SIXTH AMENDED AND RESTATED
CREDIT AGREEMENT


DATED AS OF MARCH 31, 2005


BY AND AMONG

GABLES REALTY LIMITED PARTNERSHIP,


AS BORROWER,


WACHOVIA CAPITAL MARKETS, LLC,


AS SOLE LEAD
ARRANGER AND SOLE
BOOK RUNNER,


WACHOVIA BANK, NATIONAL ASSOCIATION,


AS
ADMINISTRATIVE AGENT,


PNC BANK, NATIONAL ASSOCIATION,


AS CO-DOCUMENTATION AGENT,


U.S. BANK, NATIONAL ASSOCIATION,


AS CO-DOCUMENTATION AGENT,


BANK OF AMERICA, N.A.,


AS CO‐SYNDICATION AGENT,



WELLS FARGO BANK, N.A.,



AS CO-SYNDICATION AGENT


AND


THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 12.5,


AS LENDERS






















 


 




 


            THIS
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of March 31,
2005 by and among GABLES REALTY LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower"), each of the financial institutions initially a
signatory hereto together with their assignees pursuant to Section 12.5(d)
(collectively, the "Lenders" and individually a "Lender"), and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Agent (the "Agent").


WHEREAS, the Borrower, Gables-Tennessee
Properties, L.L.C. ("Gables-TN"), Wachovia Bank, National Association and
certain other lenders entered into that certain Fifth Amended and Restated
Credit Agreement dated as of February 20, 2003, as amended to date (the "Fifth
Amended Credit Agreement"); and


WHEREAS, Borrower has requested that Agent and
the Lenders amend certain provisions of the Fifth Amended Credit Agreement; and


WHEREAS, Gables-TN has been released as a
borrower under the Fifth Amended Credit Agreement; and


WHEREAS, Agent, Borrower and the Lenders desire
to amend and restate the Fifth Amended Credit Agreement in its entirety;


NOW, THEREFORE, in consideration of the
recitals herein and the mutual covenants contained herein, the parties hereto
hereby amend and restate the Fifth Amended Credit Agreement in its entirety as
follows:


ARTICLE I. DEFINITIONS


Section 1.1     
Definitions.


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


    "Accounts Receivable" means each of the
accounts receivable of the Borrower and its Subsidiaries  which (i) arose in
the ordinary course of business of the Borrower and its Subsidiaries, (ii)
would be classified under GAAP as a current asset on the balance sheet of the
Borrower or such Subsidiary and is not more than 90 days past due under the
original terms and (iii) to the knowledge of the Borrower or such Subsidiary,
is the valid and binding obligation of the account debtor.


    "Additional Costs" has the meaning given
that term in Section 4.1.


    "Adjusted EBITDA" means as of any date
the sum of (a)(i) EBITDA for the most recently ended fiscal quarter of Borrower
multiplied by (ii) four (4), less (b) the Capital Reserve.
























    "Adjusted Eurodollar Rate" means, with
respect to each Interest Period for any LIBOR Loan, the rate obtained by
dividing (a) LIBOR for such Interest Period by (b) a percentage equal
to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if
any, required to be maintained against "Eurocurrency liabilities" as specified
in Regulation D of the Board of Governors of the Federal Reserve System
(or against any other category of liabilities which includes deposits by
reference to which the interest rate on LIBOR Loans is determined or any category
of extensions of credit or other assets which includes loans by an office of
any Lender outside of the United States of America to residents of the United
States of America).


    "Adjusted Gross Asset Value" means as of
any date the sum of (a) Gross Asset Value minus (b) the sum of
(i) the value, to the extent included in Gross Asset Value, of any assets
that are owned or leased by any Excluded Subsidiaries or Unconsolidated
Affiliates, and (ii) the value, to the extent included in Gross Asset
Value, of all Multifamily Properties, Non-Multifamily Properties and
Condominium Properties that are owned or leased by a Qualified Intermediary and
that are consolidated with the assets of Borrower, the Subsidiaries and the
other Loan Parties in accordance with GAAP.


    "Affiliate" means as to any Person: 
(a) any other Person directly or indirectly controlling, controlled by, or
under common control with such Person; (b) any other Person directly or
indirectly owning or holding twenty percent (20.0%) or more of any Equity
Interest in such Person; or (c) any other Person twenty percent (20.0%) or
more of whose voting stock or other Equity Interest is directly or indirectly
owned or held by such Person.  For purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under 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 executive officer or
director of such Person.


    "Agent" means Wachovia Bank, as
contractual representative for the Lenders under the terms of this Agreement,
and any of its successors.


    "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
applicable governmental bodies and all orders and decrees of all courts,
tribunals and arbitrators of any such governmental bodies.


