Exhibit 10.2




---



##### 



TABLE OF CONTENTS
 Page§1.
    
    DEFINITIONS AND RULES OF INTERPRETATION
    
    
    1§1.1
    
    Definitions
    
    
    1§1.2
    
    Rules of Interpretation
    
    
    20§2.
    
    THE CREDIT FACILITY
    
    
    21§2.1
    
    Loans
    
    
    21§2.2
    
    Interest on Loans
    
    
    22§2.3
    
    Funds for Loans
    
    
    22§2.4
    
    Use of Proceeds
    
    
    23§2.5
    
    Extension of Maturity Date
    
    
    23§3.
    
    REPAYMENT OF THE LOANS
    
    
    24§3.1
    
    Stated Maturity
    
    
    24§3.2
    
    Mandatory Prepayments
    
    
    24§3.3
    
    Optional Prepayments
    
    
    24§3.4
    
    Partial Prepayments
    
    
    24§3.5
    
    Effect of Prepayments
    
    
    24§4.
    
    CERTAIN GENERAL PROVISIONS
    
    
    24§4.1
    
    Conversion Options
    
    
    24§4.2
    
    Fees
    
    
    25§4.3
    
    Funds for Payments
    
    
    25§4.4
    
    Computations
    
    
    27§4.5
    
    Suspension of LIBOR Rate Loans
    
    
    27§4.6
    
    Illegality
    
    
    27§4.7
    
    Additional Interest
    
    
    27§4.8
    
    Additional Costs, Etc
    
    
    28§4.9
    
    Capital Adequacy
    
    
    29§4.10
    
    Breakage Costs
    
    
    29§4.11
    
    Default Interest
    
    
    29§4.12
    
    Certificate
    
    
    29§4.13
    
    Limitation on Interest
    
    
    29§4.14
    
    Certain Provisions Relating to Increased Costs
    
    
    30
 i




---



##### 



Page§5.
    
    COLLATERAL SECURITY
    
    
    31§5.1
    
    Collateral
    
    
    31§5.2
    
    Additional Guarantors
    
    
    31§5.3
    
    Release of Collateral and Guarantors
    
    
    31§6.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    31§6.1
    
    Corporate Authority, Etc
    
    
    31§6.2
    
    Governmental Approvals
    
    
    32§6.3
    
    Title to Properties; Etc
    
    
    32§6.4
    
    Financial Statements
    
    
    33§6.5
    
    No Material Changes
    
    
    33§6.6
    
    Franchises, Patents, Copyrights, Etc
    
    
    33§6.7
    
    Litigation
    
    
    33§6.8
    
    No Material Adverse Contracts, Etc
    
    
    34§6.9
    
    Compliance with Other Instruments, Laws, Etc
    
    
    34§6.10
    
    Tax Status
    
    
    34§6.11
    
    No Event of Default
    
    
    34§6.12
    
    Investment Company Act
    
    
    34§6.13
    
    Absence of Liens
    
    
    34§6.14
    
    Labor Matters
    
    
    34§6.15
    
    Setoff, Etc
    
    
    35§6.16
    
    Certain Transactions
    
    
    35§6.17
    
    Employee Benefit Plans
    
    
    35§6.18
    
    Disclosure
    
    
    35§6.19
    
    Trade Name; Place of Business
    
    
    36§6.20
    
    Regulations T, U and X
    
    
    36§6.21
    
    Environmental Matters
    
    
    36§6.22
    
    Subsidiaries; Organizational Structure
    
    
    37§6.23
    
    Contracts, Subcontracts, Etc
    
    
    37§6.24
    
    Property
    
    
    37§6.25
    
    Brokers
    
    
    37
 ii




---



##### 



Page§6.26
    
    Other Debt
    
    
    37§6.27
    
    Solvency
    
    
    38§6.28
    
    No Bankruptcy Filing
    
    
    38§6.29
    
    No Fraudulent Intent
    
    
    38§6.30
    
    Transaction in Best Interests of Borrower; Consideration
    
    
    38§6.31
    
    Contribution Agreement
    
    
    38§6.32
    
    OFAC
    
    
    38§6.33
    
    No Prohibited Transaction
    
    
    39§7.
    
