of a controlling interest) by such Person, whether by
means of (a) the purchase or other
                                       17
<PAGE>

acquisition of any Equity  Interest in another  Person,  (b) a loan,  advance or
extension of credit to, capital contribution to, Guaranty of Indebtedness of, or
purchase or other acquisition of any Indebtedness of, another Person,  including
any  partnership  or joint  venture  interest in such other  Person,  or (c) the
purchase or other  acquisition (in one transaction or a series of  transactions)
of assets of another  Person  that  constitute  the  business  or a division  or
operating unit of another  Person.  A commitment or option to make an Investment
in any other Person shall constitute an Investment. Except as expressly provided
otherwise, for purposes of determining compliance with any covenant contained in
a Loan  Document,  the amount of any  Investment  shall be the  amount  actually
invested,  without adjustment for subsequent increases or decreases in the value
of such Investment.

          "IRT" means IRT Property Company.

          "L/C Commitment Amount" equals $20,000,000.

          "L/C Termination Date" means the date which is seven (7) Business Days
prior to the Termination Date.

          "Land" means fully entitled unimproved land.

          "Leasing Rate" means,  with respect to any Unencumbered  Pool Property
(including  CIP) at any time, the ratio,  expressed as a percentage,  of (a) the
net rentable  square footage of such Property  actually leased to tenants paying
rent  pursuant to binding  leases as to which no material  monetary  default has
occurred and is continuing to (b) the aggregate net rentable  square  footage of
such Property.

          "Lender"  means  each  financial  institution  from time to time party
hereto as a "Lender" or a  "Designated  Lender,"  together  with its  respective
successors and permitted  assigns,  and, as the context  requires,  includes the
Swingline Lender;  provided,  however, that the term "Lender" shall exclude each
Designated Lender when used in reference to any Loan other than a Bid Rate Loan,
the Commitments or terms relating to any Loan other than a Bid Rate Loan and the
Commitments  and shall  further  exclude  each  Designated  Lender for all other
purposes hereunder except that any Designated Lender which funds a Bid Rate Loan
shall,  subject to Section 13.6(d),  have the rights (including the rights given
to a Lender  contained in Sections 13.2 and 13.10) and  obligations  of a Lender
associated with holding such Bid Rate Loan.

          "Lending Office" means, for each Lender and for each Type of Loan, the
office of such Lender  specified as such on its signature  page hereto or in the
applicable  Assignment  and Acceptance  Agreement,  or such other office of such
Lender as such Lender may notify the  Administrative  Agent in writing from time
to time.

          "Letter of Credit" has the meaning given that term in Section 2.2(a).

          "Letter of Credit Collateral  Account" means a special deposit account
accruing interest in favor of Borrower  maintained by the  Administrative  Agent
and under its sole dominion and control.

                                       18
<PAGE>
          "Letter  of Credit  Documents"  means,  with  respect to any Letter of
Credit,  collectively,  any  application  therefor,  any  certificate  or  other
document  presented in connection with a drawing under such Letter of Credit and
any other agreement, instrument or other document governing or providing for (a)
the rights and  obligations of the parties  concerned or at risk with respect to
such  Letter  of  Credit  or  (b)  any  collateral  security  for  any  of  such
obligations.

          "Letter of Credit Liabilities" means, without duplication, at any time
and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such
Letter  of  Credit  plus  (b)  the  aggregate  unpaid  principal  amount  of all
Reimbursement  Obligations  of the  Borrower  at such  time due and  payable  in
respect of all drawings  made under such Letter of Credit.  For purposes of this
Agreement,  a Lender (other than the Lender then acting as Administrative Agent)
shall be deemed to hold a Letter of Credit  Liability  in an amount equal to its
participation interest under Section 2.2(i) in the related Letter of Credit, and
the Lender then acting as Administrative  Agent shall be deemed to hold a Letter
of Credit  Liability in an amount equal to its retained  interest in the related
Letter of Credit after giving effect to the  acquisition  by the Lenders  (other
than the Lender  then  acting as  Administrative  Agent) of their  participation
interests under such Section.

          "LIBOR" means,  for any LIBOR Loan for any Interest  Period  therefor,
the  average  rate of  interest  per  annum at  which  deposits  in  immediately
available   funds  in  Dollars   are  offered  to  the  Lender  then  acting  as
Administrative Agent (at approximately 9:00 a.m., two Business Days prior to the
first  day of such  Interest  Period)  by first  class  banks  in the  interbank
Eurodollar  market where the Eurodollar  operations of the Lender then acting as
Administrative Agent are customarily conducted, for delivery on the first day of
such  Interest  Period,  such  deposits  being  for a  period  of time  equal or
comparable  to such  Interest  Period and in an amount equal to or comparable to
the principal  amount of the LIBOR Loan to which such Interest  Period  relates.
Each  determination of LIBOR by the Lender then acting as  Administrative  Agent
shall, in absence of demonstrable error, be conclusive and binding.

          "LIBOR  Auction" means a solicitation of Bid Rate Quotes setting forth
LIBOR Margin Loans based on LIBOR pursuant to Section 2.4.

          "LIBOR Loan" means a Loan bearing interest at a rate based on LIBOR.

          "LIBOR  Margin Loan" means a Bid Rate Loan the interest  rate on which
is determined on the basis of LIBOR pursuant to a LIBOR Auction.

          "Lien"  as  applied  to the  property  of any  Person  means:  (a) any
security interest,  encumbrance,  mortgage,  deed to secure debt, deed of trust,
pledge,  lien,  charge or lease  constituting  a Capitalized  Lease  Obligation,
conditional sale or other title retention agreement,  or other security title or
encumbrance  of any kind in respect of any property of such Person,  or upon the
income or profits  therefrom;  (b) any  arrangement,  express or implied,  under
which any  property  of such Person is  transferred,  sequestered  or  otherwise
identified for the purpose of subjecting the same to the payment of Indebtedness
or  performance  of any other  obligation  in  priority  to the  payment  of the
general,  unsecured  creditors of such Person;  (c) the filing of any  financing
statement  under  the UCC or its  equivalent  in any  jurisdiction;  and (d) any
agreement  by  such  Person  to  grant,  give  or  otherwise  convey  any of the
foregoing.
                                       19
<PAGE>
          "Loan"  means  a  Revolving  Loan,  Swingline  Loan  or Bid  Loan,  as
applicable.

          "Loan Document" means this Agreement,  each Note, each Guaranty,  each
Letter of Credit  Document,  the Fee  Letter,  the  Indemnity  and  Contribution
Agreement and each other  document or instrument  now or hereafter  executed and
delivered by a Loan Party in  connection  with,  pursuant to or relating to this
Agreement.

          "Loan Party" means each of the Borrower and the  Guarantors.  Schedule
1.1(B)  sets  forth the Loan  Parties  in  addition  to the  Borrower  as of the
Effective Date.

          "Material Adverse Effect" means a materially adverse effect on (a) the
business, assets, liabilities,  financial condition, or results of operations of
the  Borrower  and its  Subsidiaries  taken as a whole,  (b) the  ability of the
Borrower  or any other  Loan  Party to perform  its  obligations  under any Loan
Document to which it is a party,  (c) the validity or  enforceability  of any of
the  Loan  Documents,  (d)  the  rights  and  remedies  of the  Lenders  and the
Administrative  Agent under any of the Loan  Documents or (e) the timely payment
of the  principal  of or  interest  on the  Loans or other  amounts  payable  in
connection therewith.

          "Material Contract" means (a) each property management  agreement,  if
any,  not  terminable  on thirty (30) days'  notice with  respect to an Eligible
Property  and (b) any  other  contract  or other  arrangement  (other  than Loan
Documents),  whether  written or oral, to which the Borrower,  any Subsidiary or
any  other  Loan  Party  is a party  as to  which  the  breach,  nonperformance,
cancellation  or  failure  to renew by any party  thereto  could have a Material
Adverse Effect.

          "Material  Plan"  means at any time a Plan or Plans  having  aggregate
Unfunded Liabilities in excess of $3,000,000.

          "Maximum  Availability"  means, at any time, (a) the Unencumbered Pool
Value divided by (i) at any time prior to March 31, 2004, 1.667, and (ii) at any
time thereafter,  1.70, minus (b) all Unsecured  Liabilities of the Borrower and
its Subsidiaries  (not including the Loans or Letter of Credit  Liabilities made
or incurred hereunder) determined on a consolidated basis.

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage"  means a  mortgage,  deed of trust,  deed to secure debt or
similar security instrument made by a Person owning an interest in real property
granting a Lien on such interest in real property as security for the payment of
Indebtedness of such Person.

          "Multiemployer  Plan"  means at any time an employee  pension  benefit
plan  within the meaning of Section  4001(a)(3)  of ERISA to which any member of
the ERISA Group is then making or accruing an obligation  to make  contributions
or has within the preceding  five (5) plan years made  contributions,  including
for these  purposes  any Person  which  ceased to be a member of the ERISA Group
during such 5-year period.

          "Net Operating Income" means, for any Property and for a given period,
the sum  (without  duplication)  of (a) rents and other  revenues  earned in the
ordinary  course from such
                                       20
<PAGE>
Property  (excluding pre-paid rents and revenues and security deposits except to
the extent applied in satisfaction  of tenants'  obligations for rent) minus (b)
all expenses paid or accrued related to the ownership,  operation or maintenance
of such Property  (other than those  expenses  normally  covered by a management
fee), including but not limited to, taxes,  assessments and the like, insurance,
utilities,   payroll  costs,  maintenance,   repair  and  landscaping  expenses,
marketing expenses, and general and administrative expenses minus, to the extent
not already  covered in subsection (b) above,  (c) the Reserve for  Replacements
for such  Property  for such  period  minus (d) the  greater  of (i) the  actual
property  management  fee paid during such period with respect to such  Property
and (ii) an imputed  management  fee in an amount equal to three percent (3%) of
the gross  revenues  for such  Property for such period,  all as  determined  in
accordance with GAAP.

          "Net Proceeds"  means with respect to an Equity  Issuance by a Person,
the aggregate  amount of all cash or the Fair Market Value of all other property
received  by such Person in respect of such Equity  Issuance  net of  investment
banking  fees,  legal  fees,   accountants  fees,   underwriting  discounts  and
commissions  and other  customary  fees and expenses  actually  incurred by such
Person in connection with such Equity Issuance.

          "Non-Guarantor  Entity" means:  (a) any  Subsidiary or  Unconsolidated
Affiliate of the Borrower that is not required to become a party to the Guaranty
under Section  8.14(a),  and (b) any Preferred Stock Entity or non-Voting  Stock
Subsidiary and any Subsidiary or Unconsolidated Affiliate of any Preferred Stock
Entity or non-Voting Stock Subsidiary.

          "Nonrecourse   Indebtedness"   means,   with   respect  to  a  Person,
Indebtedness for borrowed money in respect of which recourse for payment (except
for  customary  exceptions  for fraud,  misapplication  of funds,  environmental
indemnities,  and other  similar  exceptions  to  recourse  liability  in a form
reasonably  acceptable to the Administrative  Agent) is contractually limited to
specific assets of such Person encumbered by a Lien securing such Indebtedness.

          "Note" means a Revolving Note, a Bid Rate Note or a Swingline Note.

          "Notice  of  Borrowing"  means a notice  substantially  in the form of
Exhibit D-1 to be  delivered  to the  Administrative  Agent  pursuant to Section
2.1(b) evidencing the Borrower's request for a borrowing of Revolving Loans.

          "Notice of Continuation"  means a notice  substantially in the form of
Exhibit E to be delivered to the  Administrative  Agent  pursuant to Section 2.9
evidencing the Borrower's request for the Continuation of a LIBOR Loan.

          "Notice of  Conversion"  means a notice  substantially  in the form of
Exhibit F to be delivered to the  Administrative  Agent pursuant to Section 2.10
evidencing the Borrower's  request for the Conversion of a Loan from one Type to
another Type.

          "Notice of Swingline  Borrowing"  means a notice  substantially in the
form of Exhibit D-2 to be  delivered  to the  Administrative  Agent  pursuant to
Section 2.3(b)  evidencing  the Borrower's  request for a borrowing of Swingline
Loans.
                                       21
<PAGE>

          "Obligations" means, individually and collectively:  (a) the aggregate
principal balance of, and all accrued and unpaid interest on, all Loans; (b) all
Reimbursement  Obligations and all other Letter of Credit  Liabilities;  and (c)
all other indebtedness,  liabilities,  obligations,  covenants and duties of the
Borrower or any of the other Loan Parties owing to the  Administrative  Agent or
any Lender of every kind,  nature and  description,  under or in respect of this
Agreement or any of the other Loan Documents, including, without limitation, the
Fees and indemnification  obligations,  whether direct or indirect,  absolute or
contingent, due or not due, contractual or tortious, liquidated or unliquidated,
and whether or not evidenced by any promissory note.

          "Off Balance Sheet Liabilities" means, with respect to any Person, (a)
any repurchase obligation or liability,  contingent or otherwise, of such Person
with respect to any accounts or notes receivable sold,  transferred or otherwise
disposed  of by  such  Person,  (b)  any  repurchase  obligation  or  liability,
contingent  or  otherwise,  of such  Person  with  respect to property or assets
leased  by  such  Person  as  lessee  and  (c) all  obligations,  contingent  or
otherwise,  of such Person under any synthetic  lease,  tax retention  operating
lease,  off balance  sheet loan or similar off balance  sheet  financing  if the
transaction  giving rise to such obligation (i) is considered  indebtedness  for
borrowed money for tax purposes but is classified as an operating  lease or (ii)
does not (and is not required  pursuant to GAAP to) appear as a liability on the
balance sheet of such Person.

          "Officer's  Certificate"  means a  certificate  signed by a  specified
officer of a Person certifying as to the matters set forth therein.

          "Operating  Property  Value" means,  as of a given date, (a) EBITDA of
the Borrower and its  Subsidiaries  for the fiscal  quarter most recently  ended
multiplied  by four (4) and divided by 9.125%,  plus (b) EBITDA from  management
activities for the fiscal quarter most recently ended multiplied by four (4) and
divided by 20%. For purposes of determining the component of Operating  Property
Value under clause (a) above,  the following shall be excluded:  (i) EBITDA from
Properties  acquired by the Borrower or any  Subsidiary  during the  immediately
preceding  fiscal  quarter of the  Borrower  or  disposed  of by any such Person
during the  immediately  preceding  fiscal quarter of the Borrower,  (ii) EBITDA
from management activities, and (iii) if applicable, EBITDA from CIP.

          "Ownership  Share" means,  with respect to any  Subsidiary of a Person
(other than a Wholly  Owned  Subsidiary)  or any  Unconsolidated  Affiliate of a
Person,  the greater of (a) such Person's  relative  nominal direct and indirect
ownership   interest   (expressed  as  a  percentage)  in  such   Subsidiary  or
Unconsolidated  Affiliate or (b) subject to compliance with Section 9.4(q), such
Person's  relative  direct  and  indirect  economic  interest  (calculated  as a
percentage)  in  such  Subsidiary  or  Unconsolidated  Affiliate  determined  in
accordance with the applicable  provisions of the declaration of trust, articles
or  certificate  of   incorporation,   articles  of  organization,   partnership
agreement,  joint venture agreement or other applicable  organizational document
of such Subsidiary or Unconsolidated Affiliate.

          "Participant" has the meaning given that term in Section 13.6(b).

          "PBGC"  means  the  Pension  Benefit  Guaranty   Corporation  and  any
successor agency.

                                       22
<PAGE>
          "Permitted  Liens" means (a) Liens  securing  taxes,  assessments  and
other charges or levies  imposed by any  Governmental  Authority  (excluding any
Lien  imposed  pursuant  to any of the  provisions  of ERISA or  pursuant to any
Environmental  Laws)  or  the  claims  of  materialmen,   mechanics,   carriers,
warehousemen or landlords for labor, materials,  supplies or rentals incurred in
the ordinary  course of business,  which are not at the time required to be paid
or  discharged  under  Section 8.6; (b) Liens  consisting of deposits or pledges
made,  in the ordinary  course of business,  in  connection  with,  or to secure
payment of, obligations under workmen's compensation,  unemployment insurance or
similar  Applicable  Laws; (c) Liens consisting of encumbrances in the nature of
zoning restrictions,  easements, and rights or restrictions of record on the use
of real  property,  which  do not  materially  detract  from  the  value of such
property  or impair the use  thereof in the  business  of such  Person;  (d) the
rights of tenants  under leases or subleases not  interfering  with the ordinary
conduct  of  business  of  the   Borrower;   and  (e)  Liens  in  favor  of  the
Administrative Agent for the benefit of the Lenders.

          "Person"  means  an  individual,  corporation,   partnership,  limited
liability  company,  association,  trust or  unincorporated  organization,  or a
government or any agency or political subdivision thereof.

          "Plan" means at any time an employee  pension benefit plan (other than
a  Multiemployer  Plan)  which is covered by Title IV of ERISA or subject to the
minimum  funding  standards  under Section 412 of the Internal  Revenue Code and
either (i) is maintained,  or  contributed  to, by any member of the ERISA Group
for  employees  of any member of the ERISA  Group or (ii) has at any time within
the preceding five (5) years been  maintained,  or contributed to, by any Person
which was at such time a member of the ERISA Group for  employees  of any Person
which was at such time a member of the ERISA Group.

          "Post-Default  Rate" means, in respect of any principal of any Loan or
any other Obligation that is not paid when due (whether at stated  maturity,  by
acceleration,  by optional or mandatory  prepayment  or  otherwise),  a rate per
annum  equal to four  percent  (4%) plus the Base Rate as in effect from time to
time.

          "Preferred Stock" means, with respect to any Person, shares of capital
stock of, or other  Equity  Interests  in,  such  Person  which are  entitled to
preference or priority over any other capital stock of, or other Equity Interest
in, such Person in respect of the payment of dividends or distribution of assets
upon liquidation or both.

          "Preferred Stock Entity" means any Person (other than a Subsidiary) in
whom the Borrower owns,  directly or indirectly,  at least  ninety-five (95%) of
the  Preferred  Stock or other equity  interests  which are not Voting Stock and
which Preferred Stock or other equity interests  entitle the Borrower to receive
the majority of all economic  benefits  associated  with ownership of all equity
interests issued by such Person.

          "Property"  means a parcel  (or  group  of  related  parcels)  of real
property developed (or to be developed).

                                       23
<PAGE>

          "Pro Rata Share" means, as to each Lender,  the ratio,  expressed as a
percentage,  of (a) the  amount  of such  Lender's  Commitment  to (b) the Total
Commitment Amount;  provided,  however, that if at the time of determination the
Commitments  have  terminated  or been reduced to zero,  the "Pro Rata Share" of
each  Lender  shall be the Pro Rata Share of such  Lender in effect  immediately
prior to such termination or reduction. The Pro Rata Shares of Lenders as of the
Agreement Date are as set forth on Schedule 1.1(A) hereto, and shall be modified
from time to time to reflect any  assignments  to or by such Lender  effected in
accordance with Section 13.6.

          "Rating   Agencies"  means  S&P,  Moody's  and  any  other  nationally
recognized  securities rating agency selected by the Borrower and approved of by
the Administrative Agent in writing.

          "Recourse  Indebtedness"  means  Indebtedness  that is not Nonrecourse
Indebtedness.

          "Recurring Capital  Expenditures"  means capital  expenditures made in
respect of a Property for  maintenance of such Property and replacement of items
due to ordinary wear and tear including,  but not limited to,  expenditures made
for  maintenance  or  replacement of carpeting,  roofing  materials,  mechanical
systems,  electrical  systems  and other  structural  systems  and  expenditures
relating to tenant  improvements  and leasing  commissions.  "Recurring  Capital
Expenditures"  shall not include any of the  following (a)  improvements  to the
appearance  of such  Property or any other major  upgrade or  renovation of such
Property not necessary for proper maintenance or marketability of such Property;
(b) capital  expenditures for seismic  upgrades or (c) capital  expenditures for
deferred  maintenance  for such Property  existing at the time such Property was
acquired by the Borrower or a Subsidiary.

          "Redevelopment  Property"  means a Property  (a) on which the existing
building or other  improvements are undergoing  renovation and redevelopment and
for which any of the following has occurred (i) construction  has commenced,  or
(ii) the Borrower, any Subsidiary or any Unconsolidated  Affiliate,  as the case
may be, has entered into a binding construction  contract or (iii) the Borrower,
any Subsidiary or any Unconsolidated  Affiliate, as the case may be, has entered
into a binding  agreement by an anchor  tenant to enter into a lease of any such
Property  and (b)  either  (i) that has not  achieved  a Leasing  Rate of eighty
percent  (80%) or more or (ii) on which  the  improvements  (other  than  tenant
improvements  on unoccupied  space) related to the renovation and  redevelopment
have not been completed.  The term  "Redevelopment  Property" shall include real
property of the type described in the immediately  preceding sentence to be (but
not yet) acquired by any such Person upon completion of construction pursuant to
a contract  in which the seller of such real  property  is  required to renovate
prior to, and as a condition  precedent  to, such  acquisition  or real property
being  developed by third parties with related  indebtedness  that the Borrower,
any Subsidiary or any Unconsolidated Affiliate has guaranteed or as to which any
such  Person is  otherwise  obligated.  A  Redevelopment  Property  on which all
improvements (other than tenant improvements on unoccupied space) related to the
development  of such  Property  have been  substantially  completed for at least
twelve  (12)  months  shall  cease  to  constitute  a   Redevelopment   Property
notwithstanding  the fact that such  Property has not achieved a Leasing Rate of
at least eighty percent (80%).

          "Regulatory  Change"  means,  with  respect to any Lender,  any change
effective  after  the  Agreement  Date  in  Applicable  Law  (including  without
limitation,  Regulation  D of the  Board of
                                       24
<PAGE>

Governors  of the Federal  Reserve  System) or the adoption or making after such
date of any written interpretation,  directive or request applying to a class of
banks,  including  such Lender,  of or under any  Applicable Law (whether or not
having the force of law and whether or not failure to comply  therewith would be
unlawful) by any Governmental  Authority or monetary  authority charged with the
interpretation  or  administration  thereof or compliance by any Lender with any
written request or directive regarding capital adequacy.

          "Reimbursement  Obligation"  means  the  absolute,  unconditional  and
irrevocable obligation of the Borrower to reimburse the Administrative Agent for
any drawing honored by the Administrative Agent under a Letter of Credit.

          "REIT"  means a Person  which is  properly  taxable as a "real  estate
investment trust" under the Internal Revenue Code.

          "Requisite  Lenders"  means,  as of any date,  Lenders having at least
66-2/3%  of the  Total  Commitment  Amount,  or,  if the  Commitments  have been
terminated or reduced to zero, Lenders holding at least 66 2/3% of the principal
amount of the Loans then outstanding and Letter of Credit Liabilities.

          "Reserve for  Replacements"  means, for any period and with respect to
any  Property,  an  amount  equal to (a) the  aggregate  square  footage  of all
completed space of such Property times (b) $0.15 times (c) the number of days in
such period  divided by (d) 365. If the term  Reserve for  Replacements  is used
without  reference to any specific  Property,  then it shall be determined on an
aggregate basis with respect to all Properties and a proportionate  share of all
real property of all Unconsolidated Affiliates.

          "Restricted  Payment" means:  (a) any dividend or other  distribution,
direct or  indirect,  on  account  of any  shares of any class of stock or other
Equity  Interest of the  Borrower or any of its  Subsidiaries  now or  hereafter
outstanding,  except a dividend  payable solely in shares of that class of stock
to the  holders  of  that  class;  (b)  any  redemption,  conversion,  exchange,
retirement,  sinking fund or similar payment,  purchase or other acquisition for
value,  direct or indirect,  of any shares of any class of stock or other Equity
Interest  of  the  Borrower  or  any  of  its   Subsidiaries  now  or  hereafter
outstanding;  (c) any payment or prepayment of principal of, premium, if any, or
interest on, redemption, conversion, exchange, purchase, retirement, defeasance,
sinking fund or similar payment with respect to, any Subordinated  Debt; and (d)
any  payment  made to retire,  or to obtain the  surrender  of, any  outstanding
warrants, options or other rights to acquire shares of any class of stock of the
Borrower or any of its Subsidiaries now or hereafter outstanding.

          "Revolving  Loan"  means  a loan  made  by a  Lender  to the  Borrower
pursuant to Section 2.1(a).

          "Revolving Note" has the meaning given that term in Section 2.11.

          "Secured   Indebtedness"  means,  with  respect  to  any  Person,  any
Indebtedness  of such  Person  that is  secured in any manner by any Lien on any
real  property and shall include such  Person's  Ownership  Share of the Secured
Indebtedness of any of such Person's Unconsolidated Affiliates.

                                       25
<PAGE>
          "Securities  Act" means the  Securities  Act of 1933,  as amended from
time to time, together with all rules and regulations issued thereunder.

          "Solvent"  means,  when used with respect to any Person,  that (a) the
fair value and the fair salable value of its assets  (excluding any Indebtedness
due from any affiliate of such Person) are each in excess of the fair  valuation
of its total liabilities (including all contingent liabilities); (b) such Person
is able to pay its debts or other  obligations  in the  ordinary  course as they
mature;  and (c) such Person has capital not unreasonably  small to carry on its
business and all business in which it proposes to be engaged.

          "S&P"  means  Standard & Poor's  Rating  Services,  a division  of The
McGraw-Hill Companies, Inc.

          "Stated  Amount"  means  the  amount   available  to  be  drawn  by  a
beneficiary  under a Letter of Credit  from time to time,  as such amount may be
increased  or  reduced  from time to time in  accordance  with the terms of such
Letter of Credit.

          "Subordinated  Debt"  means  Indebtedness  for money  borrowed  of the
Borrower or any of its Subsidiaries that is subordinated in right of payment and
otherwise to the Loans and the other Obligations in a manner satisfactory to the
Administrative Agent in its sole and absolute discretion.

          "Subsidiary"  means each  Person  (a) with  respect to which more than
fifty  percent  (50%) of the  stock,  capital  or income  interests  are  owned,
directly or  indirectly,  by Borrower or (b) the financial  results of which are
consolidated under GAAP in the financial statements of Borrower.

          "Substantial  Amount" means, at the time of determination  thereof, an
amount in excess of thirty percent (30%) of total consolidated assets (exclusive
of depreciation) at such time of the Borrower and its Subsidiaries determined on
a consolidated basis.

          "Swingline Commitment" means the Swingline Lender's obligation to make
Swingline  Loans  pursuant to Section 2.3 in an amount up to, but not  exceeding
the amount set forth in Section 2.3(a).

          "Swingline  Lender"  means  Administrative   Agent,  in  its  capacity
pursuant to Section 2.3.

          "Swingline  Loan"  means a loan  made by the  Swingline  Lender to the
Borrower pursuant to Section 2.3.

          "Swingline Note" means a promissory note of the Borrower substantially
in the form of Exhibit G-2,  payable to the order of the  Swingline  Lender in a
principal  amount equal to the amount of the Swingline  Commitment as originally
in effect and otherwise duly completed.

          "Swingline  Termination  Date"  means  the date  which  is  seven  (7)
Business Days prior to the Termination Date.

                                       26
<PAGE>
          "Tangible  Net Worth"  means,  for any Person and as of a given  date,
such Person's total consolidated  stockholders'  equity plus, in the case of the
Borrower,  increases in accumulated  depreciation and amortization accrued after
the Agreement Date, minus (to the extent reflected in determining  stockholders'
equity of such Person):  (a) the amount of any write-up in the book value of any
assets contained in any balance sheet resulting from revaluation  thereof or any
write-up in excess of the cost of such assets acquired; and (b) the aggregate of
all  amounts  appearing  on the  assets  side  of any  such  balance  sheet  for
franchises,   licenses,  permits,  patents,  patent  applications,   copyrights,
trademarks,  service marks, trade names, goodwill,  treasury stock, experimental
or  organizational  expenses and other like assets which would be  classified as
intangible assets under GAAP, all determined on a consolidated basis.

          "Taxes" has the meaning given that term in Section 3.12.

          "Termination  Date"  means  February  12,  2006,  as such  date may be
extended in accordance with Section 2.15.

          "Total Budgeted Cost" means, with respect to a Development Property or
a  Redevelopment  Property,  and at any time, the aggregate  amount of all costs
budgeted to be paid,  incurred or otherwise expended or accrued by the Borrower,
a Subsidiary  or an  Unconsolidated  Affiliate  with respect to such Property to
achieve one hundred percent (100%) occupancy,  including without limitation, all
amounts  budgeted with respect to all of the following:  (a) acquisition of land
and any related  improvements;  (b) a  reasonable  and  appropriate  reserve for
construction  interest;  (c) a  reasonable  and  appropriate  operating  deficit
reserve; (d) tenant improvements, (e) leasing commissions and (f) other hard and
soft costs  associated with the development or  redevelopment  of such Property.
With respect to any  Property to be developed in more than one phase,  the Total
Budgeted  Cost shall  exclude  budgeted  costs  (other  than costs  relating  to
acquisition  of land and  related  improvements)  to the extent  relating to any
phase  for  which  (i)  construction  has not yet  commenced  and (ii) a binding
construction  contract  has not been  entered  into by the  Borrower,  any other
Subsidiary or any Unconsolidated Affiliate, as the case may be.

          "Total  Commitment  Amount"  means,  at any time,  the then  aggregate
amount of the Commitments of all Lenders hereunder.  The Total Commitment Amount
is  $340,000,000  as of the  Effective  Date,  and is  subject  to  increase  in
accordance with Section 2.14.

          "Total  Liabilities"  means,  as to any Person as of a given date, all
liabilities  which would, in conformity  with GAAP, be properly  classified as a
liability  on a  consolidated  balance  sheet  of such  Person  as of such  date
(excluding  any  liability  associated  with  tenant  deposits),  together  with
(without duplication):

                    (a)  all   Indebtedness  of  such  Person  (whether  or  not
          Nonrecourse  Indebtedness  and  whether  or not  secured  by a  Lien),
          including without limitation, Capitalized Lease Obligations;

                    (b)  all  accounts  payable  and  accrued  expenses  of such
          Person;

                                       27
<PAGE>
                    (c) all  purchase  and  repurchase  obligations  and forward
          commitments  of  such  Person  to  the  extent  such   obligations  or
          commitments  are evidenced by a binding  purchase  agreement  (forward
          commitments  shall  include  without  limitation  (i)  forward  equity
          commitments  and (ii)  commitments to purchase any real property under
          development, redevelopment or renovation);

                    (d) all unfunded obligations of such Person;

                    (e) all lease  obligations of such Person  (including ground
          leases)  to the  extent  required  under  GAAP to be  classified  as a
          liability on the balance sheet of such Person;

                    (f) all  Contingent  Obligations  of such Person  including,
          without limitation, all Guarantees of Indebtedness by such Person;

                    (g) all liabilities of any Unconsolidated  Affiliate of such
          Person,  which  liabilities such Person has Guaranteed or is otherwise
          obligated on a recourse basis; and

                    (h) such Person's Ownership Share of the Indebtedness of any
          Unconsolidated   Affiliate  of  such  Person,   including  Nonrecourse
          Indebtedness of such Person.

          For purposes of clauses (c) and (d) of this definition,  the amount of
Total  Liabilities of a Person at any given time in respect of (x) a contract to
purchase or otherwise acquire  unimproved or fully developed real property shall
be equal to (i) the  total  purchase  price  payable  by such  Person  under the
contract if, at such time, the seller of such real property would be entitled to
specifically  enforce the  contract  against such  Person,  otherwise,  (ii) the
aggregate  amount of due diligence  deposits,  earnest money  payments and other
similar  payments  made by such Person under the contract  which,  at such time,
would be  subject to  forfeiture  upon  termination  of the  contract  and (y) a
contract  relating  to the  acquisition  of real  property  which the  seller is
required to develop or renovate prior to, and as a condition  precedent to, such
acquisition,  shall equal the maximum amount reasonably  estimated to be payable
by such Person  under the  contract  assuming  performance  by the seller of its
obligations under the contract,  which amount shall include, without limitation,
any amounts payable after  consummation of such  acquisition  which may based on
certain performance levels or other related criteria.

          For purposes of this  definition,  if the assets of a Subsidiary  of a
Person consist  solely of Equity  Interests in one  Unconsolidated  Affiliate of
such  Person  and such  Person is not  otherwise  obligated  in  respect  of the
Indebtedness of such Unconsolidated Affiliate, then only such Person's Ownership
Share of the Indebtedness of such Unconsolidated  Affiliate shall be included as
Total Liabilities of such Person.

          "Type" with respect to any Revolving Loan, refers to whether such Loan
is a LIBOR Loan or a Base Rate Loan,  or in the case of a Bid Rate Loan only, an
Absolute Rate Loan or a LIBOR Margin Loan.

          "UCC" means the Uniform Commercial Code as in effect in any applicable
jurisdiction.

                                       28
<PAGE>
          "Unconsolidated  Affiliate"  means,  with  respect to any Person,  any
other  Person in whom such  Person  holds an  Investment,  which  Investment  is
accounted for in the  financial  statements of such Person on an equity basis of
accounting and whose financial results would not be consolidated under GAAP with
the financial results of such Person on the consolidated financial statements of
such Person.

          "Unencumbered  Net  Operating  Income"  means,  for  any  period,  the
aggregate  Net  Operating  Income  for  such  period  of all  Unencumbered  Pool
Properties (or if such Property is owned by a Subsidiary,  any of the Borrower's
direct or indirect ownership interest in such Subsidiary) that were unencumbered
by Liens as of the last day of such period.

          "Unencumbered Pool Certificate" means a report, certified by the chief
financial  officer or treasurer of the  Borrower,  substantially  in the form of
Exhibit B, setting forth the calculations required to establish the Unencumbered
Pool  Values of each  Unencumbered  Pool  Property  as of a  specified  date and
certifying that each  Unencumbered  Pool Property remains an Eligible  Property,
all in form and detail satisfactory to the Administrative Agent.

          "Unencumbered  Pool Properties" means those Eligible  Properties that,
pursuant to the terms of this Agreement, are to be included when calculating the
Unencumbered  Pool  Value.  A Property  shall cease to be an  Unencumbered  Pool
Property if such Property shall cease, at any time, to be an Eligible Property.

          "Unencumbered Pool Value" means the sum of:

                    (a) the Net  Operating  Income  of  each  Unencumbered  Pool
          Property  (other  than a  Property  referred  to in clause  (b) or (c)
          below) for the fiscal  quarter most recently  ended times four (4) and
          divided by 9.25% plus

                    (b) the acquisition cost of any  Unencumbered  Pool Property
          not owned for the entire prior fiscal quarter period plus

                    (c)  the  aggregate  book  value  of any  Unencumbered  Pool
          Property  constituting  CIP, as of the last day of the fiscal  quarter
          most recently ended.

          provided that no more than fifteen  percent (15%) of the  Unencumbered
          Pool Value may be  attributable to the book value of CIP, no more than
          ten percent (10%) of the  Unencumbered  Pool Value may be attributable
          to any one  Eligible  Property,  no more than five percent (5%) of the
          Unencumbered Pool Value may be attributable to non-retail  Properties,
          and the Unencumbered Pool Value shall be adjusted from time to time to
          delete one or more Properties  such that the weighted  average Leasing
          Rate for the  Unencumbered  Pool  Properties  at all  times  equals or
          exceeds eighty percent (80%).