    "Applicable Margin" means at any time
the percentage rate per annum set forth below in the Base Rate Margin column
with respect to Base Rate Loans or the LIBOR Margin column with respect to
LIBOR Loans determined based upon the Credit Rating of Borrower:


Pricing Level                             Base
Rate Margin           
LIBOR Margin


Pricing Level 1                          [-0.25%]                                  0.60%


Pricing Level 2                          [-0.25%]                                  0.70%


Pricing Level 3                          [-0.25%]                                  0.85%


Pricing Level 4                          [-0.25%]                                  1.20%


                                                                             2                                                   
























As of the Agreement Date,
the Applicable Margin is determined based on Pricing Level 2.  Any
issuance, change or withdrawal of a Credit Rating or other circumstance that
would result in a change to a different Pricing Level shall effect a change in
the Applicable Margin, as applicable, on each Performance Pricing Determination
Date (provided that each change in the Applicable Margin as a result of a
change in the Credit Rating shall be effective only for Loans (including
Conversions or Continuations) which are made on or after the date of the
relevant Performance Pricing Determination Date).


    "Assignee" has the meaning given that
term in Section 12.5(d).


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


    "Bankruptcy Code" means Title 11,
U.S.C.A., as amended from time to time or any successor statute thereto.


    "Base Capitalization Rate Index" initially
means 6.77%.  In the event the Capitalization Rate Index is provided to the
Agent on or before the March 20th, June 20th, September
20th or December 20th, as applicable, immediately
preceding a Recalculation Date for the twelve (12) month period ending the
month immediately preceding the month in which such Recalculation Date occurs
in accordance with the terms of the Capitalization Rate Index Agreement, the
Base Capitalization Rate Index shall, after the recalculation of the
Capitalization Rate as provided in the definition of Capitalization Rate on the
Recalculation Date, be adjusted to be the Capitalization Rate Index as set
forth in such Capitalization Rate Index Report.  By way of example, if the
initial Base Capitalization Rate Index is 6.77%, and on June 20, 2005 the Capitalization Rate Index is 6.98% for the twelve‐month period ending May 31, 2005, the new Capitalization Rate thereafter would be 6.98% until the same is
recalculated as provided herein and the Base Capitalization Rate Index would be
reset to 6.98%.


    "Base Rate" means the per annum rate of
interest equal to the greater of (a) the Prime Rate or (b) the
Federal Funds Rate plus one‐half of one percent (0.5%).  Any change in
the Base Rate resulting from a change in the Prime Rate or the Federal Funds
Rate shall become effective as of 12:01 a.m. on the Business Day on which each
such change occurs.  The Base Rate is a reference rate used by the Lender
acting as the Agent in determining interest rates on certain loans and is not
intended to be the lowest rate of interest charged by the Lender acting as the
Agent or any other Lender on any extension of credit to any debtor.


    "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.


    "Bond Enhanced Debt" means as of any
date the sum of (a) the Indebtedness under the Tax Exempt Bonds of the Borrower
and its Subsidiaries determined on a consolidated basis, plus (b) Borrower's
and its Subsidiaries' pro rata share of the Indebtedness under Tax Exempt Bonds
of its Unconsolidated Affiliates (other than Excluded Unconsolidated
Affiliates) but without double-counting.


    "Bond Enhancement Value" means as of any
date the lesser of (a) $12,209,260 or (b) the sum of (i) (A)
total Bond Enhanced Debt multiplied by (B) .01 (or one percent), divided
by (ii) the Capitalization Rate.


    "Borrower" has the meaning set forth in
the introductory paragraph hereof.


                                                                            
3                                                 

























    "Business Day" means (a) any day
other than a Saturday, Sunday or other day on which banks in Charlotte, North
Carolina or New York, New York 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.


    "Capital Reserve" means with respect to
the Multifamily Properties and Non-Multifamily Properties now or hereafter
owned, or occupied under a Ground Lease, by Borrower, any of the Subsidiaries
or any other Loan Party, an annual capital replacement reserve in the amount
equal to $200 multiplied by the aggregate number of apartment units within such
Properties.  Notwithstanding the foregoing, Capital Reserves will not apply to
any such Multifamily Properties or Non-Multifamily Properties which are not
also Completed Properties.                                                                        











    "Capitalization Rate" means initially
6.77%; provided, however, that on the Recalculation Date, the Capitalization
Rate shall be increased or decreased, as applicable, by the amount (expressed
in basis points), if any, by which the Capitalization Rate Index as reported in
the month in which such Recalculation Date occurs for the twelve (12) month
period ending the month immediately preceding the month in which such
Recalculation Date occurs exceeds