    AFFIRMATIVE COVENANTS
    
    
    39§7.1
    
    Punctual Payment
    
    
    39§7.2
    
    Maintenance of Office
    
    
    39§7.3
    
    Records and Accounts
    
    
    39§7.4
    
    Financial Statements, Certificates and Information
    
    
    39§7.5
    
    Notices
    
    
    41§7.6
    
    Existence; Maintenance of Properties
    
    
    43§7.7
    
    Insurance
    
    
    43§7.8
    
    Taxes; Liens
    
    
    43§7.9
    
    Inspection of Properties and Books
    
    
    44§7.10
    
    Compliance with Laws, Contracts, Licenses, and Permits
    
    
    44§7.11
    
    Further Assurances
    
    
    44§7.12
    
    Acquisition of Interest Rate Protection
    
    
    45§7.13
    
    Business Operations
    
    
    45§7.14
    
    Distributions of Income to the Borrower
    
    
    45§8.
    
    NEGATIVE COVENANTS
    
    
    45§8.1
    
    Restrictions on Indebtedness
    
    
    46§8.2
    
    Restrictions on Liens, Etc
    
    
    46§8.3
    
    Restrictions on Investments
    
    
    48§8.4
    
    Merger, Consolidation
    
    
    49§8.5
    
    Compliance with Environmental Laws
    
    
    50§8.6
    
    Distributions
    
    
    50
 iii




---



##### 



Page§8.7
    
    Asset Sales
    
    
    50§8.8
    
    Restriction on Prepayment of Indebtedness
    
    
    50§8.9
    
    Modifications to Certain Agreements
    
    
    51§8.10
    
    Derivatives Contracts
    
    
    51§8.11
    
    Transactions with Affiliates
    
    
    51§8.12
    
    Equity Pledges
    
    
    51§8.13
    
    Subordinated Debt
    
    
    51§8.14
    
    Parent Restrictions
    
    
    51§8.15
    
    Compliance with Covenants in Senior Revolving Loan Agreement
    
    
    52§8.16
    
    More Restrictive Agreements
    
    
    52§9.
    
    FINANCIAL COVENANTS
    
    
    52§9.1
    
    Minimum Adjusted Consolidated EBITDA
    
    
    52§9.2
    
    Consolidated Senior Indebtedness to Adjusted Consolidated EBITDA
    
    
    52§9.3
    
    Consolidated Total Indebtedness to Adjusted Consolidated EBITDA
    
    
    53§9.4
    
    Adjusted Consolidated EBITDA to Consolidated Fixed Charges
    
    
    53§10.
    
    CLOSING CONDITIONS
    
    
    53§10.1
    
    Loan Documents
    
    
    53§10.2
    
    Certified Copies of Organizational Documents
    
    
    53§10.3
    
    Resolutions
    
    
    53§10.4
    
    Incumbency Certificate; Authorized Signers
    
    
    54§10.5
    
    Opinion of Counsel
    
    
    54§10.6
    
    Payment of Fees
    
    
    54§10.7
    
    Acquisition; Acquisition Documents
    
    
    54§10.8
    
    Performance; No Default
    
    
    54§10.9
    
    Representations and Warranties
    
    
    54§10.10
    
    Proceedings and Documents
    
    
    54§10.11
    
    Compliance Certificate
    
    
    55§10.12
    
    Interest Hedge
    
    
    55§10.13
    
    Consents
    
    
    55§10.14
    
    Senior Revolving Loan
    
    
    55
 iv




---



##### 



Page§10.15
    
    Existing MEA Loan Agreement
    
    
    55§10.16
    
    Contribution Agreement
    
    
    55§10.17
    
    Solvency Certificate
    
    
    55§10.18
    
    Intercreditor Agreement
    
    
    55§10.19
    
    Other
    
    
    55§11.
    
    EVENTS OF DEFAULT; ACCELERATION; ETC
    
    
    55§11.1
    
    Events of Default and Acceleration
    
    
    55§11.2
    
    Certain Cure Periods; Limitation of Cure Periods
    
    
    58§11.3
    
    Termination of Commitments
    
    
    59§11.4
    
    Remedies
    
    
    59§11.5
    
    Distribution of Collateral Proceeds
    
    
    60§12.
    
    SETOFF
    
    
    60§13.
    