          "Unfunded  Liabilities"  means,  with respect to any Plan at any time,
the amount (if any) by which (a) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for  purposes  of Section  4044 of ERISA,  exceeds  (b) the fair market
value of all Plan assets allocable to such  liabilities  under Title IV of ERISA
(excluding any accrued but unpaid contributions),  all determined as of the then
most
                                       29
<PAGE>

recent  valuation  date for such Plan,  but only to the extent  that such excess
represents  a potential  liability of a member of the ERISA Group to the PBGC or
any other Person under Title IV of ERISA.  "Unsecured  Interest  Expense"  means
Interest Expense on Borrower's and any Subsidiary's Unsecured Liabilities,  plus
Borrower's  Ownership Share of Interest  Expense on Unsecured  Liabilities  with
respect to Unconsolidated Affiliates.

          "Unsecured  Liabilities"  means,  as to any Person as of a given date,
the sum of the following (without duplication): (a) all liabilities which would,
in  conformity  with GAAP,  be properly  classified  as a liability on a balance
sheet of such Person as at such date; plus (b) all  Indebtedness of such Person;
minus (c) all Secured Indebtedness of such Person.

          "Voting  Stock"  means  capital  stock  issued  by a  corporation,  or
equivalent  interests in any other Person,  the holders of which are ordinarily,
in the absence of contingencies,  entitled to vote for the election of directors
(or persons performing  similar functions) of such Person,  even if the right so
to vote has been suspended by the happening of such a contingency.

          "Wells Fargo" means Wells Fargo Bank,  National  Association,  and its
successors and permitted assigns.

          "Wholly Owned  Subsidiary" means any Subsidiary of a Person in respect
of which all of the equity securities or other ownership  interests (other than,
in the case of a  corporation,  directors'  qualifying  shares)  are at the time
directly or  indirectly  owned or controlled by such Person or one or more other
Subsidiaries of such Person or by such Person and one or more other Subsidiaries
of such Person.

          General; References to San Francisco Time.

          Unless  otherwise   indicated,   all  accounting  terms,   ratios  and
measurements  shall be  interpreted  or determined  in  accordance  with GAAP in
effect as of the Agreement  Date, and all financial  reporting by Borrower shall
be  on a  consolidated  basis.  References  in  this  Agreement  to  "Sections",
"Articles",  "Exhibits" and "Schedules" are to sections,  articles, exhibits and
schedules  herein and hereto  unless  otherwise  indicated.  References  in this
Agreement  to any  document,  instrument  or  agreement  (a) shall  include  all
exhibits,  schedules  and  other  attachments  thereto,  (b) shall  include  all
documents,  instruments or agreements issued or executed in replacement thereof,
to the extent permitted  hereby and (c) shall mean such document,  instrument or
agreement,  or  replacement or predecessor  thereto,  as amended,  supplemented,
restated or otherwise  modified from time to time to the extent permitted hereby
and  in  effect  at any  given  time.  Wherever  from  the  context  it  appears
appropriate, each term stated in either the singular or plural shall include the
singular and plural,  and pronouns  stated in the masculine,  feminine or neuter
gender  shall  include  the  masculine,  the  feminine  and the  neuter.  Unless
explicitly  set forth to the  contrary,  a  reference  to  "Subsidiary"  means a
Subsidiary of the Borrower or a Subsidiary of such Subsidiary and a reference to
an  "Affiliate"  means a reference to an Affiliate of the  Borrower.  Titles and
captions of Articles,  Sections,  subsections  and clauses in this Agreement are
for  convenience  only,  and neither  limit nor amplify the  provisions  of this

                                       30
<PAGE>

Agreement.  Unless otherwise indicated, all references to time are references to
San Francisco, California time.

                                 CREDIT FACILITY

     Revolving Loans.

     Generally.  Subject to the terms and conditions  hereof,  including without
limitation,  Section  2.14,  during the period  from the  Effective  Date to but
excluding the Termination  Date, each Lender severally and not jointly agrees to
make Revolving Loans to the Borrower in an aggregate principal amount at any one
time outstanding up to, but not to exceed,  the lesser of (i) the amount of such
Lender's  Commitment  and  (ii)  such  Lender's  Pro Rata  Share of the  Maximum
Availability.  Subject to the terms and conditions of this Agreement, during the
period from the  Effective  Date to but  excluding  the  Termination  Date,  the
Borrower may borrow, repay and reborrow Revolving Loans hereunder.

     Requesting  Revolving  Loans.  The Borrower  shall give the  Administrative
Agent notice  pursuant to a Notice of  Borrowing of each  borrowing of Revolving
Loans. Each Notice of Borrowing shall be delivered to the  Administrative  Agent
before 9:00 a.m. (i) in the case of LIBOR Loans,  on the date three (3) Business
Days prior to the proposed  date of such  borrowing and (ii) in the case of Base
Rate Loans,  on the date one (1) Business Day prior to the proposed date of such
borrowing.  The  Administrative  Agent shall  transmit by telecopy the Notice of
Borrowing  (or the  information  contained in such Notice of  Borrowing) to each
Lender  promptly  upon  receipt  by the  Administrative  Agent.  Each  Notice of
Borrowing shall be irrevocable once received by Administrative Agent and binding
on the Borrower.

     Disbursements  of Revolving Loan  Proceeds.  No later than 9:00 a.m. on the
date specified in the Notice of Borrowing,  each Lender shall make available for
the account of its applicable  Lending Office to the  Administrative  Agent,  in
immediately  available  funds,  the proceeds of the Revolving Loan to be made by
such  Lender.  With respect to  Revolving  Loans to be made after the  Effective
Date,  unless the  Administrative  Agent shall have been  notified by any Lender
prior to the  specified  date of  borrowing  that such Lender does not intend to
make available to the Administrative Agent the Revolving Loan to be made by such
Lender on such date, the  Administrative  Agent may assume that such Lender will
make the proceeds of such Revolving Loan available to the  Administrative  Agent
on the date of the  requested  borrowing as set forth in the Notice of Borrowing
and the  Administrative  Agent may (but shall not be obligated  to), in reliance
upon  such  assumption,  make  available  to the  Borrower  the  amount  of such
Revolving  Loan to be provided by such Lender.  Subject to  satisfaction  of the
applicable  conditions  set  forth  in  Article  VI  for  such  borrowing,   the
Administrative  Agent shall make the proceeds of such borrowing available to the
Borrower no later than 11:00 a.m. on the date and at the  account  specified  by
the Borrower in such Notice of Borrowing.

     Letters of Credit.

     Letters of Credit.  Subject to the terms and conditions of this  Agreement,
the  Administrative  Agent,  on behalf of the  Lenders,  agrees to issue for the
account of the Borrower  during the
                                       31
<PAGE>

period  from and  including  the  Effective  Date  to,  but  excluding,  the L/C
Termination  Date one or more  standby  letters  of credit  (each a  "Letter  of
Credit") up to a maximum aggregate Stated Amount at any one time outstanding not
to exceed the L/C Commitment Amount.

     Terms of Letters of Credit.  At the time of  issuance,  the  amount,  form,
terms and  conditions  of each Letter of Credit  shall be subject to approval by
the Administrative Agent and the Borrower.  Notwithstanding the foregoing, in no
event may (i) the expiration  date of any Letter of Credit extend beyond the L/C
Termination  Date, (ii) any Letter of Credit have initial  duration in excess of
one year, or (iii) any Letter of Credit contain an automatic  renewal  provision
which (x) would  allow  such  Letter of Credit to be  renewed  more  often  than
annually or (y) would allow,  after giving  effect to all renewal  periods,  the
expiration  date of such Letter of Credit to extend  beyond the L/C  Termination
Date.  The  initial  Stated  Amount of each  Letter of Credit  shall be at least
$500,000.

     Requests  for Issuance of Letters of Credit.  The  Borrower  shall give the
Administrative Agent written notice at least five (5) Business Days prior to the
requested  date of  issuance  of a Letter of Credit,  such notice to describe in
reasonable  detail the proposed terms of such Letter of Credit and the nature of
the  transactions  or  obligations  proposed to be  supported  by such Letter of
Credit,  and in any event shall set forth with  respect to such Letter of Credit
(i) the  proposed  initial  Stated  Amount,  (ii)  the  beneficiary,  and  (iii)
expiration  date.  The Borrower  shall also  execute and deliver such  customary
applications  and agreements for standby  letters of credit,  and other forms as
requested from time to time by the Administrative  Agent.  Provided the Borrower
has given the notice  prescribed by the first  sentence of this  subsection  and
delivered such application and agreements referred to in the preceding sentence,
subject to the other  terms and  conditions  of this  Agreement,  including  the
satisfaction of any applicable conditions precedent set forth in Article VI, the
Administrative Agent shall issue the requested Letter of Credit on the requested
date of issuance for the benefit of the stipulated  beneficiary  but in no event
prior to the date five (5)  Business  Days  following  the date after  which the
Administrative  Agent has received all of the items  required to be delivered to
it under  this  subsection.  Upon  the  written  request  of the  Borrower,  the
Administrative  Agent shall  deliver to the Borrower a copy of (i) any Letter of
Credit proposed to be issued  hereunder  prior to the issuance  thereof and (ii)
each issued Letter of Credit within a reasonable time after the date of issuance
thereof.  To the extent any term of a Letter of Credit  Document is inconsistent
with a term of any Loan Document, the term of such Loan Document shall control.

     Reimbursement  Obligations.  Upon receipt by the Administrative  Agent from
the  beneficiary  of a Letter of Credit of any  demand  for  payment  under such
Letter of Credit, the Administrative Agent shall promptly notify the Borrower of
the amount to be paid by the Administrative Agent as a result of such demand and
the  date on which  payment  is to be made by the  Administrative  Agent to such
beneficiary  in  respect  of  such  demand.   The  Borrower  hereby  absolutely,
unconditionally  and irrevocably  agrees to pay and reimburse the Administrative
Agent for the amount of each demand for  payment  under such Letter of Credit at
or prior to the date on which payment is to be made by the Administrative  Agent
to the beneficiary  thereunder,  without presentment,  demand,  protest or other
formalities of any kind. Upon receipt by the Administrative Agent of any payment
in respect of any  Reimbursement  Obligation,  the
                                       32
<PAGE>
Administrative  Agent shall  promptly  pay to each  Lender  that has  acquired a
participation  therein under the second sentence of Section 2.2(i) such Lender's
Pro Rata Share of such payment.

     Manner of  Reimbursement.  Upon its receipt of a notice  referred to in the
immediately   preceding   subsection   (d),  the   Borrower   shall  advise  the
Administrative  Agent whether or not the Borrower intends to borrow hereunder to
finance its obligation to reimburse the  Administrative  Agent for the amount of
the related  demand for payment  and, if it does,  the  Borrower  shall submit a
timely Notice of Borrowing as provided in Section 2.1(b).  If the Borrower fails
to so advise the Administrative Agent, or if the Borrower fails to reimburse the
Administrative  Agent for a demand for  payment  under a Letter of Credit by the
date of such payment, then (i) if the applicable conditions contained in Article
VI would permit the making of Revolving  Loans,  the Borrower shall be deemed to
have  requested a borrowing of Revolving  Loans (which shall be Base Rate Loans)
in an amount equal to the unpaid Reimbursement Obligation and the Administrative
Agent shall give each Lender prompt  notice of the amount of the Revolving  Loan
to be made available to the  Administrative  Agent not later than 11:00 a.m. and
(ii) if such  conditions  would not permit the making of  Revolving  Loans,  the
provisions of subsection (j) of this Section shall apply.

     Effect of  Letters  of  Credit on  Commitments.  Upon the  issuance  by the
Administrative  Agent of any Letter of Credit  and until  such  Letter of Credit
shall have expired or been  terminated,  the  Commitment of each Lender shall be
deemed to be utilized for all  purposes of this  Agreement in an amount equal to
the  product  of (i) such  Lender's  Pro Rata  Share and (ii) the sum of (A) the
Stated  Amount  of such  Letter  of Credit  plus (B) any  related  Reimbursement
Obligations then outstanding.

     Administrative  Agent's Duties Regarding  Letters of Credit;  Unconditional
Nature  of  Reimbursement   Obligation.  In  examining  documents  presented  in
connection  with drawings under Letters of Credit and making payments under such
Letters of Credit against such documents, the Administrative Agent shall only be
required  to use the  same  standard  of care  as it  uses  in  connection  with
examining  documents  presented in  connection  with  drawings  under letters of
credit in which it has not sold  participations  and making  payments under such
letters of credit.  The Borrower assumes all risks of the acts and omissions of,
or misuse of the  Letters  of Credit by, the  respective  beneficiaries  of such
Letters  of Credit.  In  furtherance  and not in  limitation  of the  foregoing,
neither the Administrative Agent nor any of the Lenders shall be responsible for
(i) the form, validity,  sufficiency,  accuracy, genuineness or legal effects of
any document  submitted by any party in connection  with the application for and
issuance of or any drawing  honored under any Letter of Credit even if it should
in fact prove to be in any or all respects  invalid,  insufficient,  inaccurate,
fraudulent  or  forged;  (ii) the  validity  or  sufficiency  of any  instrument
transferring  or  assigning  or  purporting  to transfer or assign any Letter of
Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) failure
of the  beneficiary  of any  Letter of Credit to comply  fully  with  conditions
required in order to draw upon such Letter of Credit;  (iv)  errors,  omissions,
interruptions  or delays in transmission  or delivery of any messages,  by mail,
cable,  telex,  telecopy  or  otherwise,  whether or not they be in cipher;  (v)
errors  in  interpretation  of  technical  terms;  (vi) any loss or delay in the
transmission  or otherwise  of any document  required in order to make a drawing
under any Letter of Credit, or of the proceeds thereof; (vii) the
                                       33
<PAGE>
misapplication by the beneficiary of any Letter of Credit, or of the proceeds of
any drawing under any Letter of Credit; or (viii) any consequences  arising from
causes beyond the control of the  Administrative  Agent or the Lenders.  None of
the  above  shall  affect,   impair  or  prevent  the  vesting  of  any  of  the
Administrative  Agent's rights or powers hereunder.  Any action taken or omitted
to be taken by the  Administrative  Agent under or in connection with any Letter
of Credit,  if taken or omitted in the  absence of gross  negligence  or willful
misconduct,  shall not create against the Administrative  Agent any liability to
the Borrower or any Lender.  In this connection,  the obligation of the Borrower
to reimburse the  Administrative  Agent for any drawing made under any Letter of
Credit  shall be  absolute,  unconditional  and  irrevocable  and  shall be paid
strictly in accordance with the terms of this Agreement or any other  applicable
Letter of Credit Document under all circumstances whatsoever,  including without
limitation,   the  following   circumstances:   (A)  any  lack  of  validity  or
enforceability  of any  Letter  of  Credit  Document  or any term or  provisions
therein;  (B) any amendment or waiver of or any consent to departure from all or
any of the Letter of Credit Documents;  (C) the existence of any claim,  setoff,
defense or other  right  which the  Borrower  may have at any time  against  the
Administrative  Agent, any Lender,  any beneficiary of a Letter of Credit or any
other  Person,  whether in  connection  with this  Agreement,  the  transactions
contemplated  hereby  or in the  Letter  of Credit  Documents  or any  unrelated
transaction;  (D) any breach of contract or dispute  between the  Borrower,  the
Administrative Agent, any Lender or any other Person; (E) any demand,  statement
or any other document  presented  under a Letter of Credit proving to be forged,
fraudulent,  invalid or insufficient in any respect or any statement  therein or
made  in  connection  therewith  being  untrue  or  inaccurate  in  any  respect
whatsoever;  (F) any  non-application  or misapplication by the beneficiary of a
Letter of Credit or of the proceeds of any drawing  under such Letter of Credit;
(G)  payment by the  Administrative  Agent  under the  Letter of Credit  against
presentation  of a draft or certificate  which does not strictly comply with the
terms of the Letter of Credit;  and (H) any other act, omission to act, delay or
circumstance  whatsoever  that might,  but for the  provisions  of this Section,
constitute  a legal or  equitable  defense  to or  discharge  of the  Borrower's
Reimbursement Obligations.

     Amendments, Etc. The issuance by the Administrative Agent of any amendment,
supplement or other modification to any Letter of Credit shall be subject to the
same conditions  applicable  under this Agreement to the issuance of new Letters
of Credit  (including,  without  limitation,  that the request  therefor be made
through the Administrative  Agent),  and no such amendment,  supplement or other
modification  shall be issued unless either (i) the respective  Letter of Credit
affected thereby would have complied with such conditions had it originally been
issued  hereunder in such  amended,  supplemented  or modified  form or (ii) the
Requisite  Lenders shall have  consented  thereto.  In connection  with any such
amendment, supplement or other modification, the Borrower shall pay the fees, if
any, payable under the last sentence of Section 3.6(e).

     Lenders' Participation in Letters of Credit.  Immediately upon the issuance
by the Administrative  Agent of any Letter of Credit each Lender shall be deemed
to have absolutely,  irrevocably and unconditionally purchased and received from
the Administrative  Agent,  without recourse or warranty,  an undivided interest
and participation to the extent of such Lender's Pro Rata Share of the liability
of the  Administrative  Agent  with  respect  to such  Letter of Credit and each
Lender thereby shall  absolutely,  unconditionally  and irrevocably  assume,  as
primary
                                       34
<PAGE>
obligor  and not as  surety,  and  shall  be  unconditionally  obligated  to the
Administrative Agent to pay and discharge when due, such Lender's Pro Rata Share
of the  Administrative  Agent's  liability  under  such  Letter  of  Credit.  In
addition,  upon the  making of each  payment  by a Lender to the  Administrative
Agent in respect of any Letter of Credit pursuant to the  immediately  following
subsection (j), such Lender shall,  automatically and without any further action
on  the  part  of  the  Administrative  Agent  or  such  Lender,  acquire  (i) a
participation in an amount equal to such payment in the Reimbursement Obligation
owing to the  Administrative  Agent by the Borrower in respect of such Letter of
Credit and (ii) a participation  in a percentage equal to such Lender's Pro Rata
Share in any  interest or other  amounts  payable by the  Borrower in respect of
such Reimbursement Obligation (other than the Fees payable to the Administrative
Agent pursuant to the last sentence of Section 3.6(e)).

     Payment  Obligation of Lenders.  Each Lender severally agrees to pay to the
Administrative  Agent on demand in  immediately  available  funds in Dollars the
amount  of  such   Lender's   Pro  Rata  Share  of  each  drawing  paid  by  the
Administrative  Agent  under each  Letter of Credit to the extent such amount is
not reimbursed by the Borrower  pursuant to Section  2.2(d).  Each such Lender's
obligation  to  make  such  payments  to the  Administrative  Agent  under  this
subsection,  and the Administrative  Agent's right to receive the same, shall be
absolute,  irrevocable and unconditional and shall not be affected in any way by
any circumstance  whatsoever,  including without limitation,  (i) the failure of
any other Lender to make its payment under this  subsection,  (ii) the financial
condition  of the Borrower or any other Loan Party,  (iii) the  existence of any
Default or Event of Default, including any Event of Default described in Section
11.1(e) or Section 11.1(f) or (iv) the termination of the Commitments. Each such
payment to the Administrative Agent shall be made without any offset, abatement,
withholding or deduction whatsoever.

     Information to Lenders.  Promptly following any change in Letters of Credit
outstanding,  the  Administrative  Agent  shall  deliver to each  Lender and the
Borrower  a notice  describing  the  aggregate  amount of all  Letters of Credit
outstanding at such time.  Upon the request of any Lender from time to time, the
Administrative Agent shall deliver any other information reasonably requested by
such Lender with respect to each Letter of Credit then  outstanding.  Other than
as set forth in this subsection,  the Administrative Agent shall have no duty to
notify the Lenders  regarding the issuance or other matters regarding Letters of
Credit issued hereunder.  The failure of the Administrative Agent to perform its
requirements  under  this  subsection  shall not  relieve  any  Lender  from its
obligations under Section 2.2(j).

     Swingline Loans.
     ----------------

     Swingline  Loans.  Subject to the terms and  conditions  hereof,  including
without  limitation  Section 2.14, the Swingline Lender agrees to make Swingline
Loans  to the  Borrower,  during  the  period  from  the  Effective  Date to but
excluding the Swingline  Termination  Date, in an aggregate  principal amount at
any one time outstanding up to, but not exceeding,  $25,000,000,  as such amount
may be reduced from time to time in accordance with the terms hereof.  If at any
time the aggregate  principal amount of the Swingline Loans  outstanding at such
time exceeds the Swingline Commitment in effect at such time, the Borrower shall
immediately pay the Administrative Agent for the account of the Swingline Lender
the  amount  of  such  excess.
                                       35
<PAGE>
Subject to the terms and conditions of this Agreement,  the Borrower may borrow,
repay and reborrow Swingline Loans hereunder.

     Procedure  for  Borrowing  Swingline  Loans.  The  Borrower  shall give the
Administrative  Agent and the Swingline Lender notice either  telephonically  or
pursuant to a Notice of Swingline Borrowing, in the form of Exhibit D-2 attached
hereto,  delivered  no  later  than  9:00  a.m.  on the  proposed  date  of such
borrowing.  Any such  telephonic  notice  shall  include all  information  to be
specified  in a written  Notice of  Swingline  Borrowing,  and shall be followed
promptly by delivery from Borrower of a completed Notice of Swingline Borrowing.
Not later  than  11:00  a.m.  on the date of the  requested  Swingline  Loan and
subject to satisfaction of the applicable conditions set forth in Article VI for
such borrowing,  the Swingline  Lender shall make the proceeds of such Swingline
Loan available to the Borrower in Dollars,  in immediately  available  funds, at
the account specified by the Borrower in the Notice of Swingline Borrowing.

     Interest.  Swingline Loans shall bear interest at a per annum rate equal to
the Base Rate as in effect  from time to time or at such  other rate or rates as
the  Borrower and the  Swingline  Lender may agree from time to time in writing.
All accrued and unpaid interest on Swingline Loans shall be payable on the dates
and in the manner  provided in Section 2.5 with respect to interest on Base Rate
Loans  (except as the Swingline  Lender and the Borrower may otherwise  agree in
writing in connection with any particular Swingline Loan).

     Swingline  Loan Amounts,  Etc. Each  Swingline Loan shall be in the minimum
amount of $500,000 and integral multiples of $100,000 in excess thereof, or such
other minimum  amounts agreed to by the Swingline  Lender and the Borrower.  Any
voluntary  prepayment  of a  Swingline  Loan must be in  integral  multiples  of
$100,000 or the aggregate  principal  amount of all outstanding  Swingline Loans
(or such other minimum amounts upon which the Swingline  Lender and the Borrower
may agree) and in connection  with any such  prepayment,  the Borrower must give
the Swingline Lender prior written notice thereof no later than 2:00 p.m. on the
day prior to the date of such prepayment. Voluntary prepayments of any Swingline
Loan shall not be subject to any penalty or premium  (with the  exception of any
breakage fee associated  therewith).  The Swingline  Loans shall, in addition to
this Agreement, be evidenced by the Swingline Note.

     Repayment and Participations of Swingline Loans.
     ------------------------------------------------

     The Borrower  agrees to repay each Swingline Loan within three (3) Business
Days of demand therefor by the Swingline Lender and, in any event,  within seven
(7) Business Days after the date such Swingline  Loan was made.  Notwithstanding
the foregoing,  the Borrower shall repay the entire outstanding principal amount
of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline
Termination  Date (or such earlier date as the Swingline Lender and the Borrower
may agree in writing).

     If (A), as of 10:00 a.m.  on the sixth (6th)  Business  Day  following  the
funding of a  particular  Swingline  Loan,  Borrower  has neither (1) repaid the
Swingline Loan in full,  notified the Swingline  Lender in writing that Borrower
intends to repay  such  Swingline  Loan in full on the next  Business  Day,  nor
timely  delivered a Notice of Borrowing  requesting  a proposed  funding date no
later than the seventh  (7th)  Business Day after such  Swingline  funding date,
with respect
                                       36
<PAGE>
to a Revolving  Loan in a principal  amount  sufficient to repay such  Swingline
Loan  in full or (B),  as of  11:00  a.m.  on the  seventh  (7th)  Business  Day
following  the funding of a particular  Swingline  Loan  Borrower has not repaid
such  Swingline  Loan in  full  or the  conditions  precedent  to any  requested
Revolving  Loan the  proceeds  of which  were to have  been used (in whole or in
part) to repay such Swingline Loan have not been  satisfied,  or (C) at any time
prior to the repayment of any Swingline Loan, an Event of Default shall exist or
the Loan shall be  accelerated,  then,  in lieu of  demanding  repayment  of any
outstanding  Swingline  Loan from the  Borrower,  the  Swingline  Lender may, on
behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to
act on its  behalf),  request a borrowing of Base Rate Loans from the Lenders in
an amount equal to the principal balance of such Swingline Loan.

     The  limitations  contained  in  Section  3.5(a)  shall  not  apply  to any
borrowing of Base Rate Loans made  pursuant to this  subsection.  The  Swingline
Lender shall give notice to the  Administrative  Agent of any such  borrowing of
Base Rate Loans not later than 11:00 a.m. at least one Business Day prior to the
proposed date of such borrowing.

     Each  Lender  will  make  available  to  the  Administrative  Agent  at the
Principal  Office  for the  account  of the  Swingline  Lender,  in  immediately
available  funds,  the proceeds of the Base Rate Loan to be made by such Lender.
The  Administrative  Agent shall pay the proceeds of such Base Rate Loans to the
Swingline Lender, which shall apply such proceeds to repay such Swingline Loan.

     If the Lenders are  prohibited  from making Loans required to be made under
this subsection for any reason  whatsoever,  including without  limitation,  the
occurrence  of any of the  Defaults or Events of Default  described  in Sections
11.1(e) or 11.1(f),  each  Lender  shall  purchase  from the  Swingline  Lender,
without  recourse or warranty,  an undivided  interest and  participation to the
extent of such  Lender's  Pro Rata Share of such  Swingline  Loan,  by  directly
purchasing a participation  in such Swingline Loan in such amount and paying the
proceeds  thereof to the  Administrative  Agent for the account of the Swingline
Lender in Dollars and in immediately  available funds. A Lender's  obligation to
purchase  such a  participation  in a  Swingline  Loan  shall  be  absolute  and
unconditional  and  shall  not  be  affected  by  any  circumstance  whatsoever,
including without limitation, (i) any claim of setoff, counterclaim, recoupment,
defense or other right  which such Lender or any other  Person may have or claim
against the  Administrative  Agent,  the  Swingline  Lender or any other  Person
whatsoever, (ii) the occurrence or continuation of a Default or Event of Default
(including  without  limitation,  any of  the  Defaults  or  Events  of  Default
described in Sections  11.1(e) or 11.1(f),  or the  termination  of any Lender's
Commitment,  (iii) the existence (or alleged existence) of an event or condition
which has had or could have a Material  Adverse  Effect,  (iv) any breach of any
Loan Document by the Administrative Agent, any Lender or the Borrower or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.  If such amount is not in fact made available to the Swingline
Lender by any Lender,  the  Swingline  Lender  shall be entitled to recover such
amount on demand from such Lender,  together with accrued  interest  thereon for
each day from the date of demand thereof, at the Federal Funds Rate.

     If such  Lender  does  not pay such  amount  forthwith  upon the  Swingline
Lender's demand therefor,  and until such time as such Lender makes the required
payment,  the Swingline  Lender
                                       37
<PAGE>
shall be deemed to continue to have outstanding Swingline Loans in the amount of
such unpaid  participation  obligation  for all  purposes of the Loan  Documents
(other  than  those  provisions  requiring  the  other  Lenders  to  purchase  a
participation  therein).  Further,  such Lender shall be deemed to have assigned
any and all payments made of principal and interest on its Loans,  and any other
amounts due it hereunder, to the Swingline Lender to fund Swingline Loans in the
amount of the  participation  in  Swingline  Loans  that such  Lender  failed to
purchase  pursuant to this Section  until such amount has been  purchased  (as a
result of such assignment or otherwise).

     Bid Rate Loans.
     ---------------

     Bid Rate Loans. In addition to borrowings of Revolving Loans but subject to
the  limitations  of  Section  2.13,  at any time  during  the  period  from the
Effective Date to but excluding the  Termination  Date, the Borrower may, as set
forth in this Section, request the Lenders to make offers to make Bid Rate Loans
to the  Borrower in Dollars,  in an aggregate  principal  amount at any one time
outstanding up to, but not exceeding,  $150,000,000.  The Lenders may, but shall
have no obligation  to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section.

     Requests for Bid Rate Loans.  When the Borrower in its discretion wishes to
request  from the  Lenders  offers  to make Bid Rate  Loans,  it shall  give the
Administrative Agent notice (a "Bid Rate Quote Request") so as to be received no
later than 9:00 a.m. on (x) the Business Day  immediately  preceding the date of
borrowing proposed therein,  in the case of an Absolute Rate Auction and (y) the
date four (4) Business Days prior to the proposed date of borrowing, in the case
of a LIBOR Auction. The Administrative Agent shall deliver to each Lender a copy
of  each  Bid  Rate  Quote  Request   promptly  upon  receipt   thereof  by  the
Administrative Agent. The Borrower may request offers to make Bid Rate Loans for
up to three (3) different  Interest  Periods in each Bid Rate Quote Request (for
which purpose Interest  Periods in different  lettered clauses of the definition
of the term "Interest  Period" shall be deemed to be different  Interest Periods
even if they are  coterminous);  provided  that the  request  for each  separate
Interest  Period shall be deemed to be a separate  Bid Rate Quote  Request for a
separate  borrowing (a "Bid Rate Borrowing").  Each Bid Rate Quote Request shall
be  substantially  in the form of Exhibit  K-1 and shall  specify as to each Bid
Rate Borrowing all of the following:

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

     the aggregate amount of such Bid Rate Borrowing which shall be in a minimum
amount of $5,000,000  and integral  multiples of  $1,000,000  in excess  thereof
which  shall  not  cause  any of the  limits  specified  in  Section  2.13 to be
violated;

     whether the Bid Rate Quote  Request is for LIBOR  Margin  Loans or Absolute
Rate Loans; and

     the duration of the Interest  Period  applicable  thereto,  which shall not
extend beyond the Termination Date.

     The Borrower shall not deliver more than one (1) Bid Rate Quote Requests in
any calendar week.
                                       38
<PAGE>
     Bid Rate Quotes.
     ----------------

     Each  Lender  may submit to the  Administrative  Agent one or more Bid Rate
Quotes,  each containing an offer to make a Bid Rate Loan in response to any Bid
Rate Quote  Request;  provided  that,  if the  Borrower's  request under Section
2.4(b)  specified more than one Interest  Period,  such Lender may make a single
submission  containing  only one Bid Rate Quote for each such  Interest  Period.
Each Bid Rate Quote must be submitted to the Administrative Agent not later than
7:30 a.m. (x) on the proposed date of borrowing, in the case of an Absolute Rate
Auction and (y) on the date three  Business  Days prior to the proposed  date of
borrowing, in the case of a LIBOR Auction, and in either case the Administrative
Agent shall disregard any Bid Rate Quote received after such time; provided that
the Lender then acting as the  Administrative  Agent may submit a Bid Rate Quote
only if it notifies the Borrower of the terms of the offer contained therein not
later than  thirty  (30)  minutes  prior to the latest time by which the Lenders
must submit  applicable Bid Rate Quotes.  Subject to Articles VI and XI, any Bid
Rate Quote so made shall be irrevocable.  Such Bid Rate Loans may be funded by a
Lender's  Designated  Lender (if any) as provided in Section 13.6(d);  provided,
such Lender shall not be required to specify in its Bid Rate Quote  whether such
Bid Rate Loan will be funded by such Designated Lender.

     Each Bid Rate Quote made by a Lender shall be  substantially in the form of
Exhibit K-2 and shall specify:

     the proposed date of borrowing and the Interest Period therefor;

               the  principal  amount of the Bid Rate  Loan for which  each such
               offer is being made; provided that the aggregate principal amount
               of all Bid Rate Loans for which a Lender  submits Bid Rate Quotes
               (x) may be greater or less than the Commitment of such Lender but
               (y)  shall  not  exceed  the  principal  amount  of the Bid  Rate
               Borrowing for a particular  Interest Period for which offers were
               requested;

               in the case of an Absolute Rate Auction, the rate of interest per
               annum (rounded upwards, if necessary, to the nearest 1/1,000th of
               1%)  offered  for each such  Absolute  Rate  Loan (the  "Absolute
               Rate");

               in the  case  of a LIBOR  Auction,  the  margin  above  or  below
               applicable LIBOR (the "LIBOR Margin") offered for each such LIBOR
               Margin  Loan,  expressed  as a percentage  (rounded  upwards,  if
               necessary,  to the  nearest  1/1,000th  of 1%) to be added to (or
               subtracted from) the applicable LIBOR;

               the identity of the quoting Lender; and

               any Bid Rate Quote shall be in a minimum amount of $5,000,000 and
               integral multiples of $1,000,000 in excess thereof.

          No Bid Rate Quote shall  contain  qualifying,  conditional  or similar
          language or propose terms other than or in addition to those set forth
          in the applicable  Bid Rate Quote Request



                                       39
<PAGE>
          and,  in  particular,  no  Bid  Rate  Quote  may be  conditioned  upon
          acceptance by the Borrower of all (or some  specified  minimum) of the
          principal amount of the Bid Rate Loan for which such Bid Rate Quote is
          being made.

     Notification by Administrative  Agent. The  Administrative  Agent shall, as
promptly  as  practicable  after the Bid Rate Quotes are  submitted  (but in any
event not later than 8:30 a.m. (x) on the  proposed  date of  borrowing,  in the
case of an Absolute Rate Margin and (y) on the date three Business Days prior to
the proposed  date of  borrowing,  in the case of a LIBOR  Auction),  notify the
Borrower of the terms (i) of any Bid Rate Quote submitted by a Lender that is in
accordance  with  Section  2.4(c) and (ii) of any Bid Rate  Quote  that  amends,
modifies or is otherwise  inconsistent  with a previous Bid Rate Quote submitted
by such  Lender  with  respect  to the  same Bid Rate  Quote  Request.  Any such
subsequent  Bid Rate Quote  shall be  disregarded  by the  Administrative  Agent
unless such subsequent Bid Rate Quote is submitted  solely to correct a manifest
error in such former Bid Rate Quote.  The  Administrative  Agent's notice to the
Borrower  shall  specify  (A) the  aggregate  principal  amount  of the Bid Rate
Borrowing for which offers have been received and (B) the principal  amounts and
Absolute Rates or LIBOR Margins, as applicable, so offered by each Lender.

     Acceptance by Borrower.
     -----------------------

     Not later than 9:30 a.m. (x) on the proposed date of borrowing, in the case
of an Absolute Rate Margin and (y) on the date three  Business Days prior to the
proposed date of borrowing,  in the case of LIBOR  Auction,  the Borrower  shall
notify the Administrative Agent of its acceptance or nonacceptance of the offers
so notified to it pursuant to Section  2.4(d)  which notice shall be in the form
of Exhibit  K-3.  In the case of  acceptance,  such  notice  shall  specify  the
aggregate principal amount of offers for each Interest Period that are accepted.
The failure of the  Borrower  to give such notice by such time shall  constitute
nonacceptance  of the relevant  Bid Rate Quote.  The Borrower may accept any Bid
Rate Quote in whole or in part; provided, that:

               the aggregate principal amount of each Bid Rate Borrowing may not
               exceed the  applicable  amount set forth in the  related Bid Rate
               Quote Request;

               the aggregate  principal  amount of each Bid Rate Borrowing shall
               comply with the  provisions of Section  2.4(b)(ii)  but shall not
               cause the limits specified in Section 2.13 to be violated;

               acceptance  of  offers  may be made  only in  ascending  order of
               Absolute  Rates or LIBOR  Margins,  as  applicable,  in each case
               beginning with the lowest rate so offered;

               any  acceptance  in part by the  Borrower  shall be in a  minimum
               amount of  $5,000,000  and integral  multiples of  $1,000,000  in
               excess thereof; and

               the  Borrower  may not accept any offer that fails to comply with
               Section 2.4(c) or otherwise fails to comply with the requirements
               of this Agreement.

                                       40
<PAGE>
     If offers are made by two or more Lenders with the same  Absolute  Rates or
LIBOR Margins, as applicable,  for a greater aggregate principal amount than the
amount in respect of which offers are accepted for the related  Interest Period,
the  principal  amount of Bid Rate Loans in  respect  of which  such  offers are
accepted  shall be allocated by the  Administrative  Agent among such Lenders in
proportion to the aggregate  principal amount of such offers.  Determinations by
the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in
the absence of manifest error.

     Obligation to Make Bid Rate Loans. The Administrative  Agent shall promptly
(and in any  event  not  later  than (x)  10:00  a.m.  on the  proposed  date of
borrowing of Absolute  Rate Loans and (y) on the date three  Business Days prior
to the proposed date of borrowing of LIBOR Margin Loans) notify each Lender that
submitted a Bid Rate Quote as to whose Bid Rate Quote has been  accepted and the
amount and rate  thereof.  A Lender who is notified that it has been selected to
make a Bid Rate Loan may designate its  Designated  Lender (if any) to fund such
Bid Rate Loan on its behalf,  as  described  in Section  13.6(d) Any  Designated
Lender  which funds a Bid Rate Loan shall on and after the time of such  funding
become the obligee  under such Bid Rate Loan and be entitled to receive  payment
thereof  when due. No Lender shall be relieved of its  obligation  to fund a Bid
Rate Loan, and no Designated  Lender shall assume such obligation,  prior to the
time the applicable Bid Rate Loan is funded.  Any Lender whose offer to make any
Bid Rate Loan has been  accepted  shall,  not later than 11:00 a.m.  on the date
specified for the making of such Loan, make the amount of such Loan available to
the Administrative Agent at its Principal Office in immediately available funds,
for the account of the Borrower.  The Administrative Agent shall, subject to the
terms and conditions of this Agreement, make the amount so received available to
the Borrower not later than 12:00 noon on such date by  depositing  the same, in
immediately  available  funds,  in an account of the Borrower  designated by the
Borrower.

     No Effect on Commitment. Except for the purpose and to the extent expressly
stated in Section 2.14, the amount of any Bid Rate Loan made by any Lender shall
not constitute a utilization of such Lender's Commitment.

     Rates and Payment of Interest on Loans.
     ---------------------------------------

     Rates.  The Borrower  promises to pay to the  Administrative  Agent for the
account of each Lender interest on the unpaid principal amount of each Loan made
by such Lender for the period from and  including the date of the making of such
Loan to but excluding the date such Loan shall be paid in full, at the following
per annum rates:

     during such periods as such Loan is a Base Rate Loan,  at the Base Rate (as
in effect from time to time);

     during such  periods as such Loan is a LIBOR  Loan,  at LIBOR for such Loan
for the Interest Period therefor, plus the Applicable Margin for LIBOR Loans;

                                       41
<PAGE>

     during such periods as such Loan is a Swingline  Loan, at the Base Rate (as
in effect from time to time) or such other rate as Borrower and Swingline Lender
may agree from time to time in writing for such Swingline Loan; and

     during such  periods as such Loan is a Bid Rate Loan,  (A) at the  Absolute
Rate (as in effect  from  time to time),  in the case of each such Bid Rate Loan
which is an Absolute Rate Loan,  and (B) at LIBOR for such Bid Rate Loan for the
Interest Period therefor,  plus the applicable LIBOR Margin, in the case of each
such Bid Rate Loan which is a LIBOR Margin Loan.

Notwithstanding  the foregoing,  during the  continuance of an Event of Default,
the  Borrower  shall pay to the  Administrative  Agent for the  account  of each
Lender interest at the Post-Default Rate on the outstanding  principal amount of
any Loan made by such Lender, on all Reimbursement  Obligations and on any other
amount payable by the Borrower  hereunder or under the Notes held by such Lender
to or for the account of such Lender (including without limitation,  accrued but
unpaid interest to the extent permitted under Applicable Law).

     Payment of  Interest.  All accrued and unpaid  interest on the  outstanding
principal  amount of each Loan  shall be payable  (i)  monthly in arrears on the
first day of each month, commencing with the first full calendar month occurring
after the Effective Date and (ii) on any date on which the principal  balance of
such Loan is due and payable in full (whether at maturity,  due to  acceleration
or otherwise).  Interest payable at the Post-Default  Rate shall be payable from
time to time on demand.  All  determinations by the  Administrative  Agent of an
interest rate  hereunder  shall be conclusive and binding on the Lenders and the
Borrower for all purposes, absent manifest error.

     Number of Interest Periods.
     ---------------------------

        There  may  be  no  more  than  eight  (8)  different  Interest  Periods
outstanding at the same time,  whether in the context of a LIBOR Loan which is a
Revolving Loan or a LIBOR Loan which is a Bid Rate Loan.

     Repayment of Loans.
     -------------------

        The Borrower shall repay the entire outstanding principal amount of, and
all accrued but unpaid interest on, the Revolving Loans on the Termination  Date
and the Bid Rate Loans on their respective applicable due dates.

     Prepayments.
     ------------

        Optional.  Subject to Sections  3.5 and 5.4, the Borrower may prepay any
Loan at any time  without  premium  or  penalty.  The  Borrower  shall  give the
Administrative  Agent at least three (3) Business Days prior  written  notice of
the  prepayment of any Loan,  and  Administrative  Agent shall  promptly  notify
Lenders thereafter.

                                       42
<PAGE>
     Mandatory.
     ----------

        Commitment Overadvance. If at any time the aggregate principal amount of
all  outstanding  Loans,  together  with the  aggregate  amount of all Letter of
Credit  Liabilities,  exceeds the Total  Commitment  Amount,  the Borrower shall
immediately upon demand pay to the Administrative  Agent for the ratable benefit
of the Lenders, the amount of such excess.

        Unencumbered  Pool Overadvance.  If at any time the aggregate  principal
amount of all  outstanding  Loans,  together  with the  aggregate  amount of all
Letter of Credit  Liabilities,  exceeds the Maximum  Availability,  the Borrower
shall within five (5) days of the Borrower obtaining knowledge of the occurrence
of any such excess,  deliver to the Administrative Agent for prompt distribution
to each Lender a written plan acceptable to all of the Lenders to eliminate such
excess.  If such  excess  is not  eliminated  within  fifteen  (15)  days of the
Borrower  obtaining  knowledge  of  the  occurrence  thereof,  then  the  entire
outstanding  principal balance of all Loans,  together with all accrued interest
thereon,  and an amount  equal to all Letter of Credit  Liabilities  for deposit
into the  Letter of Credit  Collateral  Account,  shall be  immediately  due and
payable in full.

        Bid Loan Overadvance.  If at any time the aggregate  principal amount of
all  outstanding Bid Rate Borrowings  exceeds  $150,000,000,  the Borrower shall
immediately upon demand pay to the  Administrative  Agent for the account of the
applicable Lenders, the amount of such excess.

        All  payments  under  this  subsection  (b) shall be  applied to pay all
amounts  of  excess  principal  outstanding  on the  applicable  Loans  and  any
applicable  Reimbursement  Obligations  in accordance  with Section 3.2, and the
remainder,  if any,  shall be  deposited  into the  Letter of Credit  Collateral
Account for application to any Reimbursement Obligations as and when due.

     Continuation.
     -------------

        So long as no Default or Event of Default  exists,  the  Borrower may on
any Business Day,  with respect to any LIBOR Loan,  elect to maintain such LIBOR
Loan or any portion  thereof as a LIBOR Loan by selecting a new Interest  Period
for such LIBOR Loan.  Each new Interest Period selected under this Section shall
commence on the last day of the  immediately  preceding  Interest  Period.  Each
selection of a new Interest  Period shall be made by the Borrower  giving to the
Administrative  Agent a Notice of  Continuation  not later than 9:00 a.m. on the
third  Business Day prior to the date of any such  Continuation.  Such notice by
the Borrower of a  Continuation  shall be by  telephone  or telecopy,  confirmed
immediately in writing if by telephone, in the form of a Notice of Continuation,
specifying  (a) the proposed date of such  Continuation,  (b) the LIBOR Loan and
portion  thereof  subject  to such  Continuation  and (c)  the  duration  of the
selected  Interest Period,  all of which shall be specified in such manner as is
necessary to comply with all limitations on Loans  outstanding  hereunder.  Each
Notice of Continuation  shall be irrevocable by and binding on the Borrower once
given.  Promptly after receipt of a Notice of Continuation,  the  Administrative
Agent shall  notify each Lender by telex or telecopy,  or other  similar form of
transmission of the proposed Continuation.  If the Borrower shall fail to select
in a timely manner a new Interest  Period for any LIBOR Loan in accordance  with
this Section, such Loan
                                       43
<PAGE>
will  automatically,  on the last day of the current  Interest Period  therefor,
Convert into a Base Rate Loan notwithstanding  failure of the Borrower to comply
with Section 2.10.

     Conversion.
     -----------

        So long as no Default or Event of Default  exists,  the  Borrower may on
any Business  Day, upon the  Borrower's  giving of a Notice of Conversion to the
Administrative Agent, Convert all or a portion of a Loan of one Type into a Loan
of another Type.  Any  Conversion of a LIBOR Loan into a Base Rate Loan shall be
made on,  and only on,  the last day of an  Interest  Period for such LIBOR Loan
and, upon  Conversion of a Base Rate Loan into a LIBOR Loan,  the Borrower shall
pay  accrued  interest  to the date of  Conversion  on the  principal  amount so
Converted.  Each such  Notice of  Conversion  shall be given not later than 9:00
a.m. on the Business Day prior to the date of any proposed  Conversion into Base
Rate  Loans and on the  third  Business  Day  prior to the date of any  proposed
Conversion  into LIBOR Loans.  Promptly after receipt of a Notice of Conversion,
the Administrative Agent shall notify each Lender by telex or telecopy, or other
similar  form  of  transmission  of  the  proposed  Conversion.  Subject  to the
restrictions  specified  above,  each Notice of Conversion shall be by telephone
(confirmed  immediately  in  writing)  or  telecopy  in the form of a Notice  of
Conversion specifying (a) the requested date of such Conversion, (b) the Type of
Loan to be Converted,  (c) the portion of such Type of Loan to be Converted, (d)
the Type of Loan such Loan is to be Converted into and (e) if such Conversion is
into a LIBOR Loan, the requested  duration of the Interest  Period of such Loan.
Each Notice of Conversion  shall be  irrevocable  by and binding on the Borrower
once given.

     Notes.
     ------

        The  Revolving  Loans made by each  Lender  shall,  in  addition to this
Agreement,  also be evidenced by a promissory note of the Borrower substantially
in the form of Exhibit G-1 (each a  "Revolving  Note"),  payable to the order of
such  Lender in a  principal  amount  equal to the amount of its  Commitment  as
originally in effect and otherwise  duly  completed.  The Bid Rate Loans made by
any  Lender to the  Borrower  shall,  in  addition  to this  Agreement,  also be
evidenced by a Bid Rate Note  payable to the order of such Lender  substantially
in the form of Exhibit G-3. The Swingline Loans made by the Swingline  Lender to
the  Borrower  shall,  in addition to this  Agreement,  also be  evidenced  by a
Swingline Note payable to the order of the Swingline Lender substantially in the
form of Exhibit G-2.

   Expiration or Termination Date of Letters of Credit Past Termination Date.

        If on the date the Commitments are terminated (whether  voluntarily,  by
reason of the  occurrence  of an Event of Default or  otherwise),  there are any
Letters of Credit outstanding  hereunder,  the Borrower shall, on such date, pay
to the  Administrative  Agent an amount of money  equal to the Stated  Amount of
such  Letter(s)  of Credit  for  deposit  into the  Letter of Credit  Collateral
Account.  If a drawing  pursuant to any such Letter of Credit occurs on or prior
to the  expiration  date of such Letter of Credit,  the Borrower  authorizes the
Administrative  Agent  to use the  monies  deposited  in the  Letter  of  Credit
Collateral  Account to make  payment  to the  beneficiary  with  respect to such
drawing or the payee with respect to such  presentment.  If no drawing occurs on
or prior to the expiration date of such Letter of Credit, the Administrative

                                       44
<PAGE>
Agent shall pay to the  Borrower  (or to whomever  else may be legally  entitled
thereto)  the  monies  deposited  in the  Letter  of Credit  Collateral  Account
(together with any accrued  interest  thereon) with respect to such  outstanding
Letter of Credit on or before the date  thirty  (30) days  after the  expiration
date of such Letter of Credit.

     Amount Limitations.

        Notwithstanding  any other  term of this  Agreement  or any  other  Loan
Document,   (a)  no  Lender  shall  be  required  to  make  any  Loan,  and  the
Administrative Agent shall not be required to issue any Letter of Credit or make
any  Swingline  Loan if,  immediately  after the making of such Loan  (including
Swingline  Loans) or issuance of such Letter of Credit the  aggregate  principal
amount of all outstanding Loans (including  Swingline Loans),  together with the
aggregate  amount of all Letter of Credit  Liabilities,  would exceed either (i)
the  Total  Commitment  Amount  or (ii)  the  Maximum  Availability  and (b) the
aggregate  principal  amount of all  outstanding Bid Rate Loans shall not exceed
$150,000,000.

     Optional Increase to the Commitment.

          (a) Provided that no Event of Default or Default then exists, Borrower
may, in accordance  with the provisions of this Section 2.14 and on no more than
three (3) occasions prior to February 12, 2005, request in writing that the then
Total Commitment Amount be increased up to $400,000,000, provided, however, that
no such  request  shall be for an  increase  amount less than  $20,000,000.  Any
request under this Section shall be submitted by Borrower to the Lenders through
Administrative  Agent  not less than  thirty  (30)  days  prior to the  proposed
increase, specify the proposed effective date and amount of such increase and be
accompanied by (i) an Officer's Certificate of Borrower stating that no Event of
Default or Default  exists as of the date of the request or will result from the
requested increase,  (ii) a written consent to the increase in the amount of the
Commitments  executed  by each  Guarantor  and  (iii)  the  satisfaction  of all
conditions precedent specified in Article VI. Borrower may also specify any fees
offered  to those  Lenders  which  agree to an  increase  in the amount of their
respective  Pro Rata Shares of the Total  Commitment  Amount  (which fees may be
variable  based upon the amount which any such Lender is willing to assume as an
increase to the amount of its Pro Rata Share of the increased Commitments).  The
consent of the  Lenders,  as such,  shall not be required for an increase in the
amount of the Total Commitment Amount pursuant to this Section 2.14.

          (b) Each Lender may approve or reject a request for an increase in the
amount  of its Pro Rata  Share of the  Total  Commitment  Amount in its sole and
absolute  discretion and, absent an affirmative  written response within fifteen
(15) days after  receipt of such  request,  shall be deemed to have rejected the
request.  The  rejection  of such a request by any  number of Lenders  shall not
affect Borrower's right to increase the Total Commitment Amount pursuant to this
Section  as a result  of, and with  respect  to the Pro Rata  Shares  of,  those
Lenders that approve such  increase and such  additional  Lenders that join this
Agreement  in   accordance   with   subsection   (e)  of  this   Section   2.14.
Notwithstanding  any other provision  hereof,  no Lender which rejects a request
for an increase in the Total  Commitment  Amount shall be (i) subject to removal
as a Lender,  (ii)  obligated  to lend any amount  greater than its original Pro
Rata Share of the original  Total  Commitment  Amount,  or (iii) deemed to be in
default in any respect hereunder.
                                       45
<PAGE>
          (c) In responding  to a request under this Section,  each Lender which
is willing to increase the amount of its Pro Rata Share of the  increased  Total
Commitment  Amount shall specify the amount of the proposed increase which it is
willing to assume.  Each  consenting  Lender  shall be entitled  to  participate
ratably (based on its Pro Rata Share of the Commitment  before such increase) in
any resulting increase in the Commitment, subject to the right of Administrative
Agent to adjust  allocations of the increased  Commitment so as to result in the
amounts of the Pro Rata Shares of the Lenders  being in  integral  multiples  of
$1,000,000.

          (d) If the  aggregate  principal  amount  offered to be assumed by the
consenting  Lenders  is less than the  amount  requested,  Borrower  in its sole
discretion may (i) reject the proposed increase in its entirety, (ii) accept the
offered amounts or (iii) designate new lenders who qualify as Eligible Assignees
under Section 13.6 and which are reasonably  acceptable to Administrative  Agent
as additional  Lenders  hereunder in accordance  with clause (e) of this Section
(each, a "New Lender"),  which New Lenders may assume the amount of the increase
in the Commitment that has not been assumed by the consenting Lenders.

          (e) Each New Lender  designated by Borrower and reasonably  acceptable
to Administrative  Agent shall become an additional party hereto as a New Lender
concurrently  with the  effectiveness of the proposed increase in the Commitment
upon its  execution of an instrument  of joinder to this  Agreement  which is in
form and substance  acceptable to Administrative  Agent and which, in any event,
contains the  representations,  warranties,  indemnities  and other  protections
afforded to Administrative Agent and the other Lenders which would be granted or
made by an eligible  assignee under Section 13.6 by means of the execution of an
Assignment and Acceptance Agreement.

          (f) Subject to the foregoing, any increase to the Commitment requested
under this Section  shall be  effective as of the date  proposed by Borrower and
shall be in the  principal  amount  equal  to (i) the  amount  which  consenting
Lenders are willing to assume as increases to the amount of their respective Pro
Rata  Shares  plus  (ii)  the  amount  offered  by any  New  Lenders.  Upon  the
effectiveness of any such increase,  Borrower shall execute replacement Notes to
each affected Lender and new Notes to each New Lender, and the Pro Rata Share of
each Lender will be adjusted,  higher or lower as needed,  to give effect to the
increase in the  Commitment  and set forth in a new  Schedule  1.1(A)  issued by
Administrative  Agent.  On or prior to such  effective  date and as  applicable,
certain of the Lenders shall purchase, and certain of the Lenders shall sell, to
one another,  the percentage interest in the Commitment as necessary in order to
reallocate the principal balance under the Notes among the Lenders to correspond
to the Pro Rata  Shares  of the  Lenders  set forth in the new  Schedule  1.1(A)
referred to above,  and Borrower  shall be  obligated to pay any breakage  costs
associated therewith.

     Extension of the Termination Date.

        The Borrower in its sole discretion may request that the  Administrative
Agent  and the  Lenders  extend  the  current  Termination  Date by one  year by
executing and delivering to the  Administrative  Agent at least ninety (90) days
prior to the current Termination Date, a written request for such extension. The
Administrative  Agent shall  forward to each  Lender a copy of any such  request
delivered to the Administrative Agent promptly upon receipt thereof. Subject
                                       46
<PAGE>
to  satisfaction  of the following  conditions,  the  Termination  Date shall be
extended for one year: (a)  immediately  prior to such extension and immediately
after giving effect thereto,  no Default or Event of Default shall have occurred
and be  continuing,  (b) the  Borrower  shall have paid the Fees  payable  under
Section  3.6(b) upon exercise of the extension  option set forth in this Section
2.15, and (c) all representations and warranties made or deemed made by any Loan
Party in any Loan  Document to which any such Loan Party is a party are true and
correct on the effective date of such extension (except for  representations  or
warranties which expressly relate solely to an earlier date).

                   PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

     Payments.

        Except  to  the  extent  otherwise  provided  herein,  all  payments  of
principal,  interest  and other  amounts to be made by the  Borrower  under this
Agreement or any other Loan Document  shall be made in Dollars,  in  immediately
available  funds,   without   deduction,   set-off  or   counterclaim,   to  the
Administrative  Agent,  not later  than  11:00  a.m.  on the date on which  such
payment  shall  become due (each such  payment  made after such time on such due
date to be deemed to have been made on the next  succeeding  Business  Day). The
Borrower  shall,  at the time of making each payment under this Agreement or any
Note,  specify to the  Administrative  Agent the amounts payable by the Borrower
hereunder to which such payment is to be applied.  Each payment  received by the
Administrative  Agent for the account of a Lender  under this  Agreement  or any
Note  of  such  Lender  shall  be paid to  such  Lender,  by  wire  transfer  of
immediately  available funds in accordance with the wiring instructions provided
by such Lender to the Administrative Agent from time to time, for the account of
such  Lender  at  the  applicable   Lending  Office  of  such  Lender.   If  the
Administrative  Agent fails to pay such amount to a Lender  within one  Business
Day of receipt thereof by the  Administrative  Agent, the  Administrative  Agent
shall pay  interest on such  amount  until paid at a rate per annum equal to the
Federal  Funds Rate from time to time in effect.  If the due date of any payment
under this  Agreement or any other Loan Document  would  otherwise fall on a day
which is not a Business  Day such date shall be extended to the next  succeeding
Business Day and interest shall be payable for the period of such extension.

     Pro Rata Treatment.

        Except to the extent otherwise  provided herein: (a) each borrowing from
Lenders  under  Section 2.1 shall be made from the Lenders,  each payment of the
fees under  Sections  3.6(b),  3.6(d) and the first  sentence of 3.6(e) shall be
made for the ratable benefit of the Lenders,  and each  termination or reduction
of the amount of the Commitments  pursuant to this Agreement shall be applied to
the respective  Commitments of the Lenders, pro rata according to the amounts of
their  respective  Commitments;  (b) each payment or  prepayment of principal of
Revolving Loans by the Borrower shall be made for the account of each Lender pro
rata in accordance with the respective unpaid principal amounts of the Revolving
Loans held by them,  provided that if immediately  prior to giving effect to any
such payment in respect of any Revolving Loans the outstanding  principal amount
of the  Revolving  Loans shall not be held by the Lenders pro rata in accordance
with their  respective  Commitments  in effect at the time such Loans were made,
then
                                       47
<PAGE>
such  payment  shall be applied to the  Revolving  Loans in such manner as shall
result, as nearly as is practicable,  in the outstanding principal amount of the
Revolving  Loans  being held by the Lenders  pro rata in  accordance  with their
respective  Commitments;  (c) each payment of interest on Revolving Loans by the
Borrower  shall be made for the account of the  Lenders  pro rata in  accordance
with  the  amounts  of  interest  on such  Loans  then  due and  payable  to the
respective Lenders;  (d) the Conversion and Continuation of Revolving Loans of a
particular  Type (other than  Conversions  provided for by Section 5.5) shall be
made pro rata among the Lenders  according  to the  amounts of their  respective
Commitments (in the case of making of Loans) or their  respective  Loans (in the
case of Conversions  or  Continuations  of Loans) and the then current  Interest
Period for each Lender's  portion of each  Revolving  Loan of such Type shall be
coterminous;  (e) each payment or prepayment of principal and/or interest of Bid
Rate Loans by the Borrower  pursuant to Section 2.8(b) shall be made for account
of each  Lender  then  owed  Bid Rate  Loans  pro  rata in  accordance  with the
respective  unpaid  principal  amounts  of the Bid Rate Loans then owing to each
such  Lender;  (f) the Lenders'  participation  in, and payment  obligations  in
respect of, Swingline Loans under Section 2.3, shall be in accordance with their
respective Pro Rata Shares;  and (g) the Lenders'  participation in, and payment
obligations  in respect of,  Letters of Credit under  Section 2.2,  shall be pro
rata in accordance with their respective Commitments. All payments of principal,
interest,  fees and other amounts in respect of the Swingline Loans shall be for
the account of the Swingline  Lender only (except to the extent any Lender shall
have acquired a  participating  interest in any such  Swingline Loan pursuant to
Section 2.3).

     Sharing of Payments, Setoff, Etc.

        The  Borrower  agrees  that,  in addition to any rights now or hereafter
granted  under  Applicable  Law and not by way of limitation of any such rights,
the Administrative  Agent, each Lender and each Participant is hereby authorized
by the Borrower, at any time or from time to time so long as but only so long as
an Event of Default  exists to set off and to  appropriate  and to apply any and
all deposits (general or special,  including,  but not limited to,  indebtedness
evidenced by  certificates  of deposit,  whether  matured or unmatured)  and any
other indebtedness at any time held or owing by the  Administrative  Agent, such
Lender or any affiliate of the  Administrative  Agent or such Lender,  to or for
the credit or the account of the  Borrower  against and on account of any of the
Obligations,  irrespective  of  whether  or not any or all of the  Loans and all
other  Obligations have been declared to be, or have otherwise  become,  due and
payable as permitted by Section  11.2,  and although such  obligations  shall be
contingent or unmatured.  The  foregoing  rights may be exercised  without prior
notice to the  Borrower or to any other  Person,  any such notice  being  hereby
expressly waived (provided that  Administrative  Agent shall give after-the-fact
notice  to  Borrower),  but in the case of a Lender  or a  Participant  shall be
subject to  receipt of the prior  written  consent of the  Administrative  Agent
exercised  in its sole  discretion.  If a Lender  shall  obtain  payment  of any
principal  of, or  interest  on,  any Loan  made by it to  Borrower  under  this
Agreement or shall obtain payment on any other  Obligation owing by the Borrower
or any other Loan Party  through the exercise of any right of set-off,  banker's
lien or  counterclaim  or  similar  right  or  otherwise  or  through  voluntary
prepayments  directly to a Lender or other  payments made by the Borrower or any
other Loan Party to a Lender not in accordance  with the terms of this Agreement
and such payment  should be  distributed  to the Lenders pro rata in  accordance
with Section 3.2 or Section  11.4,  as  applicable,  such Lender shall  promptly
purchase  from the other  Lenders  participations  in (or,  if and to the extent
specified by
                                       48
<PAGE>
such Lender,  direct  interests in) the Loans made by the other Lenders or other
Obligations owed to such other Lenders in such amounts,  pay such amounts to the
other  Lenders  and make such  other  adjustments  from time to time as shall be
equitable,  to the end that all the  Lenders  shall  share the  benefit  of such
payment (net of any  reasonable  expenses which may actually be incurred by such
Lender in obtaining or preserving  such benefit) pro rata in accordance with the
requirements of Section 3.2 or Section 11.4, as applicable. To such end, all the
Lenders shall make  appropriate  adjustments  among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.  The Borrower  agrees that any Lender so purchasing a participation
(or  direct  interest)  in the  Loans or other  Obligations  owed to such  other
Lenders may  exercise  all rights of set-off,  banker's  lien,  counterclaim  or
similar rights with the respect to such participation as fully as if such Lender
were a direct  holder  of Loans in the  amount  of such  participation.  Nothing
contained  herein  shall  require any Lender to exercise any such right or shall
affect  the  right  of any  Lender  to  exercise  and  retain  the  benefits  of
exercising,  any such right with respect to any other indebtedness or obligation
of the Borrower.

     Several Obligations.

        No Lender  shall be  responsible  for the failure of any other Lender to
make a Loan or to perform any other  obligation  to be made or performed by such
other  Lender  hereunder,  and the  failure  of any  Lender to make a Loan or to
perform any other  obligation to be made or performed by it hereunder  shall not
relieve the  obligation  of any other  Lender to make any Loan or to perform any
other obligation to be made or performed by such other Lender.

     Minimum Amounts.

        Borrowings.  Each  borrowing of Base Rate Loans shall be in an aggregate
minimum  amount of  $1,000,000  and  integral  multiples  of  $100,000 in excess
thereof. Each borrowing of and Continuation of, and each Conversion of Base Rate
Loans into,  LIBOR Loans shall be in an aggregate  minimum  amount of $1,000,000
and integral multiples of $100,000 in excess of that amount.

        Prepayments. Each voluntary prepayment of Revolving Loans shall be in an
aggregate  minimum  amount of $1,000,000  and integral  multiples of $100,000 in
excess thereof.

     Fees.

        Loan Fee. The Borrower agrees to pay to the  Administrative  Agent on or
prior to the  Effective  Date a loan fee as set forth in the Fee  Letter,  which
loan fee  Administrative  Agent shall share with the other Lenders in accordance
with Administrative Agent's separate agreements with such Lenders.

        Extension Fee. If, pursuant to Section 2.15, the Borrower  exercises its
right  to  extend  the  Termination  Date,  the  Borrower  agrees  to pay to the
Administrative  Agent for the account of each Lender an  extension  fee equal to
two tenths of one  percent  (0.20%) of the amount of each  Lender's  Commitment.
Such fees shall be paid to the Administrative Agent upon, and as a condition to,
Borrower's exercise of such extension.
                                       49
<PAGE>
        Bid Rate Loan Fees.  The  Borrower  agrees to pay to the  Administrative
Agent such fees for services rendered by the Administrative  Agent in connection
with  the Bid  Rate  Loans as are set  forth  in the Fee  Letter  or as shall be
separately agreed upon between the Borrower and the Administrative Agent.

        Facility  Fees.  During  the  period  from  the  Effective  Date  to but
excluding the Termination Date, the Borrower agrees to pay to the Administrative
Agent for the ratable  benefit of the Lenders a facility  fee per annum equal to
the  percentage  of the Total  Commitment  Amount  set forth in the table  below
corresponding  to the  applicable  Level at which  the  "Applicable  Margin"  is
determined in accordance with the definition thereof:

----------------   ------------------------------
     Level                Facility Fee
----------------   ------------------------------
       1                      0.15%
----------------   ------------------------------
       2                      0.15%
----------------   ------------------------------
       3                      0.20%
----------------   ------------------------------
       4                      0.20%
---------------- --------------------------------
       5                      0.20%
---------------- --------------------------------
       6                      0.25%
---------------- --------------------------------


Such fees shall be computed and payable quarterly in arrears on the first day of
each January,  April,  July and October during the term of this Agreement and on
the Termination Date.

     Letter of Credit  Fees.  The Borrower  agrees to pay to the  Administrative
Agent for the  ratable  benefit of the Lenders a letter of credit fee in respect
of each outstanding Letter of Credit at a rate per annum equal to the greater of
(i) the Applicable Margin for LIBOR Loans from time to time in effect multiplied
by the Stated  Amount of such  Letter of Credit or (ii)  $1,000.  Such letter of
credit fee shall be payable  quarterly in arrears (for the respective  number of
days  outstanding)  on the first day of each  January,  April,  July and October
during the term of such Letter of Credit,  provided that the full amount of such
fee shall be immediately due and payable upon any early  termination of a Letter
of  Credit.  The  Borrower  shall pay  directly  to the  Administrative  Agent a
fronting  fee for its  account  with  respect to each  Letter of Credit  issued,
together with from time to time on demand all  commissions,  charges,  costs and
expenses in the amounts  customarily  charged by the  Administrative  Agent from
time to time in like  circumstances  with respect to the issuance of each Letter
of Credit, drawings, amendments and other transactions relating thereto.

     Administrative   and  Other   Fees.   The   Borrower   agrees  to  pay  the
administrative,  arrangement and other fees of the  Administrative  Agent as set
forth in the Fee Letter or as may otherwise be agreed to in writing  between the
Borrower and the Administrative Agent from time to time.

     Computations.

     Unless  otherwise  expressly set forth herein,  any accrued interest on any
Loan, any Fees or other Obligations due hereunder shall be computed on the basis
of a year of 360 days and the actual number of days elapsed.

                                       50
<PAGE>

     Usury.

     In no event  shall the  amount of  interest  due or payable on the Loans or
other Obligations  exceed the maximum rate of interest allowed by Applicable Law
and, if any such payment is paid by the Borrower or received by any Lender, then
such excess sum shall be credited as a payment of principal, unless the Borrower
shall notify the respective  Lender in writing that the Borrower  elects to have
such  excess sum  returned  to it  forthwith.  It is the  express  intent of the
parties  hereto that the Borrower not pay and the Lenders not receive,  directly
or indirectly, in any manner whatsoever, interest in excess of that which may be
lawfully paid by the Borrower under Applicable Law.

     Agreement Regarding Interest and Charges.

     The parties  hereto hereby agree and stipulate that the only charge imposed
upon the Borrower for the use of money in connection  with this Agreement is and
shall be the interest specifically  described in Section 2.5(a)(i) through (iv).
Notwithstanding  the  foregoing,  the parties hereto further agree and stipulate
that all agency fees,  syndication  fees,  facility fees, letter of credit fees,
default  charges,  funding  or  "breakage"  charges,   increased  cost  charges,
attorneys'  fees  and   reimbursement   for  costs  and  expenses  paid  by  the
Administrative  Agent or any Lender to third parties or for damages  incurred by
the  Administrative  Agent or any Lender,  are charges  made to  compensate  the
Administrative  Agent or any such  Lender  for  underwriting  or  administrative
services  and costs or losses  performed  or  incurred,  and to be  performed or
incurred,  by the  Administrative  Agent and the Lenders in connection with this
Agreement and shall under no  circumstances  be deemed to be charges for the use
of money.  All  charges  other than  charges for the use of money shall be fully
earned and nonrefundable when due.

     Statements of Account.

     The Administrative  Agent shall,  within fifteen (15) days after the end of
each calendar month, account to the Borrower monthly with a written statement of
Loans,  accrued  interest and Fees,  charges and payments  made pursuant to this
Agreement  and the  other  Loan  Documents,  and such  account  rendered  by the
Administrative  Agent shall be deemed  conclusive  upon Borrower absent manifest
error.  The  Administrative  Agent will  account to the  Borrower  on changes in
Letters  of Credit  in  accordance  with  Section  2.2(k).  The  failure  of the
Administrative  Agent to deliver such a statement of accounts  shall not relieve
or discharge the Borrower from any of its obligations hereunder.