    THE AGENT
    
    
    61§13.1
    
    Authorization
    
    
    61§13.2
    
    Employees and Agents
    
    
    61§13.3
    
    No Liability
    
    
    61§13.4
    
    No Representations
    
    
    62§13.5
    
    Payments
    
    
    62§13.6
    
    Holders of Notes
    
    
    63§13.7
    
    Indemnity
    
    
    64§13.8
    
    Agent as Lender
    
    
    64§13.9
    
    Resignation
    
    
    64§13.10
    
    Duties in the Case of Enforcement
    
    
    64§13.11
    
    Reliance on Hedge Provider
    
    
    65§13.12
    
    Bankruptcy
    
    
    65§13.13
    
    Reliance by Agent
    
    
    65§13.14
    
    Approvals
    
    
    65§13.15
    
    Borrower Not Beneficiary
    
    
    66§13.16
    
    Intercreditor Agreement
    
    
    66§14.
    
    EXPENSES
    
    
    66
 v




---



##### 



Page§15.
    
    INDEMNIFICATION
    
    
    67§16.
    
    SURVIVAL OF COVENANTS, ETC
    
    
    68§17.
    
    ASSIGNMENT AND PARTICIPATION
    
    
    68§17.1
    
    Conditions to Assignment by Lenders
    
    
    68§17.2
    
    Register
    
    
    69§17.3
    
    New Notes
    
    
    69§17.4
    
    Participations
    
    
    70§17.5
    
    Pledge by Lender
    
    
    70§17.6
    
    No Assignment by Borrower
    
    
    70§17.7
    
    Disclosure
    
    
    70§17.8
    
    Amendments to Loan Documents
    
    
    71§17.9
    
    Titled Agents
    
    
    71§18.
    
    NOTICES
    
    
    71§19.
    
    RELATIONSHIP
    
    
    73§20.
    
    GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
    
    
    73§21.
    
    HEADINGS
    
    
    73§22.
    
    COUNTERPARTS
    
    
    74§23.
    
    ENTIRE AGREEMENT, ETC
    
    
    74§24.
    
    WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
    
    
    74§25.
    
    DEALINGS WITH THE BORROWER
    
    
    74§26.
    
    CONSENTS, AMENDMENTS, WAIVERS, ETC
    
    
    75§27.
    
    SEVERABILITY
    
    
    75§28.
    
    TIME OF THE ESSENCE
    
    
    76§29.
    
    NO UNWRITTEN AGREEMENTS
    
    
    76§30.
    
    REPLACEMENT NOTES
    
    
    76§31.
    
    NO THIRD PARTIES BENEFITED
    
    
    76§32.
    
    PATRIOT ACT
    
    
    77
 vi




---



##### 



EXHIBITS AND SCHEDULES
 Exhibit A
    
    FORM OF NOTEExhibit B
    
    FORM OF JOINDER AGREEMENTExhibit C
    
    FORM OF COMPLIANCE CERTIFICATEExhibit D
    
    FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENTExhibit E
    
    FORM OF ACKNOWLEDGMENTSchedule 1
    
    LENDERS AND COMMITMENTSSchedule 1.1
    
    SUBSIDIARY GUARANTORSSchedule 6.3
    
    LIST OF ALL ENCUMBRANCES ON ASSETSSchedule 6.7
    
    PENDING LITIGATIONSchedule 6.16
    
    CERTAIN TRANSACTIONSSchedule 6.22
    
    SUBSIDIARIES AND UNCONSOLIDATED AFFILIATESSchedule 6.23
    
    CONTRACTS, SUBCONTRACTS & PAYMENT AND PERFORMANCE BONDSSchedule 6.26
    
    MATERIAL LOAN AGREEMENTS
 vii




---



##### 



SENIOR SECURED TERM LOAN AGREEMENT
 THIS SENIOR SECURED TERM LOAN AGREEMENT GOLDENBOY ACQUISITION CORP. COGDELL SPENCER, INC. KEYBANK NATIONAL ASSOCIATION KEYBANK NATIONAL ASSOCIATION KEYBANC
CAPITAL MARKETS
 R E C I T A L S
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
  Definitions
 Acknowledgments Exhibit E
 Acquisition




---



##### 



Acquisition Agreement
 Acquisition Documents
 Additional Guarantor
 Adjusted Consolidated EBITDA plus
 Affected Lender
 Affiliate
 Agent
 Agents Head Office
 Agents Special Counsel
 2




---



##### 



Agreement Schedules Exhibits
 Agreement Regarding Fees
 Applicable Margin
 LIBOR Rate
    