     Defaulting Lenders.

     If for any reason any Lender (a  "Defaulting  Lender") shall fail or refuse
to  perform  any of its  obligations  under  this  Agreement  or any other  Loan
Document to which it is a party within the time period specified for performance
of such  obligation  or, if no time  period is  specified,  if such  failure  or
refusal  continues  for a period of two  Business  Days  after  notice  from the
Administrative  Agent,  then, in addition to the rights and remedies that may be
available to the  Administrative  Agent or the Borrower  under this Agreement or
Applicable   Law,  such   Defaulting   Lender's  right  to  participate  in  the
administration  of the  Loans,  this  Agreement  and the other
                                       51
<PAGE>
Loan Documents,  including without limitation,  any right to vote in respect of,
to consent to or to direct any action or inaction of the Administrative Agent or
to be taken into account in the calculation of the Requisite  Lenders,  shall be
suspended  during the  pendency  of such  failure or  refusal.  If a Lender is a
Defaulting  Lender  because  it  has  failed  to  make  timely  payment  to  the
Administrative  Agent of any amount  required  to be paid to the  Administrative
Agent  hereunder  (without  giving  effect to any  notice or cure  periods),  in
addition to other  rights and  remedies  which the  Administrative  Agent or the
Borrower may have under the immediately  preceding provisions or otherwise,  the
Administrative  Agent  shall be  entitled  (i) to  collect  interest  from  such
Defaulting  Lender on such  delinquent  payment  for the period from the date on
which the  payment  was due until the date on which the  payment  is made at the
Federal Funds Rate,  (ii) to withhold or setoff and to apply in  satisfaction of
the defaulted payment and any related interest, any amounts otherwise payable to
such Defaulting Lender under this Agreement or any other Loan Document and (iii)
to  bring  an  action  or suit  against  such  Defaulting  Lender  in a court of
competent jurisdiction to recover the defaulted amount and any related interest.
Any amounts  received  by the  Administrative  Agent in respect of a  Defaulting
Lender's  Loans  shall not be paid to such  Defaulting  Lender and shall be held
uninvested by the  Administrative  Agent and paid to such Defaulting Lender upon
the Defaulting Lender's curing of its default.

     Taxes.

     Taxes Generally. All payments by the Borrower of principal of, and interest
on,  the  Loans and all  other  Obligations  shall be made free and clear of and
without deduction for any present or future excise,  stamp or other taxes, fees,
duties, levies, imposts, charges,  deductions,  withholdings or other charges of
any nature  whatsoever  imposed  by any  taxing  authority,  but  excluding  (i)
franchise taxes, (ii) any taxes (other than withholding taxes) that would not be
imposed but for a connection between the Administrative Agent or a Lender (which
for purposes of the  exclusions  in clauses  (i)-(iv) of this  Section  3.12(a),
includes any Participant) and the jurisdiction imposing such taxes (other than a
connection  arising  solely by virtue of the  activities  of the  Administrative
Agent or such Lender  pursuant to or in respect of this  Agreement  or any other
Loan Document),  (iii) any taxes imposed on or measured by any Lender's  assets,
net income,  receipts or branch  profits  and (iv) any taxes  arising  after the
Agreement Date solely as a result of or  attributable  to a Lender  changing its
designated  Lending  Office after the date such Lender becomes a party hereto or
transferring  any  interest in any Loan to the extent such Lender would not have
been liable for such taxes (such non-excluded  items being  collectively  called
"Taxes").  If any  withholding  or deduction  from any payment to be made by the
Borrower  hereunder  is  required  in  respect  of  any  Taxes  pursuant  to any
Applicable Law, then the Borrower will:

     pay  directly  to the  relevant  Governmental  Authority  the  full  amount
required to be so withheld or deducted;

     promptly forward to the  Administrative  Agent an official receipt or other
documentation  satisfactory to the Administrative  Agent evidencing such payment
to such Governmental Authority; and

                                       52
<PAGE>
     pay to the  Administrative  Agent for its  account  or the  account  of the
applicable  Lender,  as the case may be, such additional amount or amounts as is
necessary to ensure that the net amount actually received by the  Administrative
Agent or such Lender will equal the full amount that the Administrative Agent or
such Lender  would have  received  had no such  withholding  or  deduction  been
required.

     Tax Indemnification. If the Borrower fails to pay any Taxes when due to the
appropriate  Governmental  Authority  or fails  to  remit to the  Administrative
Agent, for its account or the account of the respective  Lender, as the case may
be, the required receipts or other required documentary  evidence,  the Borrower
shall  indemnify the  Administrative  Agent and the Lenders for any  incremental
Taxes, interest or penalties that may become payable by the Administrative Agent
or any Lender as a result of any such failure.  For purposes of this Section,  a
distribution  hereunder by the Administrative  Agent or any Lender to or for the
account of any Lender shall be deemed a payment by the Borrower.

     Tax Forms. Prior to the date that any Lender or Participant organized under
the laws of a jurisdiction  outside the United States of America becomes a party
hereto,  such Person shall deliver to the Borrower and the Administrative  Agent
such  certificates,  documents  or other  evidence,  as required by the Internal
Revenue Code or Treasury Regulations issued pursuant thereto (including Internal
Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor
forms), properly completed, currently effective and duly executed by such Lender
or  Participant  establishing  that payments to it hereunder and under the Notes
are (i) not subject to United States Federal backup withholding tax and (ii) not
subject  to United  States  Federal  withholding  tax under the Code.  Each such
Lender or  Participant  shall (x) deliver  further copies of such forms or other
appropriate  certifications  on or before the date that any such forms expire or
become  obsolete or after the occurrence of any event  requiring a change in the
most recent form delivered to the Borrower and (y) obtain such extensions of the
time for  filing,  and renew  such  forms and  certifications  thereof as may be
reasonably  requested by the Borrower or the Administrative  Agent. The Borrower
shall not be required to pay any amount  pursuant to last sentence of subsection
(a) above to any Lender or  Participant  that is  organized  under the laws of a
jurisdiction  outside  of the United  States of  America  or the  Administrative
Agent, if it is organized under the laws of a jurisdiction outside of the United
States of America, if such Lender,  Participant or the Administrative  Agent, as
applicable,  fails to comply with the  requirements of this  subsection.  If any
such  Lender  or  Participant   fails  to  deliver  the  above  forms  or  other
documentation,  then the Administrative  Agent may withhold from such payment to
such Lender such amounts as are required by the Internal  Revenue  Code.  If any
Governmental  Authority asserts that the  Administrative  Agent did not properly
withhold or backup  withhold,  as the case may be, any tax or other  amount from
payments made to or for the account of any Lender,  such Lender shall  indemnify
the  Administrative  Agent therefor,  including all penalties and interest,  any
taxes imposed by any  jurisdiction on the amounts payable to the  Administrative
Agent  under  this  Section,  and costs  and  expenses  (including  all fees and
disbursements  of any law firm or other external  counsel and the allocated cost
of internal legal  services and all  disbursements  of internal  counsel) of the
Administrative  Agent. The obligation of the Lenders and Participants under this
Section  shall  survive the  termination  of the  Commitments,  repayment of all
Obligations and the resignation or replacement of the Administrative Agent.

                                       53
<PAGE>

                          UNENCUMBERED POOL PROPERTIES

     Inclusion of Unencumbered Pool Properties.

     Existing Unencumbered Pool Properties. Subject to compliance with the terms
and  conditions of Section  6.1(a),  as of the Effective Date the parties hereto
acknowledge   and  agree  that  the  Properties   listed  on  Schedule  4.1  are
Unencumbered Pool Properties.

     Additional  Unencumbered  Pool  Properties.  After the  Effective  Date, if
Borrower  intends  to  designate  an  Eligible  Property  to be  included  as an
Unencumbered Pool Property from time to time, it will notify the  Administrative
Agent of such  intention,  which  notice  will  include,  with  respect  to such
Eligible  Property,  (i) an  Unencumbered  Pool  Certificate  setting  forth the
information  required to be contained  therein and assuming  that such  Eligible
Property  is  included  as  an  Unencumbered  Pool  Property,  (ii)  such  other
information   as  the   Administrative   Agent  or  any  Lender   (through   the
Administrative  Agent) may reasonably  request in connection with the evaluation
of  such  Eligible  Property.  Subject  to the  terms  and  conditions  of  this
Agreement,  upon the Administrative Agent's receipt of such certificate and such
other  information,  such Eligible Property shall be included as an Unencumbered
Pool  Property.  Any  Property  that does not  satisfy  the  requirements  of an
Eligible  Property shall be included as an Unencumbered  Pool Property only upon
the written approval of the Requisite  Lenders.  If a Property that is to become
an Unencumbered Pool Property is owned (or is being acquired) by a Subsidiary of
the Borrower  that is not yet a party to the Guaranty,  such Property  shall not
become an  Unencumbered  Pool Property  unless and until an Accession  Agreement
executed by such Subsidiary,  and all other items required to be delivered under
Section 8.14, have all been delivered to the Administrative Agent.

     Termination of Designation as Unencumbered Pool Property.

     If Borrower at any time  intends to withdraw  any  Eligible  Property  from
inclusion  as  an   Unencumbered   Pool  Property,   it  shall  (a)  notify  the
Administrative  Agent of its  intention,  and (b) deliver to the  Administrative
Agent  an  Unencumbered   Pool   Certificate   setting  forth  the  calculations
establishing  that Borrower will be in compliance  with Section 2.13 with giving
effect to such withdrawal (and any concurrent addition of Eligible Properties as
Unencumbered Pool Properties),  which  calculations shall be in such detail, and
otherwise  in such  form  and  substance,  as  Administrative  Agent  reasonably
requires. Effective automatically upon receipt of such notice and certificate by
Administrative  Agent  (or upon any later  date  stated  in such  notice),  such
Eligible  Property  shall no longer  constitute an  Unencumbered  Pool Property.
Additionally,  any Property previously included as an Unencumbered Pool Property
but which is not  included  in an  Unencumbered  Pool  Certificate  subsequently
submitted  pursuant  to  this  Agreement  shall  no  longer  be  included  as an
Unencumbered  Pool  Property  (effective  as of  the  date  of  receipt  by  the
Administrative  Agent of such Unencumbered Pool Certificate and until such time,
if ever,  as  Borrower  re-designates  such  Property  as an  Unencumbered  Pool
Property in  accordance  with Section  4.1(b)) so long as no Default or Event of
Default  exists or would  exist  immediately  after such  Property  is no longer
included as an Unencumbered Pool Property.
                                       54
<PAGE>
                  Ineligibility of a Property as Unencumbered Pool Property.

     If a Property at any time ceases to be an Eligible Property,  such Property
shall  automatically  no longer  constitute an Unencumbered  Pool Property,  and
Borrower shall immediately (a) notify the Administrative  Agent, and (b) deliver
to the Administrative  Agent an Unencumbered Pool Certificate  setting forth the
calculations  establishing that Borrower will be in compliance with Section 2.13
with giving effect to the termination of such Property as an  Unencumbered  Pool
Property, which calculations shall be in such detail, and otherwise in such form
and substance, as Administrative Agent reasonably requires.

                             YIELD PROTECTION, ETC.

     Additional Costs; Capital Adequacy.

     Additional  Costs.  The Borrower shall  promptly pay to the  Administrative
Agent for the account of a Lender from time to time such  amounts as such Lender
may reasonably determine to be necessary to compensate such Lender for any costs
incurred by such Lender that it reasonably  determines are  attributable  to its
making or  maintaining  of any LIBOR Loans or its  obligation  to make any LIBOR
Loans  hereunder,  any  reduction in any amount  receivable by such Lender under
this  Agreement  or any of the other  Loan  Documents  in respect of any of such
Loans or such obligation or the maintenance by such Lender of capital in respect
of its  Loans or its  Commitment  (such  increases  in costs and  reductions  in
amounts receivable being herein called "Additional  Costs"),  resulting from any
Regulatory Change that: (i) changes the basis of taxation of any amounts payable
to such  Lender  under  this  Agreement  or any of the other Loan  Documents  in
respect of any of such Loans or its  Commitment  (other than taxes imposed on or
measured by the  overall net income of such Lender or of its Lending  Office for
any of such Loans by the  jurisdiction  in which such  Lender has its  principal
office or such Lending Office); or (ii) imposes or modifies any reserve, special
deposit or similar requirements  (including without limitation,  Regulation D of
the Board of Governors of the Federal  Reserve  System or other similar  reserve
requirement  applicable  to any other  category  of  liabilities  or category of
extensions  of credit or other assets by reference to which the interest rate on
LIBOR Loans is determined)  relating to any extensions of credit or other assets
of, or any deposits with or other  liabilities  of, or other credit extended by,
or any other acquisition of funds by such Lender (or its parent corporation), or
any commitment of such Lender (including,  without limitation, the Commitment of
such Lender  hereunder);  or (iii) has or would have the effect of reducing  the
rate of return on capital of such Lender to a level below that which such Lender
could have achieved but for such  Regulatory  Change (taking into  consideration
such Lender's policies with respect to capital adequacy).

     Lender's  Suspension  of LIBOR  Loans.  Without  limiting the effect of the
provisions  of the  immediately  preceding  subsection  (a), if by reason of any
Regulatory  Change,  any Lender either (i) incurs  Additional  Costs based on or
measured by the excess  above a  specified  level of the amount of a category of
deposits or other liabilities of such Lender that includes deposits by reference
to which the  interest  rate on LIBOR  Loans is  determined  as provided in this
Agreement or a category of  extensions  of credit or other assets of such Lender
that includes LIBOR Loans or (ii) becomes  subject to restrictions on the amount
of such a category  of
                                       55
<PAGE>
liabilities or assets that it may hold, then, if such Lender so elects by notice
to the Borrower  (with a copy to the  Administrative  Agent),  the obligation of
such  Lender to make or  Continue,  or to Convert  any other Type of Loans into,
LIBOR Loans hereunder shall be suspended until such Regulatory  Change ceases to
be in effect (in which case the provisions of Section 5.5 shall apply).

     Additional  Costs in Respect of Letters  of Credit.  Without  limiting  the
obligations of the Borrower under the preceding subsections of this Section (but
without duplication),  if as a result of any Regulatory Change or any risk-based
capital  guideline or other  requirement  heretofore or hereafter  issued by any
Governmental Authority there shall be imposed, modified or deemed applicable any
tax, reserve,  special deposit,  capital adequacy or similar requirement against
or with  respect to or measured by reference to Letters of Credit and the result
shall be to  increase  the cost to the  Administrative  Agent of issuing (or any
Lender of purchasing  participations in) or maintaining its obligation hereunder
to issue (or  purchase  participations  in) any  Letter of Credit or reduce  any
amount receivable by the Administrative Agent or any Lender hereunder in respect
of any Letter of Credit,  then, upon demand by the Administrative  Agent or such
Lender, the Borrower shall pay immediately to the  Administrative  Agent for its
account  or the  account of such  Lender,  as  applicable,  from time to time as
specified by the  Administrative  Agent or a Lender,  such additional amounts as
shall be sufficient to compensate  the  Administrative  Agent or such Lender for
such increased costs or reductions in amount.

     Notification   and   Determination  of  Additional   Costs.   Each  of  the
Administrative  Agent and each Lender, as the case may be, shall promptly notify
the Borrower of any event  occurring  after the  Agreement  Date  entitling  the
Administrative  Agent or such Lender to compensation  under any of the preceding
subsections of this Section as promptly as practicable;  provided,  however, the
failure of the Administrative  Agent or any Lender to give such notice shall not
release the Borrower from any of its obligations  hereunder.  The Administrative
Agent or such  Lender  agrees to furnish to the  Borrower  (and in the case of a
Lender to the  Administrative  Agent,  as well) a certificate  setting forth the
basis and amount of each request by the Administrative  Agent or such Lender for
compensation under this Section.  Determinations by the Administrative  Agent or
any Lender of the effect of any Regulatory Change shall be conclusive,  provided
that such determinations are made on a reasonable basis and in good faith.

     Suspension of LIBOR Loans.

     Anything  herein to the  contrary  notwithstanding,  if, on or prior to the
determination of LIBOR for any Interest Period:

     the Administrative  Agent reasonably  determines (which determination shall
be conclusive,  absent manifest error) that quotations of interest rates for the
relevant  deposits referred to in the definition of LIBOR are not being provided
in  the  relevant  amounts  or for  the  relevant  maturities  for  purposes  of
determining rates of interest for LIBOR Loans as provided herein or is otherwise
unable to determine LIBOR, or

     the Administrative  Agent reasonably  determines (which determination shall
be  conclusive,  absent  manifest  error)  that the  relevant  rates of interest
referred  to in the  definition  of LIBOR
                                       56
<PAGE>
upon the basis of which the rate of interest  for LIBOR Loans for such  Interest
Period is to be determined  are not likely to  adequately  cover the cost to any
Lender of making or maintaining LIBOR Loans for such Interest Period; or

     any Lender that has  outstanding  a Bid Rate Quote with  respect to a LIBOR
Margin Loan  reasonably  determines  (which  determination  shall be conclusive,
absent  manifest  error) that LIBOR will not  adequately  and fairly reflect the
cost to such Lender of making or maintaining such LIBOR Margin Loan,

then the  Administrative  Agent shall give the Borrower  and each Lender  prompt
notice thereof and, so long as such condition remains in effect, (i) the Lenders
shall be under no  obligation  to, and shall not, make  additional  LIBOR Loans,
Continue  LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower  shall,
on the last day of each current Interest Period for each outstanding LIBOR Loan,
either  repay such Loan or  Convert  such Loan into a Base Rate Loan and (ii) in
the case of clause (c) above,  no Lender that has  outstanding  a Bid Rate Quote
with respect to a LIBOR Margin Loan shall be under any  obligation  to make such
Loan.

     Illegality.

     Notwithstanding  any  other  provision  of this  Agreement,  if it  becomes
unlawful for any Lender to honor its  obligation to make or maintain LIBOR Loans
hereunder,  then such Lender shall promptly notify the Borrower  thereof (with a
copy to the  Administrative  Agent)  and  such  Lender's  obligation  to make or
Continue,  or to  Convert  Loans of any other Type into,  LIBOR  Loans  shall be
suspended until such time as such Lender may again make and maintain LIBOR Loans
(in which case the provisions of Section 5.5 shall be applicable).

     Compensation.

     The Borrower shall pay to the Administrative  Agent for the account of each
Lender,  upon the request of such Lender through the Administrative  Agent, such
amount or  amounts as shall be  sufficient  (in the  reasonable  opinion of such
Lender)  to  compensate  it for any  loss,  cost or  expense  that  such  Lender
reasonably determines is attributable to:

     any payment or prepayment  (whether mandatory or optional) of a LIBOR Loan,
or  Conversion  of a LIBOR  Loan or Bid Rate Loan,  made by such  Lender for any
reason (including,  without  limitation,  acceleration) on a date other than the
last day of the Interest Period for such Loan; or

     any failure by the Borrower for any reason (including,  without limitation,
the failure of any of the applicable  conditions  precedent specified in Article
VI to be  satisfied) to borrow a LIBOR Loan or Bid Rate Loan from such Lender on
the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or
Continue a LIBOR Loan on the requested date of such Conversion or Continuation.

Not in limitation of the foregoing,  such  compensation  shall include,  without
limitation; (i) in the case of a LIBOR Loan, an amount equal to the then present
value of (A) the amount of interest  that would have  accrued on such LIBOR Loan
for the  remainder of the Interest  Period at the rate

                                       57
<PAGE>
applicable to such LIBOR Loan, less (B) the amount of interest that would accrue
on the same  LIBOR  Loan for the same  period  if LIBOR  were set on the date on
which such LIBOR Loan was repaid,  prepaid or Converted or the date on which the
Borrower  failed to borrow,  Convert or Continue such LIBOR Loan, as applicable,
calculating  present value by using as a discount rate LIBOR quoted on such date
and (ii) in the case of a Bid Rate Loan,  the sum of such losses and expenses as
the Lender or Designated Lender who made such Bid Rate Loan may reasonably incur
by  reason  of such  prepayment,  including  without  limitation  any  losses or
expenses  incurred in obtaining,  liquidating  or employing  deposits from third
parties.  Upon Borrower's request (made through the  Administrative  Agent), any
Lender seeking compensation under this Section shall provide the Borrower with a
statement  setting  forth the basis for  requesting  such  compensation  and the
method  for  determining  the  amount  thereof.  Any  such  statement  shall  be
conclusive absent manifest error.

     Treatment of Affected Loans.

     If the  obligation of any Lender to make LIBOR Loans or to Continue,  or to
Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section
5.1(b),  5.2 or 5.3,  then such  Lender's  LIBOR  Loans  shall be  automatically
Converted  into Base Rate Loans on the last day(s) of the then current  Interest
Period(s)  for LIBOR Loans (or, in the case of a Conversion  required by Section
5.1(b) or 5.3, on such  earlier  date as such Lender may specify to the Borrower
with a copy to the Administrative Agent) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 5.1, 5.2 or
5.3 that gave rise to such Conversion no longer exist:

     to the extent that such Lender's  LIBOR Loans have been so  Converted,  all
payments and  prepayments of principal  that would  otherwise be applied to such
Lender's LIBOR Loans shall be applied instead to its Base Rate Loans; and

     all Loans that would otherwise be made or Continued by such Lender as LIBOR
Loans shall be made or Continued  instead as Base Rate Loans,  and all Base Rate
Loans of such Lender that would  otherwise be  Converted  into LIBOR Loans shall
remain as Base Rate Loans.

If such Lender gives notice to the Borrower  (with a copy to the  Administrative
Agent) that the circumstances  specified in Section 5.1 or 5.3 that gave rise to
the  Conversion of such Lender's  LIBOR Loans pursuant to this Section no longer
exist (which such Lender agrees to do promptly upon such  circumstances  ceasing
to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then
such Lender's  Base Rate Loans shall be  automatically  Converted,  on the first
day(s) of the next  succeeding  Interest  Period(s) for such  outstanding  LIBOR
Loans, to the extent necessary so that,  after giving effect thereto,  all Loans
held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as
to principal  amounts,  Types and  Interest  Periods) in  accordance  with their
respective Commitments.

     Change of Lending Office.

     Each  Lender  agrees  that  it will  use  commercially  reasonable  efforts
(consistent  with its internal policy and legal and regulatory  restrictions) to
designate an alternate  Lending Office

                                       58
<PAGE>
with  respect  to any of its Loans  affected  by the  matters  or  circumstances
described in Sections  3.12,  5.1 or 5.3 to reduce the liability of the Borrower
or avoid the results  provided  thereunder,  so long as such  designation is not
disadvantageous  to such  Lender  as  determined  by  such  Lender  in its  sole
discretion,  except that such Lender  shall have no  obligation  to  designate a
Lending Office located in the United States of America.

     Assumptions Concerning Funding of LIBOR Loans.

     Calculation  of all amounts  payable to a Lender under this Article V shall
be made as though  such  Lender had  actually  funded  LIBOR  Loans  through the
purchase  of  deposits  in the  relevant  market  bearing  interest  at the rate
applicable  to such  LIBOR  Loans in an amount  equal to the amount of the LIBOR
Loans  and  having  a  maturity  comparable  to the  relevant  Interest  Period;
provided,  however,  that each  Lender  may fund each of its LIBOR  Loans in any
manner  it  sees  fit and the  foregoing  assumption  shall  be  used  only  for
calculation of amounts payable under this Article V.

                              CONDITIONS PRECEDENT

     Initial Conditions Precedent.

     The  obligation  of the Lenders to effect or permit the  occurrence  of the
first Credit Event hereunder, whether as the making of a Loan or the issuance of
a Letter of Credit,  is subject to the  satisfaction  or waiver of the following
conditions precedent:

     The Administrative Agent shall have received each of the following, in form
and substance reasonably satisfactory to the Administrative Agent:

     counterparts of this Agreement executed by each of the parties hereto;

     (A) Revolving Notes executed by Borrower,  payable to each Lender,  (B) Bid
Rate Notes  executed by Borrower,  each in the full amount of the  potential Bid
Rate Borrowing and one payable to each Lender, and (C) a Swingline Note executed
by Borrower and payable to the Swingline  Lender,  each complying with the terms
of Section 2.11;

     the  Guaranty  executed by each of the  Guarantors  initially to be a party
thereto;

     an  opinion  of counsel  to the  Borrower  and such  other Loan  Parties as
Administrative  Agent shall request,  addressed to the Administrative  Agent and
the Lenders substantially in the form set forth in Exhibit H;

     the  certificate or articles of  incorporation,  articles of  organization,
certificate of limited  partnership,  declaration  of trust or other  comparable
organizational instrument (if any) of (A) the Borrower, certified as of a recent
date by the Secretary of State of the State of organization of such Person,  and
(B),  each of the other Loan  Parties,  certified  as of a recent date (and with
reference to documents filed and certified by the applicable  state Secretary of
State) by the Secretary or Assistant  Secretary (or other individual  performing
similar functions) of such Person;

                                       59
<PAGE>
     a certificate  of good standing (or  certificate  of similar  meaning) with
respect to the Borrower and each of the other Loan Parties issued as of a recent
date by the  Secretary  of State of the state of  formation  of each such Person
and,  within  thirty (30) days  following the Effective  Date,  certificates  of
qualification to transact  business or other comparable  certificates  issued by
each Secretary of State (and any state department of taxation, as applicable) of
each state in which such Person owns an Unencumbered Pool Property;

     a certificate of incumbency signed by the Secretary or Assistant  Secretary
(or other individual  performing  similar functions) of the Borrower and each of
the other Loan  Parties  with  respect to each of the  officers  of such  Person
authorized  to execute and deliver the Loan  Documents to which such Person is a
party,  and in the case of the  Borrower,  authorized  to execute and deliver on
behalf of the Borrower Notices of Borrowing,  Notices of Conversion,  Notices of
Continuation and requests for Letters of Credit;

     copies  certified  by  the  Secretary  or  Assistant  Secretary  (or  other
individual  performing  similar functions) of the Borrower of (x) the by-laws of
Borrower and (y) all  corporate or other  necessary  action taken by Borrower to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party;

     an Unencumbered  Pool  Certificate  calculated on a pro forma basis for the
Borrower's  fiscal  quarter ending  December 31, 2002,  reflecting the merger of
Borrower with IRT;

     a Compliance Certificate calculated on a pro forma basis for the Borrower's
fiscal quarter ending December 31, 2002,  reflecting the merger of Borrower with
IRT;

     evidence  satisfactory to the  Administrative  Agent that the Fees then due
and payable  under  Section  3.6,  together  with all other fees,  expenses  and
reimbursement amounts due and payable to the Administrative Agent and any of the
Lenders,  including without limitation,  the fees and expenses of counsel to the
Administrative Agent, have been paid;

     evidence  that all  indebtedness  listed on Schedule  6.1(a)(xii)  attached
hereto  has been or will be  satisfied  in full  concurrently  with the  initial
funding;

     a fully executed and satisfactory  Solvency  Certificate for each Guarantor
and provided by the Chief Financial  Officer of Borrower in the form attached as
Exhibit L hereto;

     evidence  that the  merger  of  Borrower  with IRT  shall be  substantially
contemporaneously  effected immediately  following the funding of the first Loan
hereunder;

     a certificate from Borrower certifying that all Persons required by Section
8.14 to become  Guarantors  hereunder have executed a Guaranty,  and listing the
Wholly  Owned  Subsidiaries  which  are  not  becoming   Guarantors   hereunder,
certifying  to   Administrative   Agent  and  Lenders  that  such  Wholly  Owned
Subsidiaries  (A) are  prohibited  from  executing  a  Guaranty  by the  express
provisions of Indebtedness incurred by such Wholly Owned Subsidiary and (B) such
prohibitions are not currently being waived by the applicable lender; and

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     such other  documents and instruments as the  Administrative  Agent, or any
Lender through the Administrative Agent, may reasonably request.

     In the good faith judgment of the Administrative Agent:

     There shall not have occurred or become known to the  Administrative  Agent
or any of the Lenders any event,  condition,  situation or status since the date
of the information contained in the financial and business projections, budgets,
pro forma  data and  forecasts  concerning  the  Borrower  and its  Subsidiaries
delivered to the  Administrative  Agent and the Lenders  prior to the  Agreement
Date that has had or could  reasonably  be  expected  to  result  in a  Material
Adverse Effect;

     No   litigation,   action,   suit,   investigation   or   other   arbitral,
administrative or judicial proceeding shall be pending or threatened which could
reasonably  be  expected  to (A)  result  in a  Material  Adverse  Effect or (B)
restrain or enjoin,  impose  materially  burdensome  conditions on, or otherwise
materially  and  adversely  affect the  ability of any Loan Party to fulfill its
obligations under the Loan Documents to which it is a party; and

     The Borrower and the other Loan Parties shall have received all  approvals,
consents and waivers,  and shall have made or will make  contemporaneously  with
the making of the first Loan or given all necessary filings and notices as shall
be required to  consummate  the  transactions  contemplated  hereby  without the
occurrence  of any  default  under,  conflict  with  or  violation  of  (A)  any
Applicable  Law or (B) any  agreement,  document or instrument to which any Loan
Party is a party  or by which  any of them or  their  respective  properties  is
bound,  except for such approvals,  consents,  waivers,  filings and notices the
receipt,  making or giving of which,  or the  failure  to make,  give or receive
which,  would not reasonably be likely to (1) have a Material Adverse Effect, or
(2) restrain or enjoin, impose materially burdensome conditions on, or otherwise
materially  and  adversely  affect the ability of the Borrower or any other Loan
Party to  fulfill  its  obligations  under the Loan  Documents  to which it is a
party.

            Conditions Precedent to All Loans and Letters of Credit.

     The   obligations  of  (i)  Lenders  to  make  any  Loans,   and  (ii)  the
Administrative  Agent to issue Letters of Credit or make any Swingline Loan, are
each subject to the further condition precedent that: (a) no Default or Event of
Default  shall  exist  as of the  date of the  making  of  such  Loan or date of
issuance of such Letter of Credit or would exist immediately after giving effect
thereto;  (b) the  representations  and  warranties  made or deemed  made by the
Borrower and each other Loan Party in the Loan Documents to which any of them is
a party,  shall be true and  correct in all  material  respects on and as of the
date of the  making of such Loan or date of  issuance  of such  Letter of Credit
with the same force and  effect as if made on and as of such date  except to the
extent that such  representations  and warranties  expressly relate solely to an
earlier date (in which case such  representations and warranties shall have been
true and  accurate  on and as of such  earlier  date) and except for  changes in
factual circumstances  specifically and expressly permitted hereunder and (c) in
the case of the borrowing of Revolving  Loans,  the  Administrative  Agent shall
have received a timely Notice of Borrowing. Each Credit Event shall constitute a
certification by the Borrower to the effect set forth in the preceding  sentence
(both as of the date

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of the giving of notice  relating to such Credit Event and,  unless the Borrower
otherwise  notifies  the  Administrative  Agent prior to the date of such Credit
Event, as of the date of the occurrence of such Credit Event). In addition,  the
Borrower shall be deemed to have represented to the Administrative Agent and the
Lenders  at the time such Loan is made or such  Letter of Credit is issued  that
all  conditions  to the making of such Loan or issuing of such  Letter of Credit
contained in this Article VI have been satisfied.

     Conditions as Covenants.

     If the Lenders permit the making of any Loans, or the Administrative  Agent
issues a Letter of Credit, prior to the satisfaction of all conditions precedent
set forth in Sections 6.1 and 6.2, the Borrower  shall  nevertheless  cause such
condition or conditions to be satisfied  within five (5) Business Days after the
date of the  making of such  Loans or the  issuance  of such  Letter of  Credit.
Unless set forth in writing to the contrary, the making of its initial Loan by a
Lender shall  constitute  a  confirmation  by such Lender to the  Administrative
Agent and the other  Lenders  that  insofar  as such  Lender  is  concerned  the
Borrower has satisfied the  conditions  precedent for initial Loans set forth in
Sections 6.1 and 6.2.

                         REPRESENTATIONS AND WARRANTIES

     Representations and Warranties.

     In order to induce the  Administrative  Agent and each Lender to enter into
this Agreement and to make Loans and, in the case of the  Administrative  Agent,
to issue  Letters of Credit and make  Swingline  Loans,  and, in the case of the
Lenders, to acquire participations in Letters of Credit and Swingline Loans, the
Borrower represents and warrants to the Administrative  Agent and each Lender as
follows:

     Organization;   Power;  Qualification.  Each  of  the  Loan  Parties  is  a
corporation, partnership or other legal entity, duly organized, validly existing
and  in  good  standing  under  the   jurisdiction  of  its   incorporation   or
organization,  has the  corporate or similar power and authority to own or lease
its respective  properties and to carry on its respective  business as now being
and  hereafter  proposed to be conducted  and is duly  qualified  and is in good
standing  as a foreign  corporation,  partnership  or other  legal  entity,  and
authorized to do business,  in each  jurisdiction  in which the character of its
properties  or the  nature  of  its  business  requires  such  qualification  or
authorization  and where the  failure to be so  qualified  or  authorized  could
reasonably be expected to have, in each instance, a Material Adverse Effect.

     Ownership  Structure.  Part I of  Schedule  7.1(b) is, as of the  Effective
Date, a complete and correct list of all  Subsidiaries  of the Borrower  setting
forth for each such  Subsidiary,  (i) the  jurisdiction  of organization of such
Person,  (ii) each Person holding any Equity Interest in such Person,  (iii) the
nature of the Equity  Interests held by each such Person and (iv) the percentage
of ownership of such Person represented by such Equity Interests  (provided that
non-material errors in such schedule shall not constitute a Default hereunder so
long as all parties which are required to become  Guarantors  hereunder  have in
fact  become  Guarantors  hereunder,  notwithstanding  such  errors).  Except as
disclosed in such Schedule,  as of the Effective Date (A) either the
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<PAGE>
Borrower  or one of the other  Loan  Parties  owns,  free and clear of all Liens
(other  than  Permitted  Liens),  and has the  unencumbered  right to vote,  all
outstanding  Equity  Interests in each Subsidiary shown to be held by it on such
Schedule,  (B) all of the  issued  and  outstanding  capital  stock of each such
Subsidiary  organized  as a  corporation  is  validly  issued,  fully  paid  and
nonassessable and (C) there are no outstanding subscriptions, options, warrants,
commitments,  preemptive  rights or agreements of any kind  (including,  without
limitation,  any  stockholders'  or voting trust  agreements)  for the issuance,
sale, registration or voting of, or outstanding securities convertible into, any
additional  shares  of  capital  stock of any  class,  or  partnership  or other
ownership  interests  of any type in, any such  Subsidiary.  Part II of Schedule
7.1(b)  correctly  sets forth,  as of the  Effective  Date,  all  Unconsolidated
Affiliates  of  the   Borrower,   including  the  correct  legal  name  of  such
Unconsolidated   Affiliates,   the  type  of  legal   entity   which  each  such
Unconsolidated  Affiliate is, and all ownership interests in such Unconsolidated
Affiliates held directly or indirectly by the Borrower.

     Authorization of Agreement, Notes, Loan Documents and Borrowings. Each Loan
Party has the corporate or similar right and power,  and has taken all necessary
action  to  authorize  it, to  borrow  and  obtain  other  extensions  of credit
hereunder (in the case of the Borrower) and to execute, deliver and perform each
of the Loan Documents to which it is a party in accordance with their respective
terms and to consummate the transactions contemplated hereby and thereby, as the
case may be. This  Agreement,  the Notes and each of the other Loan Documents to
which the  Borrower  or any other Loan Party is a party have been duly  executed
and  delivered  by the duly  authorized  officers  of such  Person and each is a
legal,  valid and binding  obligation  of such Person  enforceable  against such
Person  in  accordance  with its  respective  terms,  except  as the same may be
limited  by  bankruptcy,  insolvency,  and other  laws  affecting  the rights of
creditors   generally  and  the  availability  of  equitable  remedies  for  the
enforcement of certain obligations contained herein or therein may be limited by
equitable principles generally.

     Compliance  of  Agreement,  Etc.  with Laws.  The  execution,  delivery and
performance of this Agreement and the other Loan Documents to which the Borrower
or any other Loan Party is a party in accordance with their respective terms and
the borrowings and other  extensions of credit hereunder do not and will not, by
the passage of time, the giving of notice, or both: (i) require any Governmental
Approval  or violate any  Applicable  Law  (including  all  Environmental  Laws)
relating to the Borrower or any other Loan Party;  (ii)  conflict with or result
in a breach of the  articles of  incorporation  or the bylaws of the Borrower or
the organizational documents of any other Loan Party, or conflict with or result
in a breach of any term or condition  that would  constitute a default under any
Material  Contract;  or (iii) result in or require the creation or imposition of
any Lien  (other  than a Permitted  Lien) upon or with  respect to any  Eligible
Property now owned or hereafter acquired by the Borrower or any other Loan Party
other than in favor of the Administrative Agent for the benefit of the Lenders.

     Compliance with Law; Governmental Approvals.  The Borrower, each other Loan
Party and each other Subsidiary is in compliance with each Governmental Approval
and all other Applicable Laws relating to it except for  non-compliances  which,
and Governmental Approvals the failure to possess which, could not, individually
or in the  aggregate,  reasonably  be  expected  to cause a Default  or Event of
Default or have a Material Adverse Effect.

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<PAGE>

     Title to  Properties.  Schedule  7.1(f)  is, as of the  Effective  Date,  a
complete and correct  listing of all Properties of the Borrower,  the other Loan
Parties and the other Subsidiaries,  setting forth, for each such Property,  the
current  leasing  status  of  such  Property  and  whether  such  Property  is a
Development  Property  or  Redevelopment  Property  and,  if such  Property is a
Development Property or Redevelopment Property, the status of completion of such
Property.  Each of the  Borrower  and  the  other  Loan  Parties  and all  other
Subsidiaries  has  good,  marketable  and legal  title to, or a valid  leasehold
interest in, its respective Properties.

     Existing  Indebtedness.  Schedule  7.1(g) is, as of the  Effective  Date, a
complete and correct listing of all Indebtedness of each of the Loan Parties and
the other Subsidiaries which is secured by any Lien, together with a description
of all of the property  subject to such Lien, and all Guarantees of Indebtedness
provided  by each of the Loan  Parties  and the  other  Subsidiaries.  As of the
Agreement Date, each of the Loan Parties has performed and is in compliance with
all of the material terms of its respective Indebtedness and all instruments and
agreements  relating  thereto,  and no default or event of default,  or event or
condition  which with the giving of notice,  the lapse of time,  or both,  would
constitute  a default  or event of  default,  exists  with  respect  to any such
Indebtedness.

     Material Contracts;  Approved Ground Leases.  Schedule 7.1(h) is, as of the
Effective Date, a true,  correct and complete listing of all Material  Contracts
(other than those  Material  Contracts  which are loan documents with respect to
Secured  Indebtedness).  Each of the  Borrower,  the other Loan  Parties and the
other  Subsidiaries  that are parties to any Material Contract has performed and
is in compliance with all of the terms of such Material Contract, and no default
or event of default,  or event or condition which with the giving of notice, the
lapse of time, or both, would  constitute a default or event of default,  exists
with respect to any such Material Contract.  As of the Agreement Date,  Borrower
has provided  Administrative Agent with true, correct and complete copies of the
Approved Ground Leases.

     Litigation.  Except as set forth on Schedule 7.1(i),  there are no actions,
suits or proceedings  pending (nor, to the knowledge of the Borrower,  are there
any  actions,  suits or  proceedings  threatened)  against  or in any  other way
relating adversely to or affecting the Borrower, any other Loan Party, any other
Subsidiary  or any of their  respective  property  in any  court or  before  any
arbitrator of any kind or before or by any other  Governmental  Authority which,
if adversely determined, would reasonably be expected to have a Material Adverse
Effect,  and there are no strikes,  slow downs,  work  stoppages  or walkouts or
other labor  disputes in progress or threatened  relating to the Borrower or any
other Loan Party.

     Taxes. All material  federal,  state and other tax returns of the Borrower,
each other Loan Party and each other  Subsidiary  required  by  Applicable  Law,
which, to the knowledge of Borrower,  are to be filed have been duly filed,  and
all federal,  state and other taxes,  assessments and other governmental charges
or levies upon the Borrower, each other Loan Party and each other Subsidiary and
their  respective  properties,  income,  profits  and  assets  which are due and
payable have been paid, except any such nonpayment or non-filing which is at the
time permitted  under Section 8.6. As of the Agreement  Date, none of the United
States  income tax  returns of the  Borrower,  any other Loan Party or any other
Subsidiary is under audit.
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<PAGE>
     Financial  Statements.  The Borrower has furnished to each Lender copies of
(i) the audited  consolidated balance sheet of the Borrower and its consolidated
Subsidiaries  for the fiscal years ending  December 31, 1999,  December 31, 2000
and December 31, 2001,  and the related  consolidated  statements of operations,
comprehensive  income (only to the extent regularly  prepared by or on behalf of
the Borrower), stockholders' equity and cash flow for the fiscal years ending on
such  dates,  with the opinion  thereon of  Deloitte & Touche LLP,  and (ii) the
unaudited  consolidated  balance  sheet  of the  Borrower  and its  consolidated
Subsidiaries  for the fiscal quarter ending  September 30, 2002, and the related
consolidated statements of operations,  comprehensive income (only to the extent
regularly  prepared by or on behalf of the Borrower),  stockholders'  equity and
cash flow of the Borrower and its consolidated Subsidiaries for the three fiscal
quarter period ended on such date. Such balance sheets and statements (including
in each case related  schedules and notes) present  fairly,  in accordance  with
GAAP  consistently  applied  throughout the periods  involved,  the consolidated
financial position of the Borrower and its consolidated Subsidiaries as at their
respective  dates  and the  results  of  operations  and the cash  flow for such
periods  (subject,  as to interim  statements,  to changes resulting from normal
year-end audit  adjustments).  Neither the Borrower nor any of its  Subsidiaries
has on the  Agreement  Date any material  contingent  liabilities,  liabilities,
liabilities for taxes, unusual or long-term commitments or unrealized or forward
anticipated  losses from any unfavorable  commitments,  except as referred to or
reflected  or  provided  for in said  financial  statements  or as set  forth in
Borrower's Joint Proxy Statement/Prospectus dated December 24, 2002.

     No Material  Adverse Change;  Solvency.  Since December 31, 2001, there has
been no material adverse change in the consolidated financial condition, results
of  operations,  business or  prospects  of the  Borrower  and its  consolidated
Subsidiaries  taken as a whole.  Each of the Borrower and the other Loan Parties
is Solvent.

     ERISA.  Each member of the ERISA Group has fulfilled its obligations  under
the  minimum  funding  standards  of ERISA and the  Internal  Revenue  Code with
respect to each Plan and is in  compliance  in all  material  respects  with the
presently  applicable  provisions  of ERISA and the  Internal  Revenue Code with
respect  to each Plan.  No member of the ERISA  Group has (i) sought a waiver of
the minimum funding  standard under Section 412 of the Internal  Revenue Code in
respect of any Plan, (ii) failed to make any contribution or payment to any Plan
or  Multiemployer  Plan or in respect of any  Benefit  Arrangement,  or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could result
in the  imposition  of a Lien or the posting of a bond or other  security  under
ERISA or the Internal  Revenue Code or (iii) incurred any liability  under Title
IV of ERISA other than a liability to the PBGC for premiums  under  Section 4007
of ERISA.

     Absence of Defaults.  None of the  Borrower,  the other Loan Parties or the
other  Subsidiaries  has  violated  any  material  provision  of its articles of
incorporation,  bylaws,  partnership  agreement or other similar  organizational
documents,  and no event has  occurred,  which has not been  remedied,  cured or
waived:  (i) which  constitutes a Default or an Event of Default;  or (ii) which
constitutes,  or which with the passage of time, the giving of notice,  or both,
would constitute,  a default or event of default by the Borrower, any other Loan
Party or any other Subsidiary under any agreement (other than this Agreement) or
judgment,  decree or order to which  any such  Person is a party or by which any
such Person or any of its respective  properties may be bound
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<PAGE>
where such default or event of default could,  individually or in the aggregate,
have a Material Adverse Effect.

     Environmental  Laws.  In the  ordinary  course of business and from time to
time each of the Loan Parties and the other Subsidiaries conducts reviews of the
effect  of  Environmental  Laws  on  its  respective  business,  operations  and
properties,  including without  limitation,  its respective  Properties,  in the
course  of  which  such  Loan  Party or such  other  Subsidiary  identifies  and
evaluates  associated  liabilities  and costs  (including,  without  limitation,
determining  whether any capital or  operating  expenditures  are  required  for
clean-up or closure of  properties  presently or previously  owned,  determining
whether  any  capital  or  operating  expenditures  are  required  to achieve or
maintain compliance in all material respects with Environmental Laws or required
as a  condition  of any  Governmental  Approval,  any  contract,  or any related
constraints  on  operating   activities,   determining   whether  any  costs  or
liabilities  exist in connection  with off-site  disposal of wastes or Hazardous
Materials,  and determining whether any actual or potential liabilities to third
parties, including employees, and any related costs and expenses exist). Each of
the Loan Parties and the other Subsidiaries is in compliance with all applicable
Environmental  Laws  and has  obtained  all  Governmental  Approvals  which  are
required  under  Environmental  Laws and is in  compliance  with all  terms  and
conditions  of such  Governmental  Approvals,  where with respect to each of the
foregoing the failure to obtain or to comply with could be  reasonably  expected
to have a Material Adverse Effect.  Except for any of the following matters that
could not be  reasonably  expected to have a Material  Adverse  Effect,  no Loan
Party is aware of, nor has it  received  notice of, any past or present  events,
conditions,  circumstances,  activities, practices, incidents, actions, or plans
which, with respect to any Loan Party or any other Subsidiary,  may unreasonably
interfere with or prevent compliance or continued  compliance with Environmental
Laws, or may give rise to any common-law or legal liability, based on or related
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling or the emission, discharge, release or threatened release
into  the  environment,  of any  Hazardous  Material;  and  there  is no  civil,
criminal, or administrative  action, suit, demand,  claim,  hearing,  notice, or
demand letter, notice of violation,  investigation, or proceeding pending or, to
the Borrower's knowledge after due inquiry,  threatened,  against any Loan Party
or any other  Subsidiary  relating in any way to  Environmental  Laws which,  if
determined  adversely  to such Loan  Party or such  other  Subsidiary,  could be
reasonably expected to have a Material Adverse Effect.

     Investment Company; Public Utility Holding Company. No Loan Party is (i) an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment  Company Act of 1940, as amended,  (ii) a "holding
company" or a "subsidiary company" of a "holding company",  or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company",  within
the meaning of the Public Utility  Holding  Company Act of 1935, as amended,  or
(iii) subject to any other Applicable Law which purports to regulate or restrict
its  ability  to  borrow  money or  obtain  other  extensions  of  credit  or to
consummate  the  transactions  contemplated  by this Agreement or to perform its
obligations under any Loan Document to which it is a party.

     Margin  Stock.  No Loan  Party  is  engaged  principally,  or as one of its
important  activities,  in the  business of  extending  credit for the  purpose,
whether immediate,  incidental or ultimate, of
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buying or carrying  "margin  stock"  within the meaning of  Regulation  U of the
Board of Governors of the Federal Reserve System.

     Affiliate  Transactions.  Except as permitted by Section 10.8,  none of the
Borrower,  any other Loan Party nor any other  Subsidiary is a party to or bound
by any agreement or arrangement (whether oral or written) with any Affiliate.

     Intellectual  Property.  Each of the Loan  Parties owns or has the right to
use,  under valid  license  agreements  or  otherwise,  all  patents,  licenses,
franchises,  trademarks, trademark rights, trade names, trade name rights, trade
secrets and copyrights (collectively,  "Intellectual Property") necessary to the
conduct of its  businesses,  without known  conflict  with any patent,  license,
franchise,  trademark, trade secret, trade name, copyright, or other proprietary
right of any other Person.  All such  Intellectual  Property is fully  protected
and/or duly and properly  registered,  filed or issued in the appropriate office
and jurisdictions for such registrations, filing or issuances. No material claim
has been asserted by any Person with respect to the use of any such Intellectual
Property,  or challenging or questioning  the validity or  effectiveness  of any
such Intellectual Property.

     Business.  As of the Agreement Date, the Borrower and its  Subsidiaries are
engaged in the business of acquiring, renovating, developing and managing income
producing Properties (consisting primarily of retail Properties),  together with
related business activities and investments incidental thereto.

     Broker's  Fees.  No  broker's  or  finder's  fee,   commission  or  similar
compensation  will be  payable  with  respect to the  transactions  contemplated
hereby.  No other similar fees or commissions  will be payable by any Loan Party
for any other  services  rendered  to any Loan  Party or any other  Subsidiaries
ancillary to the transactions contemplated hereby.

     Accuracy and Completeness of Information. All written information,  reports
and other papers and data  furnished to the  Administrative  Agent or any Lender
by, on behalf of, or at the direction of, the Borrower,  any other Loan Party or
any  other   Subsidiary   were,  at  the  time  of  their  respective  dates  or
certification,  complete  and correct in all  material  respects,  to the extent
necessary  to give the  recipient a true and  accurate  knowledge of the subject
matter, or, in the case of financial  statements,  present fairly, in accordance
with GAAP consistently  applied throughout the periods involved (subject,  as to
interim statements,  to changes resulting from normal year-end audit adjustments
and the exclusion of notes),  the financial  position of the Persons involved as
at the date thereof and the results of operations  for such periods.  No fact is
known to the  Borrower  which has had,  or may in the future have (so far as the
Borrower can reasonably  foresee),  a Material Adverse Effect which has not been
set forth in the financial  statements  referred to in Section 7.1(k) or in such
information,  reports or other papers or data or otherwise  disclosed in writing
to the  Administrative  Agent and the Lenders prior to the Effective  Date.  The
documents  furnished or written statements made to the  Administrative  Agent or
any Lender in connection  with the  negotiation,  preparation  or execution,  or
pursuant to, of this  Agreement or any of the other Loan  Documents,  taken as a
whole,  do  not  contain,   as  of  the  time  of  their   respective  dates  or
certification,  any untrue statement of a fact material to the  creditworthiness
of the  Borrower,  any other Loan Party or any other  Subsidiary or omitted when
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<PAGE>
furnished  or made to  state a  material  fact  necessary  in  order to make the
statements contained therein not misleading.

     Not Plan Assets; No Prohibited Transactions. None of the assets of any Loan
Party or any other  Subsidiary  constitutes  "plan assets" within the meaning of
ERISA,  the Internal  Revenue Code and the  respective  regulations  promulgated
thereunder,  of any ERISA Plan. The execution,  delivery and  performance of the
Loan Documents by the Loan Parties,  and the borrowing,  other credit extensions
and repayment of amounts thereunder,  do not and will not constitute "prohibited
transactions" under ERISA or the Internal Revenue Code.

     Unencumbered  Pool Properties.  No Person,  other than Borrower or a Person
that is a Guarantor, is the owner of any Unencumbered Pool Property, and each of
the  Unencumbered  Pool Properties  qualifies as an Eligible  Property.  Without
limiting the foregoing, no Unencumbered Pool Property is subject to a Lien other
than a Permitted Lien.

     Survival of Representations and Warranties, Etc.

     All  statements  contained  in any  certificate  required  pursuant to this
Agreement  or any  other  Loan  Document  and  delivered  by or on behalf of the
Borrower to the Administrative  Agent or any Lender (including,  but not limited
to, any such  statement made in or in connection  with any amendment  thereto or
any statement contained in any such certificate or attached financial statement)
shall constitute  representations and warranties made by the Borrower under this
Agreement.  All representations and warranties made under this Agreement and the
other Loan Documents shall be deemed to be made at and as of the Agreement Date,
the  Effective  Date and at and as of the date of the  occurrence of each Credit
Event, except to the extent that such  representations and warranties  expressly
relate  solely to an  earlier  date (in  which  case  such  representations  and
warranties shall have been true and accurate on and as of such earlier date) and
except for changes in factual  circumstances  specifically  permitted hereunder.
All such  representations and warranties shall survive the effectiveness of this
Agreement,  the execution  and delivery of the Loan  Documents and the making of
the Loans and the issuance of the Letters of Credit.

                              AFFIRMATIVE COVENANTS

     For so long as this  Agreement is in effect,  unless the Requisite  Lenders
(or, if required  pursuant to Section 13.7, all of the Lenders) shall  otherwise
consent in the manner  provided for in Section 13.7,  the Borrower  shall comply
with the following covenants:

     Preservation of Existence and Similar Matters.

     Except as otherwise  permitted under Section 10.4, the Borrower shall,  and
shall cause each other Loan Party and each other  Subsidiary  to,  preserve  and
maintain its respective existence,  rights, franchises,  licenses and privileges
in the  jurisdiction  of its  incorporation  or formation and qualify and remain
qualified  and  authorized  to do  business  in each  jurisdiction  in which the
character  of  its  properties  or the  nature  of its  business  requires  such
qualification  and  authorization  and where the failure to be so authorized and
qualified could reasonably be expected to have a Material Adverse Effect.

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<PAGE>

     Compliance with Applicable Law and Material Contracts.

     The  Borrower  shall,  and shall cause each other Loan Party and each other
Subsidiary  to, comply with (a) all Applicable  Law,  including the obtaining of
all Governmental Approvals, the failure with which to comply could reasonably be
expected to have a Material Adverse Effect,  and (b) all terms and conditions of
all Material Contracts to which it is a party.

     Maintenance of Property.

     In addition to the  requirements  of any of the other Loan  Documents,  the
Borrower shall,  and shall cause each other Loan Party and each other Subsidiary
to, (a) keep all of its material Properties in good working order and condition,
ordinary wear and tear  excepted,  and (b) from time to time make or cause to be
made all needed and appropriate repairs, renewals, replacements and additions to
such properties,  so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

     Conduct of Business.

     The Borrower  shall,  and shall cause the other Loan Parties and each other
Subsidiary to, carry on its respective businesses as described in Section 7.1(t)
and not enter into any line of business not otherwise  engaged in by such Person
as of the Agreement Date.

     Insurance.

     The  Borrower  shall,  and shall cause each other Loan Party and each other
Subsidiary to, maintain insurance with financially sound and reputable insurance
companies against such risks and in such amounts as is customarily maintained by
similar  businesses  or as may be required by  Applicable  Law.  Such  insurance
shall, in any event, include replacement cost fire and extended coverage, public
liability,  property  damage,  workers'  compensation  and flood  insurance  (if
required under  Applicable Law). The Borrower shall from time to time deliver to
the Administrative  Agent upon request a detailed list,  together with copies of
all policies of the insurance then in effect, stating the names of the insurance
companies,  the amounts and rates of the insurance,  the dates of the expiration
thereof and the properties and risks covered thereby.

     Payment of Taxes and Claims.

     The  Borrower  shall,  and shall cause each other Loan Party and each other
Subsidiary  to,  pay and  discharge  when  due (a) all  taxes,  assessments  and
governmental  charges or levies imposed upon it or upon its income or profits or
upon any properties  belonging to it, and (b) all lawful claims of  materialmen,
mechanics,  carriers,  warehousemen and landlords for labor, materials, supplies
and rentals  which,  if unpaid,  might become a Lien on any  properties  of such
Person;  provided,  however,  that this Section shall not require the payment or
discharge  of any such tax,  assessment,  charge,  levy or claim  which is being
contested in good faith by appropriate  proceedings which operate to suspend the
collection  thereof and for which adequate reserves have been established on the
books of such Person in accordance with GAAP.

                                       69
<PAGE>
     Books and Records; Inspections.

     The  Borrower  will,  and will  cause  each other Loan Party and each other
Subsidiary  to, keep proper books of record and account in which full,  true and
correct  entries shall be made of all dealings and  transactions  in relation to
its business and  activities.  The Borrower will, and will cause each other Loan
Party and each other Subsidiary to, permit representatives of the Administrative
Agent or any Lender to visit and inspect any of their respective properties,  to
examine and make abstracts from any of their respective books and records and to
discuss their  respective  affairs,  finances and accounts with their respective
officers,  employees  and  independent  public  accountants  (in the  Borrower's
presence if an Event of Default  does not then  exist),  all at such  reasonable
times during  business  hours and as often as may reasonably be requested and so
long as no Event of Default exists,  with reasonable prior notice.  The Borrower
shall be  obligated to reimburse  the  Administrative  Agent and the Lenders for
their costs and  expenses  incurred  in  connection  with the  exercise of their
rights under this Section only if such exercise  occurs while a Default or Event
of Default exists.

     Use of Proceeds.

     The  Borrower  shall use the  proceeds of Loans only (a) for the payment of
pre-development  and  development  costs incurred in connection  with Properties
owned by the Borrower or any Subsidiary;  (b) to finance acquisitions  otherwise
permitted under this Agreement, including, but not limited to the acquisition of
IRT; (c) to finance  capital  expenditures  and the repayment of Indebtedness of
the  Borrower  and  its  Subsidiaries,   including,  but  not  limited  to,  the
Indebtedness listed on Schedule 6.1(a)(xii); and (d) for other general corporate
purposes  of the  Borrower  and  its  Subsidiaries,  including  the  payment  of
dividends and fee and expenses in connection with the Loans.  The Borrower shall
only use  Letters  of  Credit  for the same  purposes  for  which it may use the
proceeds of Loans.  The Borrower  shall not, and shall not permit any other Loan
Party or any other  Subsidiary  to, use any part of such proceeds to purchase or
carry,  or to reduce or retire or refinance  any credit  incurred to purchase or
carry,  any margin  stock  (within the meaning of  Regulation  U of the Board of
Governors of the Federal  Reserve  System) or to extend credit to others for the
purpose of purchasing or carrying any such margin stock.

     Environmental Matters.

     The  Borrower  shall,  and shall cause each other Loan Party and each other
Subsidiary  to,  comply with all  Environmental  Laws the failure  with which to
comply could  reasonably be expected to have a Material  Adverse Effect.  If the
Borrower,  any other Loan Party or any other Subsidiary shall (a) receive notice
that any violation of any  Environmental Law may have been committed or is about
to be committed by such Person,  (b) receive notice that any  administrative  or
judicial  complaint or order has been filed or is about to be filed  against any
such Person alleging  violations of any  Environmental Law or requiring any such
Person to take any action in connection with the release of Hazardous  Materials
or (c)  receive  any notice  from a  Governmental  Authority  or  private  party
alleging that any such Person may be liable or responsible for costs  associated
with a response to or cleanup of a release of Hazardous Materials or any damages
caused  thereby,  and such  notices,  individually  or in the  aggregate,  could
                                       70
<PAGE>
reasonably be expected to have a Material  Adverse  Effect,  the Borrower  shall
provide the Administrative Agent with a copy of such notice within ten (10) days
after the  receipt  thereof  by the  Borrower  or any of the  Subsidiaries.  The
Borrower  and the  Subsidiaries  shall  promptly  take all actions  necessary to
prevent  the  imposition  of any  Liens  on any of their  respective  properties
arising out of or related to any Environmental Laws.

     Further Assurances.

     At the Borrower's  cost and expense and upon request of the  Administrative
Agent,  the Borrower shall, and shall cause each other Loan Party and each other
Subsidiary  to,  duly  execute  and  deliver  or cause to be duly  executed  and
delivered,  to the Administrative Agent such further instruments,  documents and
certificates,  and do and  cause  to be  done  such  further  acts  that  may be
reasonably   necessary   or  advisable   in  the   reasonable   opinion  of  the
Administrative  Agent to carry out more  effectively the provisions and purposes
of this Agreement and the other Loan Documents.

     Material Contracts.

     The  Borrower  shall,  and shall cause each other Loan Party and each other
Subsidiary  to,  perform and comply with any and all  material  representations,
warranties,  covenants and agreements  expressed as binding upon any such Person
under any Material  Contract.  The Borrower  shall not, and shall not permit any
other Loan Party or any other  Subsidiary to, do or knowingly  permit to be done
anything  to  impair  materially  the  value of any of the  Material  Contracts,
provided  that  nothing  in this  Agreement  shall  prohibit  any Loan  Party or
Subsidiary from prepaying any Mortgage.

     REIT Status.

     The Borrower shall maintain its status as a REIT.

     Exchange Listing.

     The  Borrower  shall  maintain  at least one  class of common  stock of the
Borrower  having  trading  privileges  on the New  York  Stock  Exchange  or the
American  Stock  Exchange or which is subject to price  quotations on The NASDAQ
Stock Market's National Market System.

     Guarantors.

     Generally. Borrower shall cause any Subsidiary and Unconsolidated Affiliate
that is not already a  Guarantor  and to which any of the  following  conditions
apply (each a "New Guarantor") to execute and deliver to Administrative Agent an
Accession  Agreement,  together  with the other items  required to be  delivered
under the subsection (c) below:

     such Person (other than the Borrower) owns an Unencumbered Pool Property;

     such Person is a Wholly Owned Subsidiary of Borrower; or

                                       71
<PAGE>
     such Person is a Subsidiary of Borrower or  Unconsolidated  Affiliate which
Guarantees,  or otherwise  becomes  obligated in respect of, any Indebtedness of
Borrower or any Subsidiary of the Borrower.

     Any such Accession  Agreement and the other items required under subsection
(c) below must be delivered to the  Administrative  Agent no later than ten (10)
Business  Days  following  the date on which any of the above  conditions  first
applies  to a New  Guarantor.  Notwithstanding  the  foregoing,  a Wholly  Owned
Subsidiary  shall not be  required to become a  Guarantor  if such Wholly  Owned
Subsidiary  cannot become a party to the Guaranty without  violating (1) express
provisions of indebtedness  incurred by such Wholly Owned Subsidiary,  or (2) in
the case of a Wholly  Owned  Subsidiary  obligated  under any  secured  mortgage
indebtedness,   express   provisions   of   such   Wholly   Owned   Subsidiary's
organizational  documents.   Borrower  shall  deliver  to  Administrative  Agent
promptly upon request copies of such non-recourse indebtedness  documentation or
such other items as Administrative  Agent may reasonably  request to confirm the
possibility of such violation.

     Other  Guarantors.  The Borrower shall cause,  as is necessary from time to
time to comply with the  provisions  of Section  10.1(j),  Persons  that are not
already  Guarantors to become  Guarantors by causing such Persons to execute and
deliver to the Administrative  Agent an Accession  Agreement,  together with the
other items required to be delivered under the subsection (c) below.

     Required Deliveries.  Each Accession Agreement delivered by a New Guarantor
under the immediately  preceding  subsections (a) or (b) shall be accompanied by
all of the  following  items,  each in form and  substance  satisfactory  to the
Administrative Agent:

     the articles of  incorporation,  articles of  organization,  certificate of
limited  partnership or other comparable  organizational  instrument (if any) of
such New  Guarantor  certified  as of a  recent  date  (and  with  reference  to
documents filed and certified by the applicable state Secretary of State) by the
Secretary  or  Assistant  Secretary  (or  other  individual  performing  similar
functions) of such New Guarantor;

     a  Certificate  of Good  Standing or  certificate  of similar  meaning with
respect to such New  Guarantor  issued as of a recent date by the  Secretary  of
State of the state of  organization  of such New Guarantor and  certificates  of
qualification to transact  business or other comparable  certificates  issued by
each Secretary of State (and any state department of taxation, as applicable) of
each state in which such New Guarantor owns an  Unencumbered  Pool Property,  if
any;

     a certificate of incumbency signed by the Secretary or Assistant  Secretary
(or other individual  performing  similar  functions) of such New Guarantor with
respect to each of the officers of such New Guarantor  authorized to execute and
deliver the Loan Documents to which such New Guarantor is a party;

     copies  certified  by the  Secretary  or  Assistant  Secretary  of such New
Guarantor (or other individual  performing  similar functions) of all corporate,
partnership,  member or other  necessary  action taken by such New  Guarantor to
authorize the execution, delivery and performance of the
                                       72
<PAGE>
Loan Documents to which it is a party and, upon Administrative  Agent's request,
the by-laws of such New Guarantor, if a corporation, the operating agreement, if
a limited liability company, the partnership agreement,  if a limited or general
partnership, or other comparable document in the case of any other form of legal
entity;

     an opinion of counsel to the Borrower and such New Guarantor,  addressed to
the  Administrative  Agent and Lenders,  and regarding,  among other things, the
authority of such New  Guarantor to execute,  deliver and perform the  Guaranty,
and such other matters as the  Administrative  Agent or its counsel may request;
and

     such  other  documents  and  instruments  as the  Administrative  Agent may
reasonably request.

     Release of Guarantor.  Borrower may request in writing that  Administrative
Agent  release,  and upon  receipt of such  request  Administrative  Agent shall
release,  a Guarantor  from the Guaranty so long as: (i) such  Guarantor owns no
Unencumbered  Pool Property,  nor any direct or indirect  equity interest in any
Subsidiary that does own an Unencumbered  Pool Property;  (ii) such Guarantor is
not  otherwise  required to be a party to the Guaranty  under this Section 8.14;
and (iii) no  Default or Event of Default  shall then be in  existence  or would
occur as a result of such release.

                                   INFORMATION

     For so long as this  Agreement is in effect,  unless the Requisite  Lenders
(or, if required  pursuant to Section 13.7, all of the Lenders) shall  otherwise
consent in the manner set forth in Section 13.7,  the Borrower  shall furnish to
Administrative  Agent on behalf of the Lenders (with  multiple  copies,  one for
each Lender) at its Lending Office:

     Quarterly Financial Statements.

     If not publicly  available  free of charge from the Securities and Exchange
Commission on the internet at  http://www.sec.gov  within  forty-five  (45) days
after the close of each fiscal quarter of Borrower,  or if an extension has been
granted by the Securities and Exchange Commission for the filing by the Borrower
of its quarterly  report on Form 10-Q, then by the earlier of the date such Form
10-Q is actually filed and the last day of such extended time period,  but in no
event  later than sixty  (60) days  after the end of such  quarterly  period for
which such Form 10-Q is to be filed, the unaudited consolidated balance sheet of
the Borrower and its  Subsidiaries  as at the end of such period and the related
unaudited   consolidated   statements  of  operations,   comprehensive   income,
stockholders'  equity and cash flows of the  Borrower and its  Subsidiaries  for
such period,  setting forth in each case in  comparative  form the figures as of
the end of and for the corresponding periods of the previous fiscal year, all of
which shall be certified by the chief financial officer of the Borrower,  in his
or her opinion,  to present fairly,  in accordance  with GAAP, the  consolidated
financial  position of the Borrower and its  Subsidiaries as at the date thereof
and the results of operations for such period  (subject to normal year-end audit
adjustments).

                                       73
<PAGE>
     Year-End Statements.

     If not publicly  available  free of charge from the Securities and Exchange
Commission on the internet at  http://www.sec.gov  within ninety (90) days after
the end of each fiscal year of the Borrower, or if an extension has been granted
by the Securities and Exchange  Commission for the filing by the Borrower of its
quarterly report on Form 10-K, then by the earlier of the date such Form 10-K is
actually  filed and the last day of such extended  time period,  but in no event
later than one hundred  twenty  (120) days after the end of such fiscal year for
which such Form 10-K is to be filed, the audited  consolidated  balance sheet of
the  Borrower  and its  Subsidiaries  as at the end of such  fiscal year and the
related audited  consolidated  statements of operations,  comprehensive  income,
stockholders'  equity and cash flows of the  Borrower and its  Subsidiaries  for
such fiscal year, setting forth in comparative form the figures as at the end of
and for the  previous  fiscal  year,  all of which shall be certified by (a) the
chief  financial  officer of the  Borrower,  in his or her  opinion,  to present
fairly, in accordance with GAAP, the financial  position of the Borrower and its
Subsidiaries as at the date thereof and the result of operations for such period
and  (b)  Deloitte  &  Touche  LLP or any  other  independent  certified  public
accountants of recognized national standing acceptable to the Requisite Lenders,
whose certificate  shall be unqualified and in scope and substance  satisfactory
to the Requisite  Lenders and who shall have  authorized the Borrower to deliver
such financial statements and certification  thereof to the Administrative Agent
and the Lenders pursuant to this Agreement.

     Compliance Certificate.

     At the time the financial statements are furnished or available pursuant to
the immediately  preceding Sections 9.1 and 9.2, a certificate  substantially in
the form of Exhibit I (a  "Compliance  Certificate")  executed  on behalf of the
Borrower by the chief financial  officer of the Borrower (a) setting forth as of
the end of such quarterly  accounting period or fiscal year, as the case may be,
the  calculations  required to establish  whether the Borrower was in compliance
with the covenants contained in Section 10.1; and (b) stating that no Default or
Event of Default exists, or, if such is not the case, specifying such Default or
Event of Default and its nature,  when it occurred and, whether it is continuing
and the steps being taken by the Borrower with respect to such event,  condition
or failure.

     Other Information.

     As soon as available  and in any event within fifty (50) days after the end
of each fiscal  quarter of the  Borrower or as  otherwise  required  pursuant to
Article IV, a Unencumbered Pool Certificate  setting forth the information to be
contained  therein,  including  without  limitation,  a  calculation  of Maximum
Availability, as of the last day of such fiscal quarter and actual quarterly and
year-to-date  Net  Operating  Income and  leasing/occupancy  status  reports and
certifying  that each  Property  in the  Unencumbered  Pool  remains an Eligible
Property,  as of the  last day of such  fiscal  quarter  and that the  aggregate
outstanding  principal  amount  of all  outstanding  Loans,  together  with  the
aggregate amount of all Letter of Credit Liabilities,  are less than or equal to
the Maximum Availability at such time.