    Base RatePricing Level
    
    Ratio
    
    Loans
    
    LoansPricing Level 1
    
    Less than 3.50 to 1.00
    
    
    3.00
    %
    
    
    3.00
    %Pricing Level 2
    
    Greater than or equal
to 3.50 to 1.00
    
    
    3.50
    %
    
    
    3.50
    %
 st st st st
  Arranger
 Assignment and Acceptance Agreement
 Assignment of Hedge
 Pledge Agreement
 Authorized Officer
 3




---



##### 



Balance Sheet Date
 Bankruptcy Code
 Base Rate
 Base Rate Loans
 Borrower
 Breakage Costs
 Business Day
 Capitalized Lease
 Cash Equivalents
 Cash Management Documents
 4




---



##### 



CERCLA
 Change of Control
         5




---



##### 



Closing Date
 Code
 Collateral
 Commitment
 Commitment Percentage Schedule 1
 Compliance Certificate
 Consolidated
 Consolidated EBITDA
 Consolidated Fixed Charges plus plus
 Consolidated Interest Expense plus
 Consolidated Senior Indebtedness less
 Consolidated Total Indebtedness
 6




---



##### 



Construction Work
 Contract
 Contribution Agreement
 Control Controlling Controlled
 Conversion/Continuation Request
 CS Business Trust I
 CS Business Trust II
 Default
 Default Rate
 Delinquent Lender
 Derivatives Contract
 7




---



##### 



Derivatives Termination Value
 Distribution
 Dollars $
 Domestic Lending Office Schedule 1
 Drawdown Date
 EBITDA
 8




---



##### 



Employee Benefit Plan
 Environmental Laws
 Equity Interests
 Equity Percentage
 ERISA
 ERISA Affiliate
 ERISA Reportable Event
 Event of Default
 9




---



##### 



Existing MEA Loan Agreement
 Extension Request
 Federal Funds Effective Rate
 GAAP
 Guaranteed Pension Plan
 Guarantors
 Guaranty
 Hazardous Substances
   10




---



##### 



Hedge Obligations
 Holdings
 Indebtedness
 11




---



##### 



Indemnity Agreement
 Intercreditor Agreement
 Interest Hedge
 Interest Expense
 Interest Payment Date st
 Interest Period provided
  12




---



##### 



Investments provided however
 Joinder Agreement Exhibit B
 KeyBank
 Lenders
 LIBOR
 13




---



##### 



LIBOR Business Day
 LIBOR Lending Office Schedule 1
 LIBOR Rate Loans
 Lien
 Loan Documents
 Loan Loans
 Mandatorily Redeemable Stock
 Material Adverse Effect
 Material Subsidiary
 14




---



##### 



Maturity Date
 Merger
 Moodys
 Multiemployer Plan
 Net Income (or Loss)
 Non-Recourse Exclusions
 Non-Recourse Indebtedness
 Notes
 Notice
 Obligations
 15




---



##### 



OFAC
 Off-Balance Sheet Obligations
 Operating Partnership
 Outstanding
 Owner
 Parent
 Patriot Act
 Payment or Performance Bond
 PBGC
 Permitted Liens
 Person
 Plan Assets
 16




---



##### 



Preferred Distributions.
 Preferred Securities
 Pricing Level
 Project
 Real Estate
 Record
 Recourse Indebtedness
 Register
 REIT Status
 Release
 Required Lenders provided
 17




---



##### 



Reserve Percentage
 SEC
 Security Agreement
 Security Documents
 Senior Revolving Agent
 Senior Revolving Lenders
 Senior Revolving Loan
 Senior Revolving Loan Agreement
 Senior Revolving Loan Documents
 Single Asset Entity
 18




---



##### 



S&P
 State
 Subcontract
 Subcontractor
 Subordinated Debt
 Subordination Agreement
 Subsidiary
 Subsidiary Guarantor Schedule 1.1 Schedule 1.1
 Term Loan
 19




---



##### 



Term Loan Commitment
 Titled Agents
 Total Commitment
 Type
 Unconsolidated Affiliate
 Unrestricted Cash and Cash Equivalents
 WIP Schedule
 Rules of Interpretation
       20




---



##### 



Loans
  Exhibit A
 21




---



##### 



prima facie
 Interest on Loans
     Funds for Loans
  22




---



##### 



Use of Proceeds
 Extension of Maturity Date
 Extension Request
 Payment of Extension Fee pro rata
 No Default
 Representations and Warranties
 23




---



##### 



Extension of Other Indebtedness
  Stated Maturity
 Mandatory Prepayments
 Optional Prepayments provided
 Partial Prepayments
 Effect of Prepayments
  Conversion Options
 24




---



##### 



provided provided
 provided
  Fees
 Funds for Payments
  25




---



##### 



provided provided
  26




---



##### 



Computations
 Suspension of LIBOR Rate Loans
 Illegality
 Additional Interest
 27




---



##### 



Additional Costs, Etc
         28




---



##### 



Capital Adequacy
 Breakage Costs
 Default Interest
 Certificate
 Limitation on Interest
 29




---



##### 



Certain Provisions Relating to Increased Costs provided
 30




---



##### 



Collateral
 Additional Guarantors
 Release of Collateral and Guarantors
   Corporate Authority, Etc.
 Incorporation; Good Standing
 31




---



##### 



Subsidiaries
 Authorization
 Enforceability
 Governmental Approvals
 Title to Properties; Etc Schedule 6.3
 32




---



##### 



Financial Statements
 No Material Changes
 Franchises, Patents, Copyrights, Etc
 Litigation Schedule 6.7 Schedule 6.7
 33




---



##### 



No Material Adverse Contracts, Etc
 Compliance with Other Instruments, Laws, Etc
 Tax Status
 No Event of Default
 Investment Company Act
 Absence of Liens
 Labor Matters
 34




---



##### 



Setoff, Etc
 Certain Transactions Schedule 6.16
 Employee Benefit Plans
 Disclosure
 35




---



##### 



provided
 Trade Name; Place of Business
 Regulations T, U and X
 Environmental Matters
 36




---



##### 



Subsidiaries; Organizational Structure Schedule 6.22 Schedule 6.22
 Contracts, Subcontracts, Etc. Schedule 6.23 Schedule 6.23
 Property
 Brokers
 Other Debt Schedule 6.26
 37




---



##### 



Solvency
 No Bankruptcy Filing
 No Fraudulent Intent
 Transaction in Best Interests of Borrower; Consideration
 Contribution Agreement
 OFAC
 38




---



##### 



No Prohibited Transaction
   Punctual Payment
 Maintenance of Office
 Records and Accounts
 Financial Statements, Certificates and Information
  39




---



##### 



Exhibit C
     40




---



##### 



Notices
 Defaults
 Violations of Law
 Claims Against Collateral
 Litigation and Judgments
 41




---



##### 



ERISA
 Contract Defaults, Claims; Etc
     42




---



##### 



Notification of Lenders
 Existence; Maintenance of Properties
   Insurance
 Taxes; Liens
 43




---



##### 



provided provided further
 Inspection of Properties and Books provided
 Compliance with Laws, Contracts, Licenses, and Permits
 Further Assurances
 44




---



##### 



Acquisition of Interest Rate Protection
 Business Operations
 Distributions of Income to the Borrower
   45




---



##### 



Restrictions on Indebtedness
         provided
  Restrictions on Liens, Etc
 46




---



##### 



provided
       47




---



##### 



provided
  Restrictions on Investments
   provided however
     48




---



##### 



Merger, Consolidation provided provided provided
 49




---



##### 



Compliance with Environmental Laws
 Distributions
   Asset Sales
 Restriction on Prepayment of Indebtedness provided
 50




---



##### 



Modifications to Certain Agreements
 Derivatives Contracts
 Transactions with Affiliates. Schedule 6.15
 Equity Pledges
 Subordinated Debt
 Parent Restrictions
 51




---



##### 



Compliance with Covenants in Senior Revolving Loan Agreement
 More Restrictive Agreements
   Minimum Adjusted Consolidated EBITDA
 Consolidated Senior Indebtedness to Adjusted Consolidated EBITDA
  52




---



##### 



Consolidated Total Indebtedness to Adjusted Consolidated EBITDA
   Adjusted Consolidated EBITDA to Consolidated Fixed Charges
   Loan Documents
 Certified Copies of Organizational Documents
 Resolutions
 53




---



##### 



Incumbency Certificate; Authorized Signers
 Opinion of Counsel
 Payment of Fees
 Acquisition; Acquisition Documents
 Performance; No Default
 Representations and Warranties
 Proceedings and Documents
 54




---



##### 



Compliance Certificate
 Interest Hedge
 Consents
 Senior Revolving Loan
 Existing MEA Loan Agreement
 Contribution Agreement
 Solvency Certificate
 Intercreditor Agreement
 Other
  Events of Default and Acceleration
 55