                                       74
<PAGE>
     Promptly upon receipt thereof,  copies of all reports, if any, submitted to
the  Borrower or its Board of Directors by its  independent  public  accountants
including,  without  limitation,  any  management  report  unless such report is
prepared for the Borrower's internal use only;

     Within ten (10)  Business  Days of request,  unless such report is publicly
available,  free of charge from the  Securities  and Exchange  Commission on the
internet at http://www.sec.gov, copies of all registration statements (excluding
the  exhibits  thereto  and  any  registration  statements  on  Form  S-8 or its
equivalent),  reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all
other  periodic  reports  which the Borrower,  any  Subsidiary or any other Loan
Party  shall  file  with  the  Securities   and  Exchange   Commission  (or  any
Governmental   Authority   substituted  therefor)  or  any  national  securities
exchange, provided that Borrower shall provide Administrative Agent with written
notice of any such filing (other than regularly filed 10-Ks or 10-Qs) within ten
(10) Business Days following such filing;

     Promptly upon the issuance  thereof copies of all press releases  issued by
the Borrower, any Subsidiary or any other Loan Party;

     No later than  seventy-five  (75) days after the end of each fiscal year of
the  Borrower  ending  prior  to  the  Termination  Date,   projected  operating
statements of the Borrower and its Subsidiaries on a consolidated basis for each
quarter of the next succeeding two (2) fiscal years,  all itemized in reasonable
detail. The foregoing shall be accompanied by pro forma  calculations,  together
with detailed  assumptions,  required to establish  whether or not the Borrower,
and when appropriate its consolidated  Subsidiaries,  will be in compliance with
the covenants contained in Section 10.1 and at the end of each fiscal quarter of
the next succeeding two (2) fiscal years;

     No later than thirty (30) days  following  Administrative  Agent's  request
(which 30-day period shall expire in no event earlier than  forty-five (45) days
after the end of each fiscal year of the Borrower),  a property  budget for each
Unencumbered Pool Property for the coming fiscal year of the Borrower;

     If and when any member of the ERISA  Group (i) gives or is required to give
notice to the PBGC of any  "reportable  event" (as  defined  in Section  4043 of
ERISA) with respect to any Plan which might constitute grounds for a termination
of such Plan under Title IV of ERISA,  or knows that the plan  administrator  of
any Plan has given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given or required to be given to the
PBGC;  (ii) receives  notice of complete or partial  withdrawal  liability under
Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated,  a copy of such notice;  (iii) receives notice
from  the  PBGC  under  Title IV of ERISA  of an  intent  to  terminate,  impose
liability  (other than for premiums  under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
for a waiver of the minimum  funding  standard under Section 412 of the Internal
Revenue  Code,  a copy of such  application;  (v)  gives  notice  of  intent  to
terminate  any Plan under  Section  4041(c) of ERISA,  a copy of such notice and
other  information filed with the PBGC; (vi) gives notice of withdrawal from any
Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to
make any payment or contribution to any Plan or Multiemployer Plan or in respect
of any  Benefit  Arrangement  or makes  any  amendment  to any  Plan or  Benefit
                                       75
<PAGE>
Arrangement  which has resulted or could result in the  imposition  of a Lien or
the posting of a bond or other security,  a certificate of the controller of the
Borrower  setting forth details as to such occurrence and action,  if any, which
the Borrower or applicable  member of the ERISA Group is required or proposes to
take;

     To the extent the Borrower or any  Subsidiary is aware of the same,  prompt
notice of the  commencement of any proceeding or  investigation by or before any
Governmental  Authority  and any  action  or  proceeding  in any  court or other
tribunal or before any arbitrator against or in any other way relating adversely
to, or  adversely  affecting,  the  Borrower or any  Subsidiary  or any of their
respective  properties,  assets or businesses  which,  if determined or resolved
adversely  to such  Person,  would  reasonably  be  expected  to have a Material
Adverse  Effect,  and prompt  notice of the  receipt  of notice  that any United
States income tax returns of the Borrower or any of its  Subsidiaries  are being
audited;

     A  copy  of  any  amendment  to  the  articles  of  incorporation,  bylaws,
partnership agreement or other similar organizational  documents of the Borrower
or any other Loan  Party  within  five (5)  Business  Days of the  effectiveness
thereof;

     Prompt  notice of any change in the senior  management  of the Borrower and
any change in the business, assets, liabilities,  financial condition or results
of operations of the Borrower,  any Subsidiary or any other Loan Party which has
had or could have Material Adverse Effect;

     Prompt  notice of the  occurrence of any Default or Event of Default or any
event which constitutes or which with the passage of time, the giving of notice,
or both,  would  constitute a default or event of default by the  Borrower,  any
Subsidiary or any other Loan Party under any Material Contract to which any such
Person  is a  party  or by  which  any  such  Person  or any  of its  respective
properties may be bound;

     Promptly upon entering into any Material Contract after the Agreement Date,
notice of such Material  Contract (along with a brief  description of its terms)
and,  upon  Administrative  Agent's  request  (provided   dissemination  is  not
prohibited by confidentiality  provisions),  a copy of such Material Contract to
Administrative Agent;

     Prompt notice of (i) any order,  judgment or decree in excess of $1,500,000
having been entered against the Borrower, any Subsidiary or any other Loan Party
or any of their  respective  properties or assets,  (ii) the  institution of, or
threat of, any material action, suit, proceeding,  governmental investigation or
arbitration  against or affecting Borrower not listed on Schedule 7.1(i) hereto,
or (iii) any material development in any action, suit, proceeding,  governmental
investigation or arbitration  already  disclosed,  which, in the case of matters
referenced in subsections (ii) and (iii),  has, or is reasonably likely to have,
a  Material  Adverse  Effect,  together  with such other  information  as may be
reasonably available to Borrower to enable Administrative Agent, the Lenders and
their counsel to evaluate such matters;

     Prompt notice of (i) any written  notification  of an alleged  violation by
the Borrower or any other Loan Party of any law or regulation,  the violation of
which could result in a Material
                                       76
<PAGE>
Adverse Effect,  or (ii) any inquiry shall have been received by the Borrower or
any other Loan Party from any Governmental Authority;

     Promptly upon the request of the Administrative Agent, and in any event not
later than ten (10) Business Days following any change in Borrower's calculation
of the  Ownership  Share  with  respect  to a  Subsidiary  or an  Unconsolidated
Affiliate,  evidence of the Borrower's  calculation of the Ownership  Share with
respect to a Subsidiary or an Unconsolidated  Affiliate,  such evidence to be in
form and detail satisfactory to the Administrative Agent;

     From time to time and promptly upon each request, such data,  certificates,
reports, schedules of major tenants, statements,  opinions of counsel, documents
or  further  information  regarding  any  Property  or  the  business,   assets,
liabilities, financial condition, results of operations or business prospects of
the  Borrower  or any of its  Subsidiaries  as the  Administrative  Agent or any
Lender may reasonably request; and

     Promptly  upon  request,  copies  certified  by the  Secretary or Assistant
Secretary (or other individual performing similar functions) of each of the Loan
Parties  (other than  Borrower,  for which the  following  information  shall be
provided  prior to the Effective  Date) of (x) the by-laws of such Person,  if a
corporation,  the  operating  agreement,  if a limited  liability  company,  the
partnership agreement, if a limited or general partnership,  or other comparable
document  in the case of any other form of legal  entity and (y) all  corporate,
partnership,  member or other necessary action taken by such Person to authorize
the execution,  delivery and  performance of the Loan Documents to which it is a
party.

                               NEGATIVE COVENANTS

     For so long as this  Agreement is in effect,  unless the Requisite  Lenders
(or, if required  pursuant to Section 13.7, all of the Lenders) shall  otherwise
consent in the manner set forth in Section 13.7,  the Borrower shall comply with
the following  covenants (which, to the extent tested with respect to a specific
fiscal  quarter,  shall be tested  as of the last  Business  Day of such  fiscal
quarter):

                              Financial Covenants.

     Minimum  Tangible Net Worth. The Borrower shall not permit its Tangible Net
Worth determined on a consolidated  basis at the end of any fiscal quarter to be
less than (i)  $497,902,400  (which amount was determined  based upon Borrower's
pro forma  December 31, 2002  financial  statements and shall be adjusted by the
parties  immediately  following  delivery of  Borrower's  actual  March 31, 2003
financial  statements to Administrative  Agent in accordance with this Agreement
to an amount  equal to eighty  percent  (80%) of  Borrower's  Tangible Net Worth
determined on a consolidated  basis as set forth on such  financial  statements)
plus (ii)  ninety  percent  (90%) of the Net  Proceeds  of all Equity  Issuances
effected  at any time after the  Effective  Date by the  Borrower  or any of its
Subsidiaries to any Person other than the Borrower or any of its Subsidiaries.

     Ratio of Total  Liabilities  to Gross Asset Value.  The Borrower  shall not
permit the ratio of (i) Total  Liabilities of the Borrower and its  Subsidiaries
determined on a consolidated basis to
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(ii) Gross Asset Value of the  Borrower  and its  Subsidiaries  determined  on a
consolidated basis, to exceed 0.60 to 1.00 at any time.

     Ratio of Secured  Indebtedness to Gross Asset Value. The Borrower shall not
permit  the  ratio  of  (i)  Secured   Indebtedness  of  the  Borrower  and  its
Subsidiaries  determined  on a  consolidated  basis to (ii) Gross Asset Value to
exceed 0.40 to 1.00 at any time.

     Ratio of EBITDA to  Interest  Expense.  The  Borrower  shall not permit the
ratio  of (i)  EBITDA  of the  Borrower  and its  Subsidiaries  determined  on a
consolidated  basis for the fiscal  quarter most recently ended to (ii) Interest
Expense of the Borrower and its Subsidiaries  determined on a consolidated basis
for such period, to be less than 1.90 to 1.00 for such period.

     Ratio of EBITDA to Fixed  Charges.  The Borrower shall not permit the ratio
of (i) EBITDA of the Borrower and its Subsidiaries  determined on a consolidated
basis for the fiscal  quarter most  recently  ended to (ii) Fixed Charges of the
Borrower  and its  Subsidiaries  determined  on a  consolidated  basis  for such
period, to be less than 1.65 to 1.00 for such period.

     Ratio of Unencumbered Net Operating Income to Unsecured  Interest  Expense.
The Borrower shall not permit the ratio of (i) Unencumbered Net Operating Income
of the Borrower and its Subsidiaries  determined on a consolidated basis for the
fiscal quarter most recently  ending to (ii) Unsecured  Interest  Expense of the
Borrower  and its  Subsidiaries  determined  on a  consolidated  basis  for such
period, to be less than 2.00 to 1.00.

     Permitted  Investments.  The  Borrower  shall not, and shall not permit any
Subsidiary to, make an Investment in or otherwise own, the following items which
would cause the  aggregate  value of such holdings of such Persons to exceed the
following percentages of the Borrower's Gross Asset Value:

     unimproved and  undeveloped raw land (which shall not include any such land
acquired  less than  eighteen  (18) months  previously  and which is to become a
Development Property within eighteen (18) months of its acquisition),  such that
the  aggregate  book value of all such land  exceeds  ten  percent  (10%) of the
Borrower's Gross Asset Value;

     common stock, Preferred Stock, other capital stock,  beneficial interest in
trust,  membership  interest in limited  liability  companies  and other  Equity
Interests in Persons (other than  consolidated  Subsidiaries and  Unconsolidated
Affiliates),  such that the aggregate book value of such interests  exceeds five
percent (5%) of the Borrower's Gross Asset Value;

     Investments in Unconsolidated Affiliates,  such that the aggregate value of
such Investments in Unconsolidated Affiliates,  exceeds ten percent (10%) of the
Borrower's  Gross Asset Value. For purposes of this clause (iii), the "value" of
any such Investment in an Unconsolidated  Affiliate shall equal (1) with respect
to any of such Unconsolidated Affiliate's CIP, the Borrower's Ownership Share of
such CIP as of the date of  determination  and (2) with  respect  to any of such
Unconsolidated  Affiliate's Properties which have been completed, the Borrower's
Ownership  Share of the  Operating  Property  Value  for each  Property  of such
Unconsolidated Affiliate; and
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     Mortgages in favor of the Borrower or any Subsidiary of the Borrower,  such
that the aggregate book value of Indebtedness  secured by such Mortgages exceeds
five percent (5%) of the Borrower's Gross Asset Value;

     the aggregate amount of the Total Budgeted Costs for Development Properties
plus Major Redevelopment Properties in which the Borrower either has a direct or
indirect  ownership  interest  shall not  exceed  fifteen  percent  (15%) of the
Borrower's  Gross  Asset  Value.  If a  Development  Property  or  Redevelopment
Property is owned by an Unconsolidated  Affiliate of Borrower or any Subsidiary,
then the greater of (1) the product of (A) the  Borrower's or such  Subsidiary's
Ownership Share in such Unconsolidated Affiliate and (B) the amount of the Total
Budgeted Costs for such Development  Property or  Redevelopment  Property or (2)
the recourse obligations of the Borrower or such Subsidiary (including,  without
limitation,  as a general partner of such Unconsolidated  Affiliate) relating to
the Indebtedness of such Unconsolidated Affiliate,  shall be used in calculating
such investment limitation.

provided, further, that, in addition to the foregoing limitations, the aggregate
value of the  Investments  and other  items  subject to the  limitations  in the
preceding  clauses (i) through (v) shall not exceed twenty  percent (20%) of the
Borrower's Gross Asset Value.

     Total Assets of Non-Wholly  Owned  Subsidiaries.  Borrower shall not permit
aggregate Gross Asset Value,  determined with respect to all  Subsidiaries  that
are not Wholly Owned  Subsidiaries  to exceed fifteen percent (15%) of the Gross
Asset Value.

     Dividends and Other Restricted Payments.  The Borrower and its Subsidiaries
(other than Wholly Owned Subsidiaries) shall not, directly or indirectly declare
or make, or incur any liability to make, any Restricted  Payments,  except that:
(i) the Borrower may make cash distributions to its shareholders in an aggregate
amount not to exceed  ninety-five  percent (95%) of Funds From  Operations as of
the end of each fiscal  quarter for the four fiscal  quarter period then ending;
provided  however,  that  Borrower  in all  events  shall  be  entitled  to make
distributions  to its shareholders in such amounts and at such times as shall be
necessary or appropriate  to enable the Borrower to avoid  liability for any tax
pursuant  to  Section  857(b)  or  Section  4981 of the  Internal  Revenue  Code
(including cash  distributions) of capital gains resulting from gains from asset
sales to the extent necessary to avoid payment of taxes on such asset sales; and
(iii)  Subsidiaries  may make  Restricted  Payments to the Borrower or any other
Subsidiary.   Notwithstanding  the  foregoing,  but  subject  to  the  following
sentence, if a Default or Event of Default exists, the Borrower may only declare
or make cash  distributions  to its  shareholders in an aggregate  amount not to
exceed the minimum  amount  necessary  for the Borrower to remain in  compliance
with Section  8.12. If an Event of Default  specified in subsection  (a), (e) or
(f) of Section 11.1 shall have occurred and be continuing,  or if as a result of
the  occurrence  of any  other  Event  of  Default  the  Obligations  have  been
accelerated,  the Borrower  shall not, and shall not permit any  Subsidiary  to,
make any Restricted Payments to any Person whatsoever other than to the Borrower
or any Subsidiary.

     Asset Value of Non-Guarantor Entities. At no time shall the aggregate Asset
Value  of the  Non-Guarantor  Entities  obligated  in  respect  of any  Recourse
Indebtedness exceed ten percent (10%) of the Gross Asset Value.
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     Negative Pledge.

     The  Borrower  shall  not,  and shall not  permit  any other Loan Party to,
create,  assume or suffer to exist any Lien on any Unencumbered Pool Property or
on any direct or indirect  ownership interest in any Unencumbered Pool Property,
except for Permitted Liens.

     Restrictions on Intercompany Transfers.

     The  Borrower  shall not,  and shall not permit any other Loan Party or any
other  Subsidiary  to,  create or  otherwise  cause or suffer to exist or become
effective any  consensual  encumbrance or restriction of any kind on the ability
of any Subsidiary to: (i) pay dividends or make any other distribution on any of
such Subsidiary's  capital stock or other Equity Interests owned by the Borrower
or any other  Subsidiary;  (ii) pay any Indebtedness owed to the Borrower or any
other  Subsidiary;  (iii) make loans or  advances  to the  Borrower or any other
Subsidiary;  or (iv)  transfer  any of its property or assets to the Borrower or
any other Subsidiary.

     Merger, Consolidation, Sales of Assets and Other Arrangements.

     The  Borrower  shall not,  and shall not permit any other Loan Party or any
other Subsidiary to, (a) enter into any transaction of merger or  consolidation;
(b)  liquidate,  wind up or  dissolve  itself  (or  suffer  any  liquidation  or
dissolution);  (c) convey, sell, lease, sublease,  transfer or otherwise dispose
of, in one transaction or a series of transactions,  all or substantially all of
its business or assets, or the capital stock of or other Equity Interests in any
of its Subsidiaries,  whether now owned or hereafter acquired;  or (d) acquire a
Substantial  Amount of the assets  of, or make an  Investment  of a  Substantial
Amount in, any other Person; provided, however, that:

     any  Subsidiary  may merge with a Loan Party so long as the  survivor  is a
Loan Party;

     any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;

     any  Subsidiary  that is not (and is not  required  to be) a Loan Party may
convey,  sell,  transfer or otherwise dispose of, in one transaction or a series
of transactions,  all or any substantial part of its business or assets,  or the
capital  stock of or other  Equity  Interests  in any of its  Subsidiaries,  and
immediately  thereafter  liquidate,  provided that immediately prior to any such
conveyance,   sale,   transfer,   disposition  or  liquidation  and  immediately
thereafter and after giving effect thereto, no Default or Event of Default is or
would be in existence;

     any Loan Party and any other  Subsidiary may,  directly or indirectly,  (A)
acquire (whether by purchase, acquisition of Equity Interests of a Person, or as
a result of a merger or consolidation)  assets of, or make an Investment in, any
other Person so long as the amount of such  acquisition  or Investment  does not
equal or exceed a Substantial Amount and (B) sell, lease or otherwise  transfer,
whether by one or a series of transactions,  assets (including  capital stock or
other  securities  of  Subsidiaries)  which do not equal or exceed a Substantial
Amount to any other  Person  and,  in the event  that the assets  referenced  in
either  subsection  (A) or (B) above do in fact  equal or  exceed a  Substantial
Amount,  the  applicable  Loan Party or other  Subsidiary  may proceed with such
acquisition  or transfer,  so long as, in each case, (1) the Borrower shall have
given the  Administrative  Agent and the Lenders at least thirty (30) days prior
written notice of
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such  consolidation,  merger,  acquisition,  Investment,  sale,  lease  or other
transfer;  (2) immediately prior thereto,  and immediately  thereafter and after
giving  effect  thereto,  no  Default  or  Event  of  Default  is or would be in
existence;  (3) in the case of a consolidation  or merger involving the Borrower
or any other Loan Party,  such Person shall be the  survivor  thereof and (4) at
the time the Borrower  gives notice  pursuant to clause (1) of this  subsection,
the Borrower shall have delivered to the Administrative  Agent and the Lenders a
Compliance  Certificate,  calculated  on  a  pro  forma  basis,  evidencing  the
continued  compliance by the Loan Parties with the terms and  conditions of this
Agreement  and the other  Loan  Documents,  including  without  limitation,  the
financial  covenants  contained in Section  10.1,  after  giving  effect to such
consolidation, merger, acquisition, Investment, sale, lease or other transfer;

     the  Borrower  and the  other  Loan  Parties  may lease  and  sublease  its
respective  assets, as lessor or sublessor (as the case may be), in the ordinary
course of their business; and

     the Borrower may enter into a merger  transaction  with IRT,  provided that
Borrower is the resulting entity.

Further,  no  Loan  Party,  nor any  other  Subsidiary,  shall  enter  into  any
sale-leaseback  transactions  or other  transaction  by which such Person  shall
remain  liable as lessee (or the  economic  equivalent  thereof)  of any real or
personal property that it has sold or leased to another Person.

     Plans.

     The  Borrower  shall not,  and shall not permit any other Loan Party or any
other Subsidiary to, permit any of its respective  assets to become or be deemed
to be "plan assets" within the meaning of ERISA,  the Internal  Revenue Code and
the respective regulations promulgated thereunder.

     Fiscal Year.

     The Borrower shall not change its fiscal year from that in effect as of the
Agreement Date.

     Modifications of Organizational Documents and Material Contracts.

     The  Borrower  shall  not,  and shall not  permit  any other Loan Party to,
amend,  supplement,  restate or otherwise modify its articles of  incorporation,
by-laws or other  organizational  documents without the prior written consent of
the Requisite  Lenders unless such amendment,  supplement,  restatement or other
modification  (a) is in the case of the  Borrower,  to  increase  the  amount of
Equity  Interests  authorized to be issued by the Borrower,  or to authorize the
issuance of a class of Preferred Stock by the Borrower, (b) is required under or
as a result  of the  Internal  Revenue  Code or  other  Applicable  Law,  (c) is
required to maintain the Borrower's status as a REIT or (d) could not reasonably
be expected to have a Material Adverse Effect (and in all events,  Borrower,  in
accordance with Section 9.4(i),  shall provide  Administrative  Agent with fully
executed and filed, if applicable, copies of any of the foregoing). The Borrower
shall not  permit  Subsidiary  that is not a Loan  Party to  amend,  supplement,
restate or  otherwise  modify its  articles of  incorporation,  by-laws or other
organizational  documents if such  amendment,
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<PAGE>
supplement,  restatement or other  modification  could reasonably be expected to
have a Material Adverse Effect. The Borrower shall not enter into, and shall not
permit  any  Subsidiary  or  other  Loan  Party to enter  into,  any  amendment,
termination or  modification to any Material  Contract that could  reasonably be
expected to have a Material  Adverse Effect or default in the performance of any
obligations of the Borrower or any Subsidiary in any Material Contract.

     Transactions with Affiliates.

     The  Borrower  shall  not,  and shall not  permit  any other Loan Party to,
permit to exist or enter into, any  transaction  (including the purchase,  sale,
lease or exchange of any  property or the  rendering  of any  service)  with any
Affiliate of the Borrower or with any director,  officer or employee of any Loan
Party,  except  transactions  in the course of and  pursuant  to the  reasonable
requirements of the business of the Borrower and upon fair and reasonable  terms
that  are no  less  favorable  to the  Borrower  than  would  be  obtained  in a
comparable arm's length  transaction with a Person that is not an Affiliate.  In
limitation  of the  foregoing,  neither  Borrower  nor any other Loan Parties or
Subsidiaries  shall (a) make  loans or  advances  to any  director,  officer  or
employee of any Loan Party or (b)  guaranty  loans or advances to any  director,
officer or employee of any Loan Party,  in either case or cumulatively in excess
of $10,000,000 in the aggregate.  The Borrower and each Subsidiary may, however,
guaranty Indebtedness of other Loan Parties.

                                     DEFAULT

     Events of Default.

     Each of the following  shall  constitute an Event of Default,  whatever the
reason for such event and whether it shall be  voluntary  or  involuntary  or be
effected by operation of Applicable  Law or pursuant to any judgment or order of
any Governmental Authority:

     Default in Payment.  The Borrower or any other Loan Party shall fail to pay
(i) any amount due on the Termination Date, (ii) any principal when due (whether
upon demand, at maturity, by reason of acceleration or otherwise),  or (iii) any
other amount due (whether upon demand, at maturity, by reason of acceleration or
otherwise)  under this  Agreement  or any other Loan  Document  within three (3)
Business Days of the same being due.

     Default in Performance.

     The Borrower shall fail to perform or observe any term, covenant, condition
or agreement  on its part to be performed or observed and  contained in Sections
9.4 or Article X.; or

     The  Borrower  or any other Loan Party shall fail to perform or observe any
term, covenant,  condition or agreement contained in this Agreement or any other
Loan Document to which it is a party and not otherwise mentioned in this Section
and such failure shall  continue for a period of thirty (30) calendar days after
the earlier of (x) the date upon which any Loan Party obtains  knowledge of such
failure or (y) the date upon which the Borrower has received  written  notice of
such failure from the Administrative Agent;

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     Misrepresentations.  Any  representation or warranty made or deemed made by
or on behalf of the Borrower or any other Loan Party in this  Agreement,  in any
other Loan Document, or in any required certificate delivered by or on behalf of
the Borrower or any other Loan Party, or any amendment hereto or thereto,  shall
at any time prove to have been  incorrect or misleading in any material  respect
when furnished or made or deemed made.

     Indebtedness Cross-Default.

     The Borrower,  any other Loan Party, or any other  Subsidiary shall fail to
pay when due and payable the  principal  of, or  interest  on, (x) any  Recourse
Indebtedness  (other than the Loans) having an aggregate  outstanding  principal
amount of  $5,000,000  or more, or (y) any  Nonrecourse  Indebtedness  having an
aggregate  outstanding  principal amount of $35,000,000 or more, and in any such
case such failure shall continue beyond any applicable  notice and cure periods;
or

     The maturity of any (x) any Recourse Indebtedness (other than the Loans) of
the Borrower,  any other Loan Party or any other Subsidiary  having an aggregate
outstanding  principal  amount of  $5,000,000  or more,  or (y) any  Nonrecourse
Indebtedness  of the  Borrower,  any other  Loan  Party or any other  Subsidiary
having an aggregate  outstanding  principal  amount of $35,000,000 or more shall
have (1) been  accelerated  in accordance  with the provisions of any indenture,
contract or  instrument  evidencing,  providing for the creation of or otherwise
concerning  such  Indebtedness or (2) been required to be prepaid or repurchased
prior to the stated maturity thereof; or

     Any other  event  shall have  occurred  and be  continuing  which,  with or
without the passage of time,  the giving of notice,  or both,  would  permit any
holder or holders of (x) any Recourse Indebtedness (other than the Loans) of the
Borrower,  any other  Loan  Party or any other  Subsidiary  having an  aggregate
outstanding  principal  amount of  $5,000,000  or more,  or (y) any  Nonrecourse
Indebtedness  of the  Borrower,  any other  Loan  Party or any other  Subsidiary
having an aggregate  outstanding  principal  amount of  $35,000,000 or more, any
trustee or agent acting on behalf of such holder or holders or any other Person,
to accelerate the maturity of such Indebtedness or require any such Indebtedness
to be prepaid or repurchased prior to its stated maturity.

     Voluntary  Bankruptcy  Proceeding.  The Borrower or any other Loan Party or
any Person who has granted to the Administrative Agent a Lien under any Security
Document shall: (i) commence a voluntary case under the Bankruptcy Code of 1978,
as amended or other  federal  bankruptcy  laws (as now or  hereafter in effect);
(ii) file a petition  seeking to take  advantage of any other  Applicable  Laws,
domestic  or  foreign,  relating  to  bankruptcy,  insolvency,   reorganization,
winding-up,  or composition or adjustment of debts; (iii) consent to, or fail to
contest in a timely and appropriate  manner, any petition filed against it in an
involuntary  case under such bankruptcy laws or other Applicable Laws or consent
to any proceeding or action described in the immediately  following  subsection;
(iv)  apply for or consent  to, or fail to  contest in a timely and  appropriate
manner,  the  appointment  of,  or the  taking  of  possession  by, a  receiver,
custodian,  trustee,  or liquidator  of itself or of a  substantial  part of its
property,  domestic  or  foreign;  (v) be  unable  to or  admit in  writing  its
inability  to pay its debts as they become due;
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<PAGE>
(vi) make a general  assignment  for the  benefit  of  creditors;  (vii)  make a
conveyance  fraudulent as to creditors  under any Applicable Law; or (viii) take
any  corporate or  partnership  action for the purpose of  effecting  any of the
foregoing.

     Involuntary  Bankruptcy  Proceeding.  A case or other  proceeding  shall be
commenced  against  the  Borrower  or any other Loan Party or any Person who has
granted to the  Administrative  Agent a Lien under any Security  Document in any
court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code of
1978,  as amended  or other  federal  bankruptcy  laws (as now or  hereafter  in
effect) or under any other  Applicable  Laws,  domestic or foreign,  relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts; or (ii) the appointment of a trustee, receiver, custodian,  liquidator
or the like of such  Person,  or of all or any  substantial  part of the assets,
domestic or foreign,  of such  Person,  and in the case of either  clause (i) or
(ii) such case or proceeding shall continue undismissed or unstayed for a period
of sixty  (60)  consecutive  calendar  days,  or an order  granting  the  relief
requested in such case or  proceeding  (including,  but not limited to, an order
for relief under such  Bankruptcy  Code or such other federal  bankruptcy  laws)
shall be entered.

     Revocation  of Loan  Documents.  The Borrower or any other Loan Party shall
(or shall attempt to) disavow, revoke or terminate any Loan Document to which it
is a party or shall  otherwise  challenge  or  contest  in any  action,  suit or
proceeding  in any court or before any  Governmental  Authority  the validity or
enforceability of any Loan Document.

     Judgment.  A judgment  or order for the  payment of money  shall be entered
against the Borrower or any other Loan Party, by any court or other tribunal and
(i) such  judgment  or order  shall  continue  for a period of thirty  (30) days
without  being  paid,   stayed  or  dismissed  through   appropriate   appellate
proceedings  and (ii)  either (A) the amount  for which  insurance  has not been
acknowledged in writing by the applicable insurance carrier (or the amount as to
which the insurer has denied liability)  exceeds,  individually or together with
all other such judgments or orders entered against the Loan Parties,  $1,500,000
or (B) such  judgment or order could  reasonably  be expected to have a Material
Adverse Effect.

     Attachment.  A warrant,  writ of attachment,  execution or similar  process
shall be issued  against any  property of the  Borrower or any other Loan Party,
which exceeds,  individually  or together with all other such  warrants,  writs,
executions and processes, $1,500,000 in amount and such warrant, writ, execution
or process shall not be paid, discharged, vacated, stayed or bonded for a period
of thirty (30) days; provided,  however, that if a bond has been issued in favor
of the claimant or other  Person  obtaining  such  warrant,  writ,  execution or
process,  the  issuer of such  bond  shall  execute  a waiver  or  subordination
agreement  in  form  and  substance  satisfactory  to the  Administrative  Agent
pursuant  to  which  the  issuer  of  such  bond   subordinates   its  right  of
reimbursement,  contribution  or  subrogation to the  Obligations  and waives or
subordinates any Lien it may have on the assets of any Loan Party.

     ERISA.  Any member of the ERISA  Group shall fail to pay when due an amount
or amounts aggregating in excess of $1,000,000 which it shall have become liable
to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed  under  Title IV of ERISA by any member of the ERISA  Group,  any
plan  administrator  or any  combination  of the  foregoing;
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or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose  liability  (other  than for  premiums  under  Section  4007 of ERISA) in
respect of, or to cause a trustee to be  appointed  to  administer  any Material
Plan;  or a condition  shall exist by reason of which the PBGC would be entitled
to obtain a decree  adjudicating  that any Material Plan must be terminated;  or
there shall occur a complete or partial  withdrawal  from, or a default,  within
the  meaning  of  Section  4219(c)(5)  of ERISA,  with  respect  to, one or more
Multiemployer  Plans which could cause one or more members of the ERISA Group to
incur a current payment obligation in excess of $1,000,000.

     Loan Documents.  An Event of Default (as defined therein) shall occur under
any of the other Loan Documents;

     Change of Control/Change in Management.

     (A) any  "person" or "group" (as such terms are used in Sections  13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"))
other than Chaim Katzman and/or his Affiliates, successors, estate beneficiaries
or assigns,  is or becomes the "beneficial owner" (as defined in Rules 13d-3 and
13d-5  under  the  Exchange  Act,  except  that a Person  will be deemed to have
"beneficial  ownership"  of all  securities  that such  Person  has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time ),  directly or  indirectly,  of greater than forty percent (40%) of the
total voting power of the then  outstanding  voting stock of the Borrower or (B)
during any period of twelve (12)  consecutive  months ending after the Agreement
Date,  individuals who at the beginning of any such 12-month period  constituted
the Board of Directors of the Borrower  (together  with any new directors  whose
election by such Board or whose  nomination for election by the  shareholders of
the Borrower was approved by a vote of a majority of the directors then still in
office  who were  either  directors  at the  beginning  of such  period or whose
election or nomination  for election was  previously so approved)  cease for any
reason  (other  than death or mental or physical  disability)  to  constitute  a
majority of the Board of Directors of the Borrower then in office; or

     If either  Chaim  Katzman or Dori Segal and either  Doron  Valero or Howard
Sipzner cease for any reason to be principally involved in the senior management
of the Borrower,  and (in the case of vacancies caused by resignation,  death or
incapacity)  Borrower  shall have failed to replace the  resulting  vacancies in
senior  management  with  individuals  reasonably  acceptable  to the  Requisite
Lenders within a period of one-hundred eighty (180) days.

     Damage;  Strike;  Casualty.  Any material damage to, or loss or destruction
of, any  Unencumbered  Pool  Property,  whether or not  insured,  or any strike,
lockout, labor dispute,  embargo,  condemnation,  act of God or public enemy, or
other casualty which causes,  for more than thirty (30)  consecutive days beyond
the coverage  period of any  applicable  business  interruption  insurance,  the
cessation or  substantial  curtailment  of revenue  producing  activities of the
Borrower  or its  Subsidiaries  taken as a whole  and only if any such  event or
circumstance could reasonably be expected to have a Material Adverse Effect.
                                       85
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     Remedies Upon Event of Default.

     Upon the occurrence of an Event of Default the following  provisions  shall
apply:

     Acceleration; Termination of Facilities.

     Automatic. Upon the occurrence of an Event of Default specified in Sections
11.1(e) or 11.1(f),  (A)(i) the principal  of, and all accrued  interest on, the
Loans and the Notes at the time outstanding,  (ii) an amount equal to the Stated
Amount of all Letters of Credit  outstanding as of the date of the occurrence of
such Event of Default and (iii) all of the other  Obligations  of the  Borrower,
including,  but not  limited to, the other  amounts  owed to the Lenders and the
Administrative  Agent under this  Agreement,  the Notes or any of the other Loan
Documents  shall become  immediately  and  automatically  due and payable by the
Borrower without presentment,  demand, protest, or other notice of any kind, all
of which are expressly  waived by the Borrower and (B) the  Commitments  and the
obligation  of the Lenders to make Loans  hereunder,  and the  obligation of the
Administrative Agent to issue Letters of Credit hereunder, shall immediately and
automatically terminate.

     Optional.  If any other Event of Default  shall exist,  the  Administrative
Agent shall,  at the  direction of the  Requisite  Lenders:  (A) declare (1) the
principal  of,  and  accrued  interest  on,  the Loans and the Notes at the time
outstanding,  (2) an amount equal to the Stated  Amount of all Letters of Credit
outstanding  as of the date of the  occurrence  of such Event of Default and (3)
all of the other Obligations,  including,  but not limited to, the other amounts
owed to the Lenders and the Administrative Agent under this Agreement, the Notes
or any of the other Loan  Documents to be forthwith  due and payable,  whereupon
the same shall immediately become due and payable without  presentment,  demand,
protest or other notice of any kind,  all of which are  expressly  waived by the
Borrower and (B) terminate the  Commitments and the obligation of the Lenders to
make Loans  hereunder and the  obligation of the  Administrative  Agent to issue
Letters of Credit hereunder.