---



##### 



provided however
  56




---



##### 



57




---



##### 



provided
 Certain Cure Periods; Limitation of Cure Periods provided however provided further
 58




---



##### 



provided
 Termination of Commitments
 Remedies
 59




---



##### 



Distribution of Collateral Proceeds
  provided provided further
    60




---



##### 



pro tanto provided
  Authorization
 Employees and Agents
 No Liability
 61




---



##### 



No Representations
 Payments
   62




---



##### 



Holders of Notes
 63




---



##### 



Indemnity
 Agent as Lender
 Resignation
 Duties in the Case of Enforcement
 64




---



##### 



provided however provided
 Reliance on Hedge Provider
 Bankruptcy
 Reliance by Agent
 Approvals
 65




---



##### 



Borrower Not Beneficiary
 Intercreditor Agreement
   66




---



##### 



67




---



##### 



provided however
    Conditions to Assignment by Lenders provided
 68




---



##### 



Exhibit D Schedule 1
 Register
 New Notes
 69




---



##### 



Participations provided provided however
 Pledge by Lender
 No Assignment by Borrower
 Disclosure
 70




---



##### 



Amendments to Loan Documents
 Titled Agents.
    
 71




---



##### 



72




---



##### 



THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN OR THEREIN, SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER
FURTHER ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND
ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVES ANY OBJECTION IT
MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWER FURTHER AGREES THAT SERVICE OF PROCESS IN ANY
SUCH SUIT MAY BE MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §18 HEREOF. IN
ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR
ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL OR
ASSETS OF BORROWER OR ANY GUARANTOR EXIST AND THE BORROWER CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §18 HEREOF.
   73




---



##### 



EACH OF THE BORROWER, PARENT, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY WAIVES ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. EACH OF THE BORROWER AND PARENT (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS
AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS §24. EACH OF THE BORROWER AND PARENT ACKNOWLEDGES THAT IT HAS HAD
AN OPPORTUNITY TO REVIEW THIS §24 WITH LEGAL COUNSEL AND THAT EACH OF THE BORROWER AND PARENT
AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.
   74




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provided
   75




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THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT
BETWEEN THE PARTIES ARE SET FORTH BELOW.
     76




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[SIGNATURES BEGIN ON FOLLOWING PAGE]
 77




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IN
WITNESS WHEREOF
 BORROWER:GOLDENBOY ACQUISITION CORP., a Wisconsin corporationBy:Name:Title:(SEAL)PARENT:COGDELL SPENCER, INC., a Maryland corporationBy:Name:Title:(SEAL)




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LENDERS:KEYBANK NATIONAL ASSOCIATION, individually and as AgentBy:Name:Title:Address for Notices:See §18 of Loan Agreement




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BANK OF AMERICA, N.A.By:Name: Scott McClintock
Title: Senior Vice PresidentAddress for Notices:Bank of America, N.A.
100 N. Tyron Street, NC1-007-11-15
Charlotte, North Carolina 28255
Attn: Scott McClintock
Facsimile: (704) 333-2416




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WACHOVIA BANK, NATIONAL ASSOCIATIONBy:Name:Title:Address for Notices:Wachovia Bank, National Association
301 South College Street, NC0172
Charlotte, North Carolina 28288
Attn: Rob MacGregor
Facsimile: (704) 715-0065




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CITICORP NORTH AMERICA, INC.By:Name:Title:Address for Notices:Citicorp North America, Inc.
390 Greenwich Street, 1st Floor
New York, New York 10013
Attn: Bryce Hong
Facsimile: (646) 688-2052




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BRANCH BANKING AND TRUST COMPANYBy:Name:Title:Address for Notices:Branch Banking and Trust Company
200 South College Street, 2nd Floor
Charlotte, North Carolina 28202
Attn: Wright Uzzell
Facsimile: (704) 954-1038




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M&I MARSHALL & ILSLEY BANKBy:Name:Title:Address for Notices:M&I Marshall & Ilsley Bank
One West Main Street
Madison, Wisconsin 53703
Attn: Commercial Banking, Noah Phillips
Facsimile: (608) 283-5713




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EXHIBIT A
  $__________________
    
    March ___, 2008
     A-1




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A-2




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GOLDENBOY ACQUISITION CORP., a Wisconsin corporationBy:Name:Title:(SEAL)
 A-3




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EXHIBIT B
   RECITALS
    AGREEMENT
 Joinder
 Representations and Warranties of Joining Party
 B-1




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Joint and Several
 Further Assurances
 GOVERNING LAW . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION
UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 Counterparts
  B-2




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JOINING PARTY__________________,
a ____________By:Name:Title:[SEAL]ACKNOWLEDGED:KEYBANK NATIONAL ASSOCIATION, as AgentBy:Its:[Printed Name and Title]
 B-3




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EXHIBIT C
  
       F-1




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[GOLDENBOY ACQUISITION CORP.][MEA HOLDINGS, INC.,
as successor by merger to Goldenboy Acquisition Corp.],
a Wisconsin corporationBy:Name:Title:
 F-2




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APPENDIX TO COMPLIANCE CERTIFICATE
 F-3




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EXHIBIT D
    GOLDENBOY ACQUISITION CORP. KEYBANK
NATIONAL ASSOCIATION
   Definitions
 Assignment
   G-1




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Representations and Requests of Assignor
   Representations of Assignee
 G-2




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Section 4(i).
 Payments to Assignor
 Payments by Assignor
 Effectiveness
     Notices
 G-3




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Notice Address:Attn:Facsimile:
 Domestic Lending Office:
    
    Same as aboveEurodollar Lending Office:
    
    Same as above
 Payment Instructions
 Governing Law
 Counterparts
 Amendments
 Successors
  G-4




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ASSIGNEE:By:Title:ASSIGNOR:By:Title:RECEIPT ACKNOWLEDGED AND
ASSIGNMENT CONSENTED TO BY:KEYBANK NATIONAL ASSOCIATION, as AgentBy:Title:CONSENTED TO BY:1[GOLDENBOY ACQUISITION CORP.]
[MEA HOLDINGS, INC., as successor by
merger to Goldenboy Acquisition Corp.],
a Wisconsin corporationBy:Name:Title:
 
 1
    
    Insert to extent required by Credit Agreement. I-1




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EXHIBIT E
  L-1




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SCHEDULE 1
  Name and Address
    
    Commitment
    
    Commitment PercentageKeyBank National Association
    
    $
    20,000,000.00
    
    
    
    20.0
    %127 Public SquareCleveland, Ohio 44114-1306Attention: Dan StegemoellerFacsimile: (770) 510-2195LIBOR Lending OfficeSame as aboveBank of America, N.A.
    
    $
    20,000,000.00
    
    
    
    20.0
    %101 S. Tyron Street, NC1-002-33-87Charlotte, North Carolina 28255Attention: Don WardFacsimile: (704) 333-2416LIBOR Lending OfficeSame as aboveWachovia Bank, National Association
    
    $
    20,000,000.00
    
    
    
    20.0
    %310 S. College Street, NC0172Charlotte, North Carolina 28288Attention: Wes CarterFacsimile: (704) 715-0065LIBOR Lending OfficeSame as aboveBranch Banking and Trust Company
    
    $
    20,000,000.00
    
    
    
    20.0
    %200 S. College Street, 2nd FloorCharlotte, North Carolina 28202Attention: Joy BentonFacsimile: (704) 954-1038LIBOR Lending OfficeSame as above
 L-1




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M&I Marshall & Ilsley Bank
    
    $
    14,000,000.00
    
    
    
    14.0
    %P.O. Box 237Appleton, Wisconsin 54912-0237Attention: Loan ServicingFacsimile: (800) 686-4490LIBOR Lending OfficeSame as aboveCiticorp North America, Inc.
    
    $
    6,000,000.00
    
    
    
    6.0
    %2 Penns WayNewcastle, Delaware 19720Attention: Maryellen WinklerFacsimile: (212) 994-0847LIBOR Lending OfficeSame as above
 L-2




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SCHEDULE 1.1
  1.
    
    MEA Holdings, Inc., a Wisconsin corporation2.
    
    Marshall Erdman & Associates, Inc., a Wisconsin corporation3.
    
    Marshall Erdman Development, LLC, a Wisconsin limited liability company4.
    
    MEA 1, Inc., a Wisconsin corporation




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SCHEDULE 6.3




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SCHEDULE 6.7




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SCHEDULE 6.16




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SCHEDULE 6.22




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SCHEDULE 6.23




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SCHEDULE 6.26