     Rescission  of  Acceleration  by  Requisite  Lenders.  If at any time after
acceleration  of the  maturity  of the  Loans  and the  other  Obligations,  the
Borrower  shall pay all  arrears  of  interest  and all  payments  on account of
principal  of the  Obligations  which  shall have become due  otherwise  than by
acceleration  (with  interest  on  principal  and,  to the extent  permitted  by
Applicable Law, on overdue  interest,  at the rates specified in this Agreement)
and all Events of Default and Defaults  (other than  nonpayment  of principal of
and accrued  interest  on the  Obligations  due and payable  solely by virtue of
acceleration)  shall  become  remedied  or  waived  to the  satisfaction  of the
Requisite Lenders, then by written notice to the Borrower, the Requisite Lenders
may elect,  in the sole  discretion of such  Requisite  Lenders,  to rescind and
annul the  acceleration  and its  consequences.  The provisions of the preceding
sentence are intended  merely to bind all of the Lenders to a decision which may
be made at the  election  of the  Requisite  Lenders,  and are not  intended  to
benefit  the  Borrower  and do not give the  Borrower  the right to require  the
Lenders to rescind or annul any acceleration  hereunder,  even if the conditions
set forth herein are satisfied
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     Loan Documents.  The Requisite Lenders may direct the Administrative  Agent
to, and the Administrative  Agent if so directed shall,  exercise any and all of
its rights under any and all of the other Loan Documents.

     Applicable Law. The Requisite Lenders may direct the  Administrative  Agent
to, and the Administrative Agent if so directed shall, exercise all other rights
and remedies it may have under any Applicable Law.

     Marshaling; Payments Set Aside.

     Neither  the  Administrative  Agent  nor any  Lender  shall  be  under  any
obligation  to marshal  any assets in favor of any Loan Party or any other party
or against or in payment of any or all of the  Obligations.  To the extent  that
any Loan Party makes a payment or payments to the  Administrative  Agent  and/or
any Lender, or the Administrative Agent and/or any Lender enforce their security
interests or exercise  their  rights of setoff,  and such payment or payments or
the proceeds of such  enforcement or setoff or any part thereof are subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside  and/or
required  to be repaid to a  trustee,  receiver  or any  other  party  under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery,  the Obligations or part thereof originally intended to
be satisfied,  and all Liens, rights and remedies therefor, shall be revived and
continued  in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

     Allocation of Proceeds.

     If an Event of Default  exists and maturity of any of the  Obligations  has
been accelerated, all payments received by the Administrative Agent under any of
the  Loan  Documents,  in  respect  of  any  principal  of or  interest  on  the
Obligations  or  any  other  amounts  payable  by  the  Borrower   hereunder  or
thereunder, shall be applied in the following order and priority:

                    (a) amounts due to the Administrative  Agent and the Lenders
          in respect of Fees and expenses due under Section 13.2;

                    (b)  payments of  interest  on Loans,  to be applied for the
          ratable benefit of the Lenders;

                    (c) payments of  principal  of Loans,  to be applied for the
          ratable benefit of the Lenders;

                    (d) amounts due to the Administrative  Agent and the Lenders
          pursuant to Sections 12.7 and 13.10;

                    (e) payments of all other  amounts due under any of the Loan
          Documents,  if any,  to be  applied  for the  ratable  benefit  of the
          Lenders; and

                    (f) any  amount  remaining  after  application  as  provided
          above,  shall be paid to the Borrower or whomever  else may be legally
          entitled thereto.

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<PAGE>
          Letter of Credit Collateral Account.

     As  collateral  security  for the  prompt  payment  in full when due of all
Letter of Credit  Liabilities,  the  Borrower  hereby  pledges and grants to the
Administrative  Agent,  for the  benefit  of the  Administrative  Agent  and the
Lenders as provided herein, a security  interest in all of its right,  title and
interest in and to the Letter of Credit Collateral Account established  pursuant
to the  requirements  of Section 2.12, and the balances from time to time in the
Letter of Credit Collateral Account (including the investments and reinvestments
therein  provided for below).  The  balances  from time to time in the Letter of
Credit Collateral  Account shall not constitute  payment of any Letter of Credit
Liabilities  until  applied  by the  Administrative  Agent as  provided  herein.
Anything in this  Agreement to the contrary  notwithstanding,  funds held in the
Letter of Credit  Collateral  Account  shall be  subject to  withdrawal  only as
provided in this Section and in Section 2.12.

     Amounts  on deposit in the  Letter of Credit  Collateral  Account  shall be
invested and reinvested by the Administrative  Agent in such cash equivalents as
the  Administrative  Agent  shall  determine  in its sole  discretion.  All such
investments and reinvestments shall be held in the name of and be under the sole
dominion and control of the Administrative Agent, provided, that all earnings on
such  investments  will be  credited  to and  retained  in the  Letter of Credit
Collateral Account for the account of Borrower.  The Administrative  Agent shall
exercise  reasonable  care in the custody and  preservation of any funds held in
the Letter of Credit  Collateral  Account and shall be deemed to have  exercised
such care if such funds are accorded treatment substantially  equivalent to that
which  the   Administrative   Agent  accords  other  funds  deposited  with  the
Administrative  Agent, it being understood that the  Administrative  Agent shall
not have any  responsibility  for taking any necessary  steps to preserve rights
against  any  parties  with  respect  to any funds  held in the Letter of Credit
Collateral Account.

     If  an  Event  of  Default  exists,  the  Administrative  Agent  shall,  if
instructed  by the  Requisite  Lenders in their  discretion at any time and from
time to  time,  elect  to  liquidate  any  such  investments  and  reinvestments
referenced in subsection (b) above and credit the proceeds thereof to the Letter
of Credit Collateral  Account and apply or cause to be applied such proceeds and
any other balances in the Letter of Credit Collateral  Account to the payment of
any of the Letter of Credit Liabilities due and payable.

     So long as no Default or Event of Default exists, the Administrative  Agent
shall,  from  time to time,  at the  request  of the  Borrower,  deliver  to the
Borrower,  against receipt but without any recourse,  warranty or representation
whatsoever,  such of the balances in the Letter of Credit Collateral  Account as
exceed the aggregate  amount of Letter of Credit  Liabilities at such time. When
all of the Obligations  shall have been indefeasibly paid in full and no Letters
of Credit  remain  outstanding,  the  Administrative  Agent shall deliver to the
Borrower,  against receipt but without any recourse,  warranty or representation
whatsoever, the balances remaining in the Letter of Credit Collateral Account.

     The Borrower shall pay to the  Administrative  Agent from time to time such
fees as the  Administrative  Agent  normally  charges  for  similar  services in
connection  with the
                                       88
<PAGE>
Administrative Agent's administration of the Letter of Credit Collateral Account
and investments and reinvestments of funds therein.

     Performance by Administrative Agent.

     If the  Borrower  shall fail to perform  any  covenant,  duty or  agreement
contained in any of the Loan Documents,  the Administrative Agent may perform or
attempt to perform  such  covenant,  duty or agreement on behalf of the Borrower
after the  expiration  of any cure or grace  periods set forth  herein.  In such
event, the Borrower shall, at the request of the Administrative  Agent, promptly
reimburse the Administrative  Agent the duly documented,  out-of-pocket costs of
third  parties  engaged  by the  Administrative  Agent  in such  performance  or
attempted   performance  to  the  Administrative   Agent.   Notwithstanding  the
foregoing,  neither  the  Administrative  Agent nor any  Lender  shall  have any
liability or responsibility  whatsoever for the performance of any obligation of
the Borrower under this Agreement or any other Loan Document.

     Rights Cumulative.

     The rights and remedies of the  Administrative  Agent and the Lenders under
this Agreement and each of the other Loan Documents  shall be cumulative and not
exclusive of any rights or remedies  which any of them may otherwise  have under
Applicable  Law.  In  exercising  their  respective   rights  and  remedies  the
Administrative Agent and the Lenders may be selective and no failure or delay by
the  Administrative  Agent or any of the Lenders in  exercising  any right shall
operate as a waiver of it, nor shall any single or partial exercise of any power
or right  preclude  its other or further  exercise or the  exercise of any other
power or right.

                                    THE AGENT

     Authorization and Action.

     Each Lender hereby appoints and authorizes the Administrative Agent to take
such  action  as  contractual  representative  on such  Lender's  behalf  and to
exercise such powers under this  Agreement  and the other Loan  Documents as are
specifically  delegated  to the  Administrative  Agent by the terms  hereof  and
thereof,  together with such powers as are reasonably incidental thereto. Not in
limitation  of  the   foregoing,   each  Lender   authorizes   and  directs  the
Administrative  Agent to enter into the Loan  Documents  for the  benefit of the
Lenders.  Each Lender hereby agrees that,  except as otherwise set forth herein,
any action taken by the Requisite  Lenders in accordance  with the provisions of
this Agreement or the Loan Documents,  and the exercise by the Requisite Lenders
of the powers set forth  herein or therein,  together  with such other powers as
are reasonably  incidental thereto,  shall be authorized and binding upon all of
the Lenders.  Nothing herein shall be construed to deem the Administrative Agent
a trustee or fiduciary for any Lender or to impose on the  Administrative  Agent
duties or obligations  other than those expressly  provided for herein.  Without
limiting the generality of the foregoing,  the use of the terms  "Administrative
Agent", "Agent",  "agent" and similar terms in the Loan Documents with reference
to the  Administrative  Agent is not intended to connote any  fiduciary or other
implied (or express) obligations arising under agency doctrine of any Applicable
Law.  Instead,  use of
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<PAGE>
such terms is merely a matter of market  custom,  and is  intended  to create or
reflect only an  administrative  relationship  between  independent  contracting
parties.  Except as otherwise  specifically  provided in this Agreement,  at the
request of a Lender, the Administrative Agent will forward to such Lender copies
or,   where   appropriate,   originals  of  the   documents   delivered  to  the
Administrative Agent pursuant to this Agreement or the other Loan Documents. The
Administrative Agent shall deliver to each Lender, promptly upon receipt thereof
by the Administrative Agent, one original of each Note made payable to the order
of such  Lender and copies of each of the  financial  statements,  certificates,
notices and other documents  delivered to the  Administrative  Agent pursuant to
Article IX; provided such delivered documents shall not be deemed to include any
documents  obtained by the  Administrative  Agent from the internet  pursuant to
Sections 9.1, 9.2 or 9.4.(b).  The Administrative Agent will also furnish to any
Lender,  upon the request of such Lender,  a copy of any  certificate  or notice
furnished to the  Administrative  Agent by the  Borrower,  any Loan Party or any
other  Affiliate of the Borrower,  pursuant to this  Agreement or any other Loan
Document  not already  delivered  to such  Lender  pursuant to the terms of this
Agreement  or any such other Loan  Document.  As to any  matters  not  expressly
provided for by the Loan Documents (including,  without limitation,  enforcement
or collection of any of the Obligations),  the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain  from  acting  (and shall be fully  protected  in so acting or
refraining from acting) upon the  instructions of the Requisite  Lenders (or all
of the  Lenders  if  explicitly  required  under  any  other  provision  of this
Agreement),  and such  instructions  shall be binding  upon all  Lenders and all
holders of any of the  Obligations;  provided,  however,  that,  notwithstanding
anything in this Agreement to the contrary,  the Administrative  Agent shall not
be  required  to take any  action  which  exposes  the  Administrative  Agent to
personal  liability  or which is  contrary to this  Agreement  or any other Loan
Document  or  Applicable   Law.  Not  in  limitation  of  the   foregoing,   the
Administrative  Agent shall  exercise  any right or remedy it or the Lenders may
have under any Loan  Document  upon the  occurrence  of a Default or an Event of
Default  unless the  Requisite  Lenders have directed the  Administrative  Agent
otherwise.  Without  limiting the  foregoing,  no Lender shall have any right of
action  whatsoever  against  the  Administrative   Agent  as  a  result  of  the
Administrative  Agent acting or refraining  from acting under this  Agreement or
any of the other Loan  Documents  in  accordance  with the  instructions  of the
Requisite Lenders, or where applicable, all the Lenders.

                  Administrative Agent's Reliance, Etc.

     Notwithstanding  any other  provisions of this  Agreement or any other Loan
Documents, neither the Administrative Agent nor any of its directors,  officers,
agents,  employees or counsel  shall be liable for any action taken or not taken
by it under or in  connection  with this  Agreement or any other Loan  Document,
except for its or their own gross negligence or willful misconduct in connection
with its duties  expressly  set forth  herein or therein.  Without  limiting the
generality of the foregoing,  the  Administrative  Agent: may consult with legal
counsel (including its own counsel or counsel for the Borrower or any other Loan
Party),  independent  public  accountants and other experts  selected by it with
reasonable  care and shall not be liable for any  action  taken or omitted to be
taken  in good  faith  by it in  accordance  with the  advice  of such  counsel,
accountants  or  experts.  Neither  the  Administrative  Agent  nor  any  of its
directors,  officers,  agents,  employees or counsel:  (a) makes any warranty or
representation to any Lender or any other Person and shall be responsible to any
Lender or any other Person for any statement,

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<PAGE>
warranty or representation  made or deemed made by the Borrower,  any other Loan
Party or any other Person in or in connection  with this  Agreement or any other
Loan  Document;  (b) shall  have any duty to  ascertain  or to inquire as to the
performance  or observance of any of the terms,  covenants or conditions of this
Agreement  or any other Loan  Document  or the  satisfaction  of any  conditions
precedent  under this Agreement or any Loan Document on the part of the Borrower
or other  Persons or inspect the  property,  books or records of the Borrower or
any other Person;  (c) shall be responsible to any Lender for the due execution,
legality, validity,  enforceability,  genuineness,  sufficiency or value of this
Agreement or any other Loan Document, any other instrument or document furnished
pursuant thereto or any Collateral covered thereby or the perfection or priority
of any Lien in favor of the Administrative Agent on behalf of the Lenders in any
such  Collateral;  (d) shall have any  liability  in  respect  of any  recitals,
statements,  certifications,  representations or warranties  contained in any of
the Loan Documents or any other document, instrument,  agreement, certificate or
statement delivered in connection  therewith;  and (e) shall incur any liability
under or in respect of this  Agreement or any other Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telephone, telecopy or electronic mail) believed by it to be genuine and signed,
sent or given by the  proper  party or  parties.  The  Administrative  Agent may
execute  any of its  duties  under  the Loan  Documents  by or  through  agents,
employees or  attorneys-in-fact  and shall not be responsible for the negligence
or misconduct of any agent or  attorney-in-fact  that it selects with reasonable
care in the absence of gross negligence or willful misconduct.

     Notice of Defaults.

     The Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of a Default or Event of Default unless the Administrative  Agent
has received  notice from a Lender or the Borrower  referring to this Agreement,
describing  with  reasonable  specificity  such  Default or Event of Default and
stating  that such notice is a "notice of default or event of  default."  If any
Lender (excluding the Lender which is also serving as the Administrative  Agent)
becomes aware of any Default or Event of Default,  it shall promptly send to the
Administrative  Agent with a copy to Borrower such a "notice of default or event
of default."  Further,  if the  Administrative  Agent receives such a "notice of
default",  the  Administrative  Agent  shall give prompt  notice  thereof to the
Lenders with a copy to Borrower.

     Wells Fargo as Lender.

     Wells  Fargo,  as a "Lender",  shall have the same rights and powers  under
this  Agreement and any other Loan Document as any other Lender and may exercise
the same as though it were not the  Administrative  Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include Wells Fargo in
each case in its  individual  capacity.  Wells Fargo and its affiliates may each
accept deposits from,  maintain deposits or credit balances for, invest in, lend
money to, act as trustee under indentures of, serve as financial advisor to, and
generally engage in any kind of business with the Borrower, any other Loan Party
or any other affiliate thereof as if it were any other bank and without any duty
to account therefor to the other Lenders.  Further, the Administrative Agent and
any  affiliate  may accept fees and other  consideration  from the  Borrower for
services in  connection  with this  Agreement and  otherwise  without  having to
account  for the  same to the  other  Lenders.  The  Lenders  acknowledge  that,
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<PAGE>
pursuant  to  such  activities,  Wells  Fargo  or  its  affiliates  may  receive
information regarding the Borrower,  other Loan Parties,  other Subsidiaries and
other Affiliates  (including  information that may be subject to confidentiality
obligations  in favor of such Person) and  acknowledge  that the  Administrative
Agent shall be under no obligation to provide such information to them.

     Approvals of Lenders.

     All communications  from the Administrative  Agent to any Lender requesting
such Lender's determination, consent, approval or disapproval (a) shall be given
in the form of a written  notice to such Lender,  (b) shall be  accompanied by a
description  of the  matter or issue as to which such  determination,  approval,
consent  or  disapproval  is  requested,  or  shall  advise  such  Lender  where
information,  if any, regarding such matter or issue may be inspected,  or shall
otherwise  describe the matter or issue to be resolved,  (c) shall  include,  if
reasonably requested by such Lender and to the extent not previously provided to
such Lender, written materials and a summary of all oral information provided to
the Administrative Agent by the Borrower in respect of the matter or issue to be
resolved, and (d) shall include the Administrative Agent's recommended course of
action or determination  in respect  thereof.  Each Lender shall reply promptly,
but in any event within ten (10) Business Days of receipt of such  communication
(or such  lesser  period as may be  required  under the Loan  Documents  for the
Administrative  Agent to respond).  Unless a Lender shall give written notice to
the Administrative  Agent that it specifically  objects to the recommendation or
determination of the Administrative  Agent (together with a written  explanation
of the reasons  behind such  objection)  within the  applicable  time period for
reply, such Lender shall be deemed to have conclusively approved of or consented
to such recommendation or determination.

     Lender Credit Decision, Etc.

     Each  Lender   expressly   acknowledges   and  agrees   that   neither  the
Administrative  Agent nor any of its  officers,  directors,  employees,  agents,
counsel,  attorneys-in-fact  or other affiliates has made any representations or
warranties as to the financial condition, operations, creditworthiness, solvency
or other  information  concerning  the business or affairs of the Borrower,  any
other Loan Party,  any Subsidiary or any other Person to such Lender and that no
act by the Administrative  Agent hereinafter taken,  including any review of the
affairs of the Borrower,  shall be deemed to constitute any such  representation
or warranty by the Administrative  Agent to any Lender. Each Lender acknowledges
that it has,  independently and without reliance upon the Administrative  Agent,
any  other  Lender  or  counsel  to the  Administrative  Agent,  or any of their
respective officers, directors, employees and agents, and based on the financial
statements of the Borrower, the Subsidiaries or any other Affiliate thereof, and
inquiries of such  Persons,  its  independent  due diligence of the business and
affairs of the Borrower,  the Loan Parties,  the Subsidiaries and other Persons,
its review of the Loan Documents, the legal opinions required to be delivered to
it  hereunder,  the  advice of its own  counsel  and such  other  documents  and
information as it has deemed appropriate, made its own credit and legal analysis
and  decision  to enter into this  Agreement  and the  transaction  contemplated
hereby.  Each Lender also acknowledges  that it will,  independently and without
reliance  upon the  Administrative  Agent,  any other  Lender or  counsel to the
Administrative Agent or any of their respective officers,  directors,  employees
and agents,  and based on such review,
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<PAGE>
advice,  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own decisions in taking or not taking action under the Loan
Documents.  Except for  notices,  reports and other  documents  and  information
expressly  required to be furnished to the Lenders by the  Administrative  Agent
under this  Agreement  or any of the other Loan  Documents,  the  Administrative
Agent shall have no duty or responsibility to provide any Lender with any credit
or other information concerning the business,  operations,  property,  financial
and other condition or creditworthiness of the Borrower, any other Loan Party or
any other Affiliate thereof which may come into possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
other Affiliates. Each Lender acknowledges that the Administrative Agent's legal
counsel in connection  with the  transactions  contemplated by this Agreement is
only acting as counsel to the Administrative  Agent and is not acting as counsel
to such Lender.

     Indemnification of Administrative Agent.

     Each Lender agrees to indemnify the Administrative Agent (to the extent not
reimbursed by the Borrower and without  limiting the  obligation of the Borrower
to do so) pro rata in accordance  with such Lender's  respective Pro Rata Share,
from  and  against  any  and  all  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  which may at any time be imposed on, incurred by, or
asserted  against the  Administrative  Agent (in its capacity as  Administrative
Agent but not as a "Lender")  in any way  relating to or arising out of the Loan
Documents, any transaction contemplated hereby or thereby or any action taken or
omitted by the  Administrative  Agent  under the Loan  Documents  (collectively,
"Indemnifiable Amounts");  provided, however, that no Lender shall be liable for
any  portion of such  Indemnifiable  Amounts to the  extent  resulting  from the
Administrative  Agent's  gross  negligence  or  willful  misconduct  or  if  the
Administrative  Agent fails to follow the  written  direction  of the  Requisite
Lenders  unless  such  failure is pursuant to the advice of counsel of which the
Lenders have received notice.  Without limiting the generality of the foregoing,
each Lender agrees to reimburse the  Administrative  Agent  promptly upon demand
for its ratable share of any out-of-pocket  expenses  (including counsel fees of
the  counsel(s)  of the  Administrative  Agent's own  choosing)  incurred by the
Administrative Agent in connection with the preparation, negotiation, execution,
administration, or enforcement of, or legal advice with respect to the rights or
responsibilities  of the parties under,  the Loan Documents,  any suit or action
brought by the  Administrative  Agent to enforce the terms of the Loan Documents
and/or collect any  Obligations,  any "lender  liability"  suit or claim brought
against  the  Administrative  Agent  and/or the  Lenders,  and any claim or suit
brought  against the  Administrative  Agent and/or the Lenders arising under any
Environmental  Laws,  to  the  extent  that  the  Administrative  Agent  is  not
reimbursed  for such  expenses  by the  Borrower.  Such  out-of-pocket  expenses
(including  counsel fees) shall be advanced by the Lenders on the request of the
Administrative   Agent   notwithstanding   any  claim  or  assertion   that  the
Administrative  Agent is not entitled to indemnification  hereunder upon receipt
of an undertaking by the Administrative Agent that the Administrative Agent will
reimburse  the Lenders if it is actually  and finally  determined  by a court of
competent  jurisdiction  that the  Administrative  Agent is not so  entitled  to
indemnification. The agreements in this Section shall survive the payment of the
Loans and all other amounts payable  hereunder or under the other Loan Documents
and the termination of this Agreement.
                                       93
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     Successor Administrative Agent.

     The  Administrative  Agent may resign at any time as  Administrative  Agent
under the Loan Documents by giving written notice thereof to the Lenders and the
Borrower. In the event (a) of Administrative Agent's gross negligence or willful
misconduct or (b)  Administrative  Agent, at any time,  ceases to maintain a Pro
Rata Share equal to or greater than the Pro Rata Share of each other Lender, the
Administrative  Agent may be  removed  as  Administrative  Agent  under the Loan
Documents at any time by Requisite Lenders (other than the Administrative  Agent
as a "Lender") upon thirty (30) day's prior notice. Upon any such resignation or
removal,  the  Requisite  Lenders  (which,  in the  case of the  removal  of the
Administrative Agent as provided in the immediately preceding sentence, shall be
determined  without  regard  to the  Commitment  of the  Lender  then  acting as
Administrative Agent) shall have the right to appoint a successor Administrative
Agent which appointment  shall,  provided no Default or Event of Default exists,
be subject to the Borrower's approval,  which approval shall not be unreasonably
withheld or delayed (except that the Borrower shall, in all events, be deemed to
have approved each Lender as a successor  Administrative Agent). If no successor
Administrative  Agent  shall  have  been so  appointed  in  accordance  with the
immediately preceding sentence, and shall have accepted such appointment, within
thirty (30) days after the resigning  Administrative Agent's giving of notice of
resignation or the Lenders' removal of the resigning  Administrative Agent, then
the  resigning  or removed  Administrative  Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which shall be a Lender, if any Lender
shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the
acceptance of any appointment as  Administrative  Agent hereunder by a successor
Administrative  Agent,  such  successor  Administrative  Agent  shall  thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the retiring  Administrative  Agent,  and the retiring  Administrative  Agent
shall be discharged  from its duties and  obligations  under the Loan Documents.
After  any   Administrative   Agent's   resignation  or  removal   hereunder  as
Administrative Agent, the provisions of this Article XII shall continue to inure
to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under the Loan Documents.

     Titled Agents.

     Each of the  Documentation  Agents  (each a  "Titled  Agent")  in each such
respective  capacity,   assumes  no  responsibility  or  obligation   hereunder,
including,  without limitation, for servicing,  enforcement or collection of any
of the Loans,  nor any duties as an agent hereunder for the Lenders.  The titles
given  to the  Titled  Agents  are  solely  honorific  and  imply  no  fiduciary
responsibility on the part of the Titled Agents to the Administrative Agent, any
Lender, the Borrower or any other Loan Party and the use of such titles does not
impose on the Titled Agents any duties or obligations  greater than those of any
other  Lender or  entitle  the Titled  Agents to any rights  other than those to
which any other Lender is entitled.

                                       94
<PAGE>

                                  MISCELLANEOUS

     Notices.

     Unless  otherwise  provided herein,  communications  provided for hereunder
shall be in writing and shall be mailed, sent by overnight delivery,  telecopied
or delivered as follows:

          If to the Borrower:

                  Equity One, Inc.
                  1696 N.E. Miami Gardens Drive
                  North Miami Beach, Florida 33179
                  Attention: Howard M. Sipzner, CFO
                  Facsimile :(305) 947-1734
                  Telephone Number:(305) 947-1664

          With a copy to:

                  Ira Rosner, Esq.
                  Greenberg Traurig, P.A.
                  1221 Brickell Avenue
                  Miami, FL 33131
                  Facsimile: (305) 579-0717
                  Telephone Number: (305) 579-0500


          If to the Administrative Agent or a Lender:

          To  the   address  or  telecopy   number,   as   applicable,   of  the
          Administrative  Agent or such Lender, as the case may be, set forth on
          its  signature  page  hereto  or,  in the  case  of a  Lender,  in the
          applicable Assignment and Acceptance Agreement,

          or, as to each party at such other  address as shall be  designated by
          such  party in a  written  notice to the other  parties  delivered  in
          compliance   with   this   Section.   All  such   notices   and  other
          communications  shall be effective  (i) if mailed or sent by overnight
          delivery,  when received;  (ii) if telecopied,  when  transmitted;  or
          (iii)  if  hand  delivered,   when  delivered.   Notwithstanding   the
          immediately  preceding sentence,  all notices or communications to the
          Administrative  Agent  or  any  Lender  under  Article  II.  shall  be
          effective  only when  actually  received.  Neither the  Administrative
          Agent nor any Lender shall incur any  liability  to the Borrower  (nor
          shall the Administrative Agent incur any liability to the Lenders) for
          acting upon any telephonic  notice referred to in this Agreement which
          the Administrative  Agent or such Lender, as the case may be, believes
          in good  faith to have been  given by a Person  authorized  to deliver
          such  notice or for  otherwise  acting in good  faith  hereunder.  The
          failure of any Person  designated to receive only a copy of any notice
          shall not render  ineffective  notice otherwise  properly given to the
          Person to receive such notice.

                                       95
<PAGE>
     Expenses.

     The Borrower  agrees (a) to  reimburse  the  Administrative  Agent the duly
documented  out-of-pocket costs of third parties engaged by Administrative Agent
in  connection  with the  preparation,  negotiation  and  execution  of, and any
amendment,  supplement or modification to, any of the Loan Documents  (including
due diligence  expense and reasonable  travel expenses related to closing),  and
the  consummation  of  the  transactions  contemplated  thereby,  including  the
reasonable   fees  and  duly   documented   disbursements   of  counsel  to  the
Administrative  Agent and all reasonable and duly documented  costs and expenses
of the  Administrative  Agent in connection  with the review of  Properties  for
inclusion  in  calculations  of the  Unencumbered  Pool  and the  Administrative
Agent's  other  activities  under  Article  IV,  (b)  to pay  or  reimburse  the
Administrative  Agent and the Lenders for all their costs and expenses  incurred
in connection  with the enforcement or preservation of any rights under the Loan
Documents,  including the reasonable fees and duly documented  disbursements  of
their  respective  counsel and any  payments  in  indemnification  or  otherwise
payable  by the  Lenders  to  the  Administrative  Agent  pursuant  to the  Loan
Documents,  (c) to pay, and indemnify and hold harmless the Administrative Agent
and the  Lenders  from,  any and all  recording  and filing fees and any and all
liabilities  with respect to, or  resulting  from any failure to pay or delay in
paying, documentary, stamp, excise and other similar taxes, if any, which may be
payable or  determined  to be  payable  in  connection  with the  execution  and
delivery  of  any of the  Loan  Documents,  or  consummation  of any  amendment,
supplement or modification  of, or any waiver or consent under or in respect of,
any Loan  Document  and (d) to the  extent  not  already  covered  by any of the
preceding   subsections,   to  pay  the  reasonable  fees  and  duly  documented
disbursements of counsel to the Administrative  Agent and any Lender incurred in
connection with the representation of the Administrative Agent or such Lender in
any matter  relating to or arising out of any bankruptcy or other  proceeding of
the type described in Sections 11.1(e) or 11.1(f), including, without limitation
(i) any motion for relief from any stay or similar order,  (ii) the negotiation,
preparation,  execution and delivery of any document relating to the Obligations
and (iii) the negotiation and preparation of any debtor-in-possession  financing
or any plan of reorganization  of the Borrower or any other Loan Party,  whether
proposed by the Borrower,  such Loan Party, the Lenders or any other Person, and
whether  such fees and  expenses  are  incurred  prior  to,  during or after the
commencement  of such  proceeding or the  confirmation or conclusion of any such
proceeding.

     Stamp, Intangible and Recording Taxes.

     The  Borrower  will  pay  any  and  all  stamp,  intangible,  registration,
recordation  and  similar  taxes,  fees  or  charges  and  shall  indemnify  the
Administrative  Agent  and each  Lender  against  any and all  liabilities  with
respect to or  resulting  from any delay in the  payment or  omission to pay any
such taxes, fees or charges, which may be payable or determined to be payable in
connection with the execution,  delivery, recording,  performance or enforcement
of  this  Agreement,  the  Notes  and any of the  other  Loan  Documents  or the
perfection of any rights or Liens thereunder.

                                       96
<PAGE>
     Intentionally Omitted.

     Litigation; Jurisdiction; Other Matters; Waivers.

     EACH PARTY HERETO  ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY  BETWEEN OR
AMONG THE  BORROWER,  THE  ADMINISTRATIVE  AGENT OR ANY OF THE LENDERS  WOULD BE
BASED ON DIFFICULT AND COMPLEX  ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY
AND EXPENSE TO THE PARTIES.  ACCORDINGLY,  TO THE EXTENT PERMITTED BY APPLICABLE
LAW,  EACH OF THE LENDERS,  THE  ADMINISTRATIVE  AGENT AND THE  BORROWER  HEREBY
WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  OF ANY KIND OR
NATURE  IN ANY  COURT OR  TRIBUNAL  IN WHICH AN ACTION  MAY BE  COMMENCED  BY OR
AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT,  THE NOTES, OR ANY OTHER
LOAN DOCUMENT OR IN CONNECTION  WITH ANY  COLLATERAL OR ANY LIEN OR BY REASON OF
ANY OTHER  SUIT,  CAUSE OF ACTION OR  DISPUTE  WHATSOEVER  BETWEEN  OR AMONG THE
BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE.

     EACH OF THE  BORROWER,  THE  ADMINISTRATIVE  AGENT AND EACH  LENDER  HEREBY
AGREES THAT THE FEDERAL  DISTRICT  COURT OF THE NORTHERN  DISTRICT OF CALIFORNIA
OR, AT THE OPTION OF THE  ADMINISTRATIVE  AGENT,  ANY STATE COURT LOCATED IN SAN
FRANCISCO  COUNTY,  CALIFORNIA SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER,  THE  ADMINISTRATIVE  AGENT OR
ANY OF THE LENDERS,  PERTAINING  DIRECTLY OR INDIRECTLY TO THIS  AGREEMENT,  THE
LOANS AND  LETTERS OF CREDIT,  THE NOTES OR ANY OTHER  LOAN  DOCUMENT  OR TO ANY
MATTER  ARISING  HEREFROM OR  THEREFROM.  THE  BORROWER  AND EACH OF THE LENDERS
EXPRESSLY  SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING COMMENCED IN SUCH COURTS. THE BORROWER HEREBY WAIVES PERSONAL SERVICE
OF THE SUMMONS AND  COMPLAINT,  OR OTHER PROCESS OR PAPERS ISSUED  THEREIN,  AND
AGREES THAT SERVICE OF SUCH SUMMONS AND  COMPLAINT,  OR OTHER  PROCESS OR PAPERS
MAY BE MADE BY  REGISTERED  OR CERTIFIED  MAIL  ADDRESSED TO THE BORROWER AT ITS
ADDRESS FOR NOTICES PROVIDED FOR HEREIN.  TO THE EXTENT PERMITTED BY LAW, SHOULD
THE BORROWER FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT,  PROCESS OR PAPERS
SO SERVED WITHIN THIRTY DAYS AFTER THE MAILING  THEREOF,  THE BORROWER  SHALL BE
DEEMED IN DEFAULT  AND AN ORDER  AND/OR  JUDGMENT  MAY BE ENTERED  AGAINST IT AS
DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.

     EACH PARTY FURTHER  WAIVES ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH  ACTION OR  PROCEEDING  IN ANY SUCH  COURT OR THAT SUCH
ACTION OR PROCEEDING WAS BROUGHT IN
                                       97
<PAGE>
AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME.

     THE  CHOICE  OF FORUM  SET  FORTH IN THIS  SECTION  SHALL  NOT BE DEEMED TO
PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR
THE  ENFORCEMENT  BY THE  ADMINISTRATIVE  AGENT OR ANY  LENDER  OF ANY  JUDGMENT
OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

     THE BORROWER AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS  HEREUNDER SHALL BE
ABSOLUTE AND UNCONDITIONAL,  AND, FOR THE PURPOSES OF AND WITH RESPECT TO MAKING
PAYMENTS  HEREUNDER,  THE BORROWER HEREBY WAIVES ANY RIGHT TO ASSERT ANY SETOFF,
COUNTERCLAIM OR CROSS-CLAIM.

     THE FOREGOING  WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A
FULL  UNDERSTANDING  OF THE LEGAL  CONSEQUENCES  THEREOF,  AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE  HEREUNDER OR UNDER THE OTHER
LOAN  DOCUMENTS,  THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE
TERMINATION OF THIS AGREEMENT.

     Successors and Assigns.

     Generally. The provisions of this Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns,  except that the Borrower  may not assign or otherwise  transfer any of
its rights under this  Agreement  without the prior  written  consent of all the
Lenders  (and any such  assignment  or transfer to which all of the Lenders have
not consented shall be void).

     Participations.  Any Lender may at any time grant to an  affiliate  of such
Lender,  or  one  or  more  banks  or  other  financial   institutions  (each  a
"Participant"  )  participating  interests in its Commitment or the  Obligations
owing to such Lender, provided, however, any such participating interest must be
for a  constant  and not a varying  percentage  interest.  Except  as  otherwise
provided in Section 3.3, no Participant  shall have any rights or benefits under
this Agreement or any other Loan  Document.  In the event of any such grant by a
Lender of a  participating  interest to a Participant,  such Lender shall remain
responsible for the performance of its obligations  hereunder,  and the Borrower
and the  Administrative  Agent shall  continue to deal solely and directly  with
such Lender in connection with such Lender's  rights and obligations  under this
Agreement.  Any  agreement  pursuant  to  which  any  Lender  may  grant  such a
participating  interest  shall  provide  that such Lender  shall retain the sole
right and  responsibility  to enforce the obligations of the Borrower  hereunder
including, without limitation, the right to approve any amendment,  modification
or waiver of any provision of this Agreement;  provided however, such Lender may
agree  with  the  Participant  that it will  not,  without  the  consent  of the
Participant,  agree to (i) increase  such Lender's  Commitment,  (ii) extend the
date fixed for the payment of principal on the Loans or portions  thereof  owing
to such Lender,  or (iii) reduce the
                                       98
<PAGE>
rate at which interest is payable thereon. An assignment or other transfer which
is not  permitted  by  subsection  (c) or (d) below  shall be given  effect  for
purposes  of this  Agreement  only to the  extent  of a  participating  interest
granted in accordance with this subsection (b).

     Assignments.  Any  Lender  may  with  the  prior  written  consent  of  the
Administrative  Agent and the Borrower (which consent in each case, shall not be
unreasonably  withheld)  at any time  assign to one or more  Eligible  Assignees
(each an "Assignee") all or a portion of its rights and  obligations  under this
Agreement and the Notes; provided,  however, (i) no such consent by the Borrower
shall be required (x) if a Default or Event of Default shall exist or (y) in the
case of an assignment to another Lender or an affiliate of another Lender;  (ii)
any partial  assignment  shall be in an amount at least equal to $10,000,000 and
after  giving  effect  to  such  assignment  the  assigning   Lender  retains  a
Commitment,  or if the Commitments have been  terminated,  holds Notes having an
aggregate outstanding principal balance, of at least $15,000,000, and (iii) each
such  assignment  shall be effected  by means of an  Assignment  and  Acceptance
Agreement. From and after the Assignment Effective Date (as such term is defined
in the Assignment and  Agreement),  such Assignee shall be deemed to be a Lender
party to this  Agreement  and shall  have all the rights  and  obligations  of a
Lender  with a  Commitment  as set  forth  in  such  Assignment  and  Acceptance
Agreement,  and the  transferor  Lender shall be released  from its  obligations
hereunder to a  corresponding  extent,  and no further  consent or action by any
party shall be required.  Upon the  consummation  of any assignment  pursuant to
this subsection (c), the transferor  Lender,  the  Administrative  Agent and the
Borrower shall make  appropriate  arrangement so the new Notes are issued to the
Assignee and such transferor Lender, as appropriate. In connection with any such
assignment,  the  transferor  Lender  shall pay to the  Administrative  Agent an
administrative  fee for  processing  such  assignment  in the  amount of $3,500.
Anything in this Section to the contrary  notwithstanding,  no Lender may assign
or participate any interest in any Loan held by it hereunder to the Borrower, or
any of its respective affiliates or Subsidiaries.

     Designated  Lenders.  Any Lender (each, a "Designating  Lender") may at any
time  designate one  Designated  Lender to fund Bid Rate Loans on behalf of such
Designating  Lender  subject  to the  terms  of  this  subsection  (d)  and  the
provisions in the immediately  preceding subsections (b) and (c) shall not apply
to such designation.  No Lender may designate more than one Designated Lender at
any point in time.  The  parties  to each such  designation  shall  execute  and
deliver to the Administrative Agent for its acceptance a Designation  Agreement.
Upon such receipt of an appropriately  completed  Designation Agreement executed
by a  Designating  Lender and a designee  representing  that it is a  Designated
Lender, the Administrative Agent will accept such Designation Agreement and give
prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall execute
and deliver to the  Designating  Lender a Designated  Lender Note payable to the
order of the Designated Lender, (ii) from and after the effective date specified
in the Designation Agreement, the Designated Lender shall become a party to this
Agreement  with a right to make Bid Rate  Loans  on  behalf  of its  Designating
Lender  pursuant to Section 2.4 after the  Borrower has accepted a Bid Rate Loan
(or portion thereof) of the Designating  Lender, and (iii) the Designated Lender
shall not be required to make payments with respect to any  obligations  in this
Agreement  except to the extent of excess  cash flow of such  Designated  Lender
which is not otherwise  required to repay  obligations of such Designated Lender
which are then due and  payable;  provided,  however,  that  regardless  of such
designation  and assumption by the
                                       99
<PAGE>
Designated  Lender,  the Designating Lender shall be and remain obligated to the
Borrower,  the  Administrative  Agent and the  Lenders for each and every of the
obligations of the  Designating  Lender and its related  Designated  Lender with
respect to this Agreement,  including,  without limitation,  any indemnification
obligations under Section 12.7 and any sums otherwise payable to the Borrower by
the Designated  Lender.  Each Designating Lender shall serve as the agent of the
Designated  Lender  and  shall  on  behalf  of,  and to the  exclusion  of,  the
Designated  Lender: (i) receive any and all payments made for the benefit of the
Designated Lender and (ii) give and receive all  communications  and notices and
take all actions hereunder,  including,  without limitation,  votes,  approvals,
waivers,  consents and  amendments  under or relating to this  Agreement and the
other Loan Documents. Any such notice,  communication,  vote, approval,  waiver,
consent or amendment shall be signed by the Designating  Lender as agent for the
Designated  Lender and shall not be signed by the  Designated  Lender on its own
behalf and shall be binding on the  Designated  Lender to the same  extent as if
signed  by  the  Designated  Lender  on  its  own  behalf.  The  Borrower,   the
Administrative  Agent and the Lenders may rely thereon  without any  requirement
that the Designated  Lender sign or acknowledge  the same. No Designated  Lender
may assign or transfer all or any portion of its interest hereunder or under any
other Loan  Document,  other than  assignments to the  Designating  Lender which
originally designated such Designated Lender. The Borrower,  the Lenders and the
Administrative  Agent each hereby agrees that it will not institute  against any
Designated Lender or join any other Person in instituting against any Designated
Lender any bankruptcy,  reorganization,  arrangement,  insolvency or liquidation
proceeding under any federal or state bankruptcy or similar law, until the later
to occur of (x) one year and one day after  the  payment  in full of the  latest
maturing  commercial  paper note  issued by such  Designated  Lender and (y) the
Termination Date. In connection with any such designation the Designating Lender
shall pay to the Administrative  Agent an administrative fee for processing such
designation in the amount of $3,500.

     Federal  Reserve  Bank  Assignments.  In  addition to the  assignments  and
participations  permitted  under the foregoing  provisions of this Section 13.6,
and without the need to comply with any of the formal or procedural requirements
of this Section 13.6,  any Lender may at any time and from time to time,  pledge
and  assign  all or any  portion  of its  rights  under  all or any of the  Loan
Documents to a Federal Reserve Bank;  provided that no such pledge of assignment
shall release such Lender from its obligation thereunder. To facilitate any such
pledge or assignment, Administrative Agent shall, at the request of such Lender,
enter into a letter agreement with the Federal Reserve Bank in, or substantially
in, the form of the  exhibit to Appendix C to the  Federal  Reserve  Bank of New
York  Operating  Circular No 10, as amended from time to time. No such pledge or
assignment shall release the assigning Lender from its obligations hereunder.

     Information  to  Assignee,  Etc.  A  Lender  may  furnish  any  information
concerning  the  Borrower,  any  Subsidiary  or  any  other  Loan  Party  in the
possession  of such  Lender  from  time to time to  Assignees  and  Participants
(including   prospective   Assignees  and   Participants);   provided  that  the
information  concerning  Borrower,  any other Loan Party or Subsidiary  shall be
subject to Section 13.9.
                                      100
<PAGE>
     Amendments.

     Generally.  Except as otherwise  expressly provided in this Agreement,  (i)
any consent or approval  required or permitted by this  Agreement or in any Loan
Document  to be  given  by the  Lenders  may be  given,  (ii)  any  term of this
Agreement  or of any other  Loan  Document  (other  than any fee  letter  solely
between the Borrower  and the  Administrative  Agent) may be amended,  (iii) the
performance  or  observance by the Borrower or any other Loan Party of any terms
of this Agreement or such other Loan Document  (other than any fee letter solely
between the Borrower and the  Administrative  Agent) may be waived, and (iv) 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 Requisite  Lenders (or the  Administrative
Agent at the written direction of the Requisite Lenders), and, in the case of an
amendment to any Loan Document,  the written consent of each Loan Party which is
party thereto.

     Unanimous Consent.  Notwithstanding the foregoing, no amendment,  waiver or
consent  shall,  unless in  writing,  and signed by all of the  Lenders  (or the
Administrative  Agent at the written  direction of the  Lenders),  do any of the
following:

     increase the Commitments of the Lenders (excluding any increase as a result
of an assignment  of  Commitments  permitted  under Section 13.6) or subject the
Lenders to any  additional  obligations,  except for any increases  contemplated
under Section 2.14;

     reduce the principal  of, or interest  rates that have accrued or that will
be  charged  on  the  outstanding  principal  amount  of,  any  Loans  or  other
Obligations;

     reduce the amount of any Fees payable to the Lenders hereunder,  other than
Fees payable to Administrative Agent pursuant to the Fee Letter;

     postpone  any date fixed for any payment of  principal  of, or interest on,
any Loans or for the payment of Fees (other  than Fees to  Administrative  Agent
pursuant to the Fee Letter) or any other  Obligations,  or extend the expiration
date of any Letter of Credit beyond the Termination Date;

     change  the Pro  Rata  Shares  (excluding  any  change  as a  result  of an
assignment  of  Commitments  permitted  under  Section  13.6 or an  increase  of
Commitments effected pursuant to Section 2.14);

     amend this Section 13.7 or amend the  definitions of the terms used in this
Agreement or the other Loan  Documents  insofar as such  definitions  affect the
substance of this Section 13.7;

     modify the  definition  of the term  "Requisite  Lenders"  or modify in any
other  manner the  number or  percentage  of the  Lenders  required  to make any
determinations or waive any rights hereunder or to modify any provision hereof;

     release any Guarantor  from its  obligations  under the Guaranty  except as
contemplated under Section 8.14;

                                      101
<PAGE>

     modify the  definitions  of the terms "Gross Asset Value",  "Indebtedness",
"Maximum   Availability",   "Total   Liabilities",    "Unencumbered   Pool"   or
"Unencumbered  Pool Value" (or the  definitions  used in such  definition or the
percentages or rates used in the calculation thereof);

     modify or amend the  financial  covenant set forth in Section  10.1(b),  or
waive any Default or Event of Default under such Section 10.1(b);

     waive a Default  or Event of  Default  under  Section  11.1(a)  or  Section
11.1(l)(i); or

     amend, or waive the Borrower's compliance with, Section 2.8(b)(ii).

     Amendment of Administrative  Agent's Duties,  Etc. No amendment,  waiver or
consent unless in writing and signed by the Administrative Agent, in addition to
the Lenders required hereinabove to take such action, shall affect the rights or
duties of the Administrative Agent under this Agreement or any of the other Loan
Documents.  Any  amendment,  waiver or consent  relating  to Section  2.3 or the
obligations  of the  Swingline  Lender  under this  Agreement  or any other Loan
Document  shall,  in addition to the Lenders  required  hereinabove to take such
action,  require the written  consent of the Swingline  Lender.  No waiver shall
extend to or affect  any  obligation  not  expressly  waived or impair any right
consequent thereon and any amendment,  waiver or consent shall be effective only
in the  specific  instance and for the specific  purpose set forth  therein.  No
course of dealing or delay or omission on the part of the  Administrative  Agent
or any Lender in  exercising  any right  shall  operate  as a waiver  thereof or
otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall
continue  to exist until such time as such Event of Default is waived in writing
in accordance with the terms of this Section, notwithstanding any attempted cure
or other  action by the  Borrower,  any  other  Loan  Party or any other  Person
subsequent  to the  occurrence  of such Event of  Default.  Except as  otherwise
explicitly  provided for herein or in any other Loan  Document,  no notice to or
demand upon the Borrower  shall entitle the Borrower to other or further  notice
or demand in similar or other circumstances.

     Nonliability of Administrative Agent and Lenders.

     The relationship between the Borrower, on the one hand, and the Lenders and
the  Administrative  Agent, on the other hand,  shall be solely that of borrower
and  lender.  Neither  the  Administrative  Agent nor any Lender  shall have any
fiduciary responsibilities to the Borrower and no provision in this Agreement or
in any of the other Loan  Documents,  and no course of dealing  between or among
any of the parties hereto, shall be deemed to create any fiduciary duty owing by
the  Administrative  Agent  or any  Lender  to any  Lender,  the  Borrower,  any
Subsidiary  or any other Loan Party.  Neither the  Administrative  Agent nor any
Lender  undertakes  any  responsibility  to the Borrower to review or inform the
Borrower of any matter in connection  with any phase of the Borrower's  business
or operations.

     Confidentiality.

     Except as otherwise  provided by Applicable Law, the  Administrative  Agent
and each Lender shall utilize all non-public  information  obtained  pursuant to
the  requirements of this Agreement which has been identified as confidential or
proprietary  by the Borrower in
                                      102
<PAGE>
accordance with its customary procedure for handling confidential information of
this nature and in accordance  with safe and sound banking  practices but in any
event may make disclosure:  (a) to any of their respective  affiliates (provided
any  such  affiliate  shall  agree  to keep  such  information  confidential  in
accordance with the terms of this Section 13.9); (b) as reasonably  requested by
any bona fide Assignee,  Participant or other  transferee in connection with the
contemplated  transfer of any Commitment or participations  therein as permitted
hereunder  (provided they shall agree to keep such  information  confidential in
accordance with the terms of this Section);  (c) as required or requested by any
Governmental Authority or representative thereof or pursuant to legal process or
in connection with any legal proceedings;  (d) to the Administrative  Agent's or
such Lender's  independent  auditors and other  professional  advisors (provided
they shall be notified of the confidential nature of the information); (e) if an
Event of Default exists, to any other Person,  but solely in connection with the
exercise by the Administrative Agent or the Lenders of their rights hereunder or
under any of the other Loan  Documents;  and (f) to the extent such  information
(x)  becomes  publicly  available  other  than as a result  of a breach  of this
Section 13.9 or (y) becomes available to the Administrative  Agent or any Lender
on a  nonconfidential  basis  from a  source  other  than  the  Borrower  or any
Affiliate.

     Indemnification.

     The Borrower shall and hereby agrees to indemnify, defend and hold harmless
the Administrative  Agent, any affiliate of the Administrative Agent and each of
the Lenders and their  respective  directors,  officers,  shareholders,  agents,
employees and counsel (each referred to herein as an  "Indemnified  Party") from
and  against  any  and  all  losses,   costs,  claims,   damages,   liabilities,
deficiencies, judgments or expenses of every kind and nature (including, without
limitation,  amounts paid in settlement, court costs and the reasonable and duly
documented  fees and  disbursements  of counsel  incurred in connection with any
litigation,  investigation,  claim  or  proceeding  or any  advice  rendered  in
connection  therewith)  incurred by an  Indemnified  Party in  connection  with,
arising out of, or by reason of, any suit, cause of action, claim,  arbitration,
investigation  or settlement,  consent decree or other proceeding (the foregoing
referred  to herein as an  "Indemnity  Proceeding")  which is in any way related
directly or indirectly  to: (i) this Agreement or any other Loan Document or the
transactions  contemplated  thereby; (ii) the making of any Loans or issuance of
Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of
the proceeds of the Loans or Letters of Credit; (iv) the Administrative  Agent's
or  any  Lender's   entering  into  this  Agreement;   (v)  the  fact  that  the
Administrative  Agent and the  Lenders  have  established  the  credit  facility
evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative
Agent and the Lenders are  creditors  of the Borrower and have or are alleged to
have information regarding the financial condition,  strategic plans or business
operations  of the  Borrower  and the  Subsidiaries;  (vii)  the  fact  that the
Administrative  Agent and the Lenders are material creditors of the Borrower and
are alleged to  influence  directly or  indirectly  the  business  decisions  or
affairs of the  Borrower  and the  Subsidiaries  or their  financial  condition;
(viii)  the  exercise  of any right or remedy  the  Administrative  Agent or the
Lenders may have under this Agreement or the other Loan Documents including, but
not limited to, the  foreclosure  upon,  or seizure  of, any  collateral  or the
exercise  of any  other  rights  of a  secured  party;  (ix)  any  violation  or
non-compliance  by  the  Borrower  or  any  Subsidiary  of  any  Applicable  Law
(including any Environmental  Law) including,  but not limited to, any Indemnity
Proceeding  commenced  by (A) the  Internal  Revenue  Service  or  state  taxing
authority  or  (B)  any
                                      103
<PAGE>
Governmental  Authority or other Person under any Environmental  Law,  including
any Indemnity Proceeding  commenced by a Governmental  Authority or other Person
seeking  remedial or other action to cause the Borrower or its  Subsidiaries (or
its respective  properties) (or the  Administrative  Agent and/or the Lenders as
successors to the Borrower) to be in compliance  with such  Environmental  Laws;
provided,  however,  that the Borrower  shall not be obligated to indemnify  any
Indemnified  Party  for any  acts or  omissions  of such  Indemnified  party  in
connection  with  matters  described  in this clause (a) that  constitute  gross
negligence or willful misconduct.

     The Borrower's  indemnification  obligations under this Section shall apply
to all  Indemnity  Proceedings  arising  out of, or related  to,  the  foregoing
whether  or  not an  Indemnified  Party  is a  named  party  in  such  Indemnity
Proceeding.  In this connection,  this indemnification shall cover all costs and
expenses of any  Indemnified  Party in  connection  with any  deposition  of any
Indemnified  Party or  compliance  with any  subpoena  (including  any  subpoena
requesting the production of documents). This indemnification shall, among other
things,  apply to any Indemnity  Proceeding  commenced by other creditors of the
Borrower or any  Subsidiary,  any  shareholder of the Borrower or any Subsidiary
(whether such shareholder(s) are prosecuting such Indemnity  Proceeding in their
individual  capacity or  derivatively  on behalf of the  Borrower),  any account
debtor of the Borrower or any Subsidiary or by any Governmental Authority.

     This indemnification shall apply to any Indemnity Proceeding arising during
the  pendency of any  bankruptcy  proceeding  filed by or against  the  Borrower
and/or any Subsidiary.

     All   out-of-pocket   fees  and  expenses  of,  and  all  amounts  paid  to
third-persons  by, an  Indemnified  Party shall be reimbursed by the Borrower at
the request of such Indemnified Party  notwithstanding any claim or assertion by
the Borrower  that such  Indemnified  Party is not  entitled to  indemnification
hereunder  upon receipt of an undertaking  by such  Indemnified  Party that such
Indemnified  Party will  reimburse  the  Borrower if it is actually  and finally
determined by a court of competent  jurisdiction  that such Indemnified Party is
not so entitled to indemnification hereunder.

     An Indemnified  Party may conduct its own investigation and defense of, and
may formulate its own strategy with respect to, any Indemnity Proceeding covered
by this Section and, as provided above, all costs and expenses  incurred by such
Indemnified Party shall be reimbursed by the Borrower.  No action taken by legal
counsel chosen by an Indemnified Party in investigating or defending against any
such Indemnity Proceeding shall vitiate or in any way impair the obligations and
duties of the  Borrower  hereunder  to  indemnify  and hold  harmless  each such
Indemnified Party;  provided,  however,  that (i) if the Borrower is required to
indemnify  an  Indemnified  Party  pursuant  hereto  and (ii) the  Borrower  has
provided  evidence  reasonably  satisfactory to such Indemnified  Party that the
Borrower has the financial  wherewithal to reimburse such Indemnified  Party for
any  amount  paid by such  Indemnified  Party  with  respect  to such  Indemnity
Proceeding,  such  Indemnified  Party  shall not settle or  compromise  any such
Indemnity  Proceeding  without the prior written  consent of the Borrower (which
consent shall not be unreasonably withheld or delayed).
                                      104
<PAGE>
     If and to the extent that the  obligations  of the Borrower  hereunder  are
unenforceable  for any reason,  the Borrower  hereby  agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible under Applicable Law.

     Termination; Survival.

     At such time as (a) all of the Commitments have been  terminated,  (b) none
of the Lenders is obligated  any longer  under this  Agreement to make any Loans
and (c) all Obligations (other than obligations which survive as provided in the
following  sentence) have been paid and satisfied in full,  this Agreement shall
terminate. The indemnities to which the Administrative Agent and the Lenders are
entitled under the provisions of Sections 3.12,  5.1, 5.4, 12.7,  13.2 and 13.10
and any other provision of this Agreement and the other Loan Documents,  and the
provisions  of Section 13.5,  shall  continue in full force and effect and shall
protect  the  Administrative  Agent  and the  Lenders  (i)  notwithstanding  any
termination of this Agreement,  or of the other Loan  Documents,  against events
arising after such termination as well as before and (ii) at all times after any
such party  ceases to be a party to this  Agreement  with respect to all matters
and events  existing on or prior to the date such party  ceased to be a party to
this Agreement.

     Severability of Provisions.

     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction  shall, as to such jurisdiction,  be ineffective only to the extent
of such prohibition or  unenforceability  without  invalidating the remainder of
such  provision  or the  remaining  provisions  or  affecting  the  validity  or
enforceability of such provision in any other jurisdiction.

     GOVERNING LAW.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF  CALIFORNIA  APPLICABLE  TO CONTRACTS  EXECUTED,  AND TO BE
FULLY PERFORMED, IN SUCH STATE.

     Counterparts.

     This Agreement and any amendments,  waivers, consents or supplements may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed an original,  but all of which counterparts together shall constitute but
one and the same instrument.

     Obligations with Respect to Loan Parties.

     The obligations of the Borrower to direct or prohibit the taking of certain
actions by the other Loan Parties as specified  herein shall be absolute and not
subject to any defense the Borrower may have that the Borrower  does not control
such Loan Parties.

                                      105
<PAGE>
     Independence of Covenants.

     All  covenants  hereunder  shall be given in any  jurisdiction  independent
effect so that if a particular  action or  condition is not  permitted by any of
such  covenants,  the fact that it would be permitted by an exception  to, or be
otherwise  within  the  limitations  of,  another  covenant  shall not avoid the
occurrence  of a  Default  or an Event of  Default  if such  action  is taken or
condition exists.

     Limitation of Liability.

     Neither  the  Administrative  Agent  nor any  Lender,  nor  any  affiliate,
officer, director,  employee,  attorney, or agent of the Administrative Agent or
any Lender shall have any  liability  with  respect to, and the Borrower  hereby
waives,  releases,  and agrees  not to sue any of them  upon,  any claim for any
special, indirect,  incidental, or consequential damages suffered or incurred by
the Borrower in connection with,  arising out of, or in any way related to, this
Agreement  or  any of  the  other  Loan  Documents,  or any of the  transactions
contemplated by this Agreement or any of the other Loan Documents.  The Borrower
hereby waives,  releases,  and agrees not to sue the Administrative Agent or any
Lender  or  any of  the  Administrative  Agent's  or  any  Lender's  affiliates,
officers,  directors,  employees,  attorneys,  or agents for punitive damages in
respect of any claim in connection  with,  arising out of, or in any way related
to,  this  Agreement  or  any  of  the  other  Loan  Documents,  or  any  of the
transactions contemplated by this Agreement or financed hereby.

     Entire Agreement.

     This Agreement,  the Notes, and the other Loan Documents referred to herein
embody the final,  entire  agreement  among the parties hereto and supersede any
and all prior  commitments,  agreements,  representations,  and  understandings,
whether  written or oral,  relating to the subject matter hereof and thereof and
may not be  contradicted  or varied by  evidence of prior,  contemporaneous,  or
subsequent oral  agreements or discussions of the parties  hereto.  There are no
oral agreements among the parties hereto.

     Construction.

     The  Administrative  Agent,  the Borrower and each Lender  acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an  opportunity  to review this  Agreement and the other Loan Documents
with its legal  counsel  and that this  Agreement  and the other Loan  Documents
shall be  construed  as if jointly  drafted  by the  Administrative  Agent,  the
Borrower and each Lender.

                         [Signatures on Following Pages]


                                      106
<PAGE>

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

                                                BORROWER:

                                                EQUITY ONE, INC.


                                                By: /s/ Howard M. Sipzner
                                                    -------------------------
                                                    Name:  Howard M. Sipnzer
                                                    Title: CFO



                       [Signatures Continued on Next Page]

                                      107
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]


                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                     as Administrative Agent and as a Lender


                                     By: /s/ Jay V. Kelley
                                         ---------------------
                                         Name:  Jay V. Kelley
                                         Title: Senior Vice President


                                     Commitment Amount:

                                     $55,000,000



                                     Lending Office (all Types of Loans):

                                              Wells Fargo Bank, N.A.
                                              Real Estate Group
                                              401 E. Jackson St., Suite 1450
                                              Tampa, Florida  33602
                                              Attention:  Jay V. Kelley, SVP
                                              Tel:  (813) 202-7204
                                              Fax:  (813) 202-7201

                                              With a copy to:

                                              Wells Fargo Bank, N.A.
                                              Real Estate Group
                                              420 Montgomery Street, 6th Floor
                                              San Francisco, CA 94163
                                              Attention:  Chief Credit Officer
                                              Fax:  (415) 781-8324



                                      108
<PAGE>

                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                 COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES,
                 as a Lender


                 By: /s/ Christina Berry          /s/ R. William Knickerbocker
                    -----------------------           ------------------------
                     Name:  Christina Berry           R. William Knickerbocker
                     Title:  Vice President           Assistant Vice President


                 Commitment Amount:

                 $32,000,000



                 Credit/Business Matters:

                          Commerzbank AG New York and Grand Cayman Branches
                          2 World Financial Center
                          New York, New York  10281
                          Attention:        Ralph C. Marra
                          Tel:     212-266-7761
                          Fax:     212-266-7565



                                      109
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]


                                   KEYBANK NATIONAL ASSOCIATION,
                                   as a Lender


                                   By: /s/ Ashley Smith Reiser
                                   ---------------------------
                                       Name:  Ashley Smith Reiser
                                       Title: Vice President


                                   Commitment Amount:

                                   $32,000,000



                                   Credit/Business Matters:

                                            KeyBank National Association
                                            1146 19th Street N.W.
                                            Washington, DC  20036
                                            Attention:        Ashley S. Reiser
                                            Tel:     202-452-4921
                                            Fax:     202-452-4925

                                   with a copy to:

                                            KeyBank National Association
                                            1146 19th Street N.W., 4th Floor
                                            Washington, DC  20036
                                            Attention:        Michael Szuba
                                            Tel:     202-452-4942
                                            Fax:     202-452-4925



                                      110
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                    SOUTHTRUST BANK,
                                    as a Lender


                                    By: /s/ Sidney Clapp
                                        ----------------
                                        Name:  Sidney Clapp
                                        Title: AVP


                                    Commitment Amount:

                                    $32,000,000



                                    Credit/Business Matters:

                                             SouthTrust Bank
                                             420 North 20th Street, 11th Floor
                                             Mail Code: A-001-TW-1105
                                             Birmingham, Alabama  35203
                                             Attention: Sidney Clapp
                                             Tel:     (205) 254-4183
                                             Fax:     (205) 254-8270



                                      111
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                  BANK ONE, NA,
                                  as a Lender


                                  By:  /s/  Mark C. Kramer
                                      ----------------------
                                        Name: Mark C. Kramer
                                        Title:  Director


                                  Commitment Amount:

                                  $24,000,000



                                  Credit/Business Matters:

                                           Bank One, NA
                                           1 Bank One Plaza, Suite IL-1 0315
                                           Chicago, Illinois  60670
                                           Attention:   Mark Kramer
                                           Tel:     (312) 336-2212
                                           Fax:     (312) 732-5939




                                      112
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                    PNC BANK, NATIONAL ASSOCIATION,
                                    as a Lender


                                    By: /s/ Michael E. Smith
                                        ---------------------
                                        Name:  Michael E. Smith
                                        Title:  Vice President


                                    Commitment Amount:

                                    $24,000,000



                                    Credit/Business Matters:

                                             PNC Bank, National Association
                                             249 5th Avenue
                                             PI-POPP-19-2
                                             Pittsburgh, Pennsylvania  15222
                                             Attention:   Wayne Robertson
                                             Tel:     (412) 762-8452
                                             Fax:     (412) 762-6500


                                      113
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                        AMSOUTH BANK,
                                        as a Lender


                                        By: /s/ Lee Surtees
                                        -------------------
                                              Name:  Lee Surtees
                                              Title:  Commercial Loan Officer


                                        Commitment Amount:

                                        $20,000,000



                                        Credit/Business Matters:

                                                 AmSouth Bank
                                                 1900 5th Ave. North
                                                 AST-9
                                                 Birmingham, Alabama  35203
                                                 Attention: Lee Surtees
                                                 Tel:     (205) 801-0621
                                                 Fax:     (205) 326-4075




                                      114
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                  DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                  as a Lender


                                  By: /s/ Steven P. Lapham
                                      ------------------------
                                      Name:  Steven P. Lapham
                                      Title:  Director


                                  Commitment Amount:

                                  $20,000,000



                                  Credit/Business Matters:

                                           Deutsche Bank Trust Company Americas
                                           200 Crescent Court, Suite 550
                                           Dallas, Texas  75201-1875
                                           Attention:        Ann Ramsey
                                           Tel:     214-740-7905
                                           Fax:     214-740-7910

                                            With a copy to:

                                            Loeb & Loeb
                                            345 Park Avenue
                                            New York, NY 10154
                                            Attention:       Ken Freeman, Esq.
                                            Tel:    212-407-4086
                                            Fax:    212-407-4990


                                  LIBOR Office:

                                           90 Hudson Street
                                           Jersey City, New Jersey  07302
                                           Attention:        Mary Rodwell
                                           Tel:     201-593-2165
                                           Fax:     201-593-2310


                                      115

<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                    SUNTRUST BANK,
                                    as a Lender


                                    By: /s/ John Neill
                                        ------------------
                                        Name:  John Neill
                                        Title: FVP


                                    Commitment Amount:

                                    $20,000,000



                                    Credit/Business Matters:

                                             SunTrust Bank
                                             8425 Boone Boulevard, Suite 820
                                             Vienna, Virginia  22182
                                             Attention: Nancy Richards
                                             Tel:     (703) 902-9039
                                             Fax:     (703) 902-9245



                                      116
<PAGE>

                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                      BANK LEUMI USA,
                      as a Lender


                      By: /s/ Shirly Yechshevish         /s/ Michaela Klein
                          ----------------------         ------------------
                          Name: Shirly  Yechshevish      Michaela Klein
                          Title:  AVP                    Senior Vice President


                      Commitment Amount:

                      $16,000,000



                      Credit/Business Matters:

                               Bank Leumi USA
                               564 Fifth Avenue
                               New York, New York  10036
                               Attention:        Shirly Yechilevich
                               Tel:     212-626-1381
                               Fax:     212-626-1072



                                      117
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                       CIBC INC.,
                                       as a Lender


                                       By: /s/ Brian Jay Neilinger
                                       ---------------------------
                                           Name: Brian Jay Neilinger
                                           Title: Authorized Signatory


                                       Commitment Amount:

                                       $15,000,000



                                       Credit/Business Matters:

                                                CIBC Inc.
                                                622 Third Avenue
                                                New York, New York  10017
                                                Attention: Michael Wedler
                                                Tel:     (212) 667-5632
                                                Fax:     (212) 667-5655


                                      118
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                         COMERICA BANK,
                                         as a Lender


                                         By: /s/ Leslie A. Vogel
                                         -----------------------
                                             Name:  Leslie A. Vogel
                                             Title:  Vice President


                                         Commitment Amount:

                                         $15,000,000



                                         Credit/Business Matters:

                                                  Comerica Bank
                                                  500 Woodward Avenue
                                                  MC 3255
                                                  Detroit, Michigan  48226
                                                  Attention: Leslie A. Vogel
                                                  Tel:     (313) 222-9290
                                                  Fax:     (313) 222-9295


                                      119
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                      COMMERCEBANK, N.A.,
                                      as a Lender


                                      By:  /s/ Terry Lysengen
                                           ------------------
                                            Name:  Terry Lysengen
                                            Title:  Vice President


                                      By: -----------------------------
                                            Name:  Edward Tietjen
                                            Title:  Senior Vice President




                                      Commitment Amount:

                                      $15,000,000



                                      Credit/Business Matters:

                                               Commercebank, N.A.
                                               1000 S. Powerline Road
                                               Pompano Beach, Florida  33069
                                               Attention: Terry Lysengen
                                               Tel:     (954) 984-0845
                                               Fax:     (954) 971-1713


                                      120
<PAGE>


                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                    COMPASS BANK,
                                    as a Lender


                                    By: /s/ Johanna Duke Paley
                                    --------------------------
                                        Name: Johanna Duke Paley
                                        Title: Senior Vice President


                                    Commitment Amount:

                                    $10,000,000



                                    Credit/Business Matters:

                                             Compass Bank
                                             15 South 20th Street, 15th Floor
                                             Birmingham, Alabama  35233
                                             Attention: Jo Paley
                                             Tel:     (205) 297-3851
                                             Fax:     (205) 297-7994



                                      121
<PAGE>

                 [Signature Page to Credit Agreement dated as of
                     February 7, 2003 with Equity One, Inc.]



                                  ISRAEL DISCOUNT BANK OF NEW YORK,
                                  as a Lender


                                  By:  /s/ David Kenison
                                  ---  -----------------
                                        Name: David Kenison
                                        Title: Senior Vice President


                                  By: /s/ Herbert Fried
                                  ---------------------
                                        Name: Herbert Fried
                                        Title: Senior Vice President


                                  Commitment Amount:

                                  $10,000,000



                                  Credit/Business Matters:

                                           Israel Discount Bank of New York
                                           2875 NE 191st Street, Suite 200
                                           Aventura, Florida  33180
                                           Attention: Herbert Fried
                                           Tel:     (305) 682-3744
                                           Fax:     (305) 682-3727



                                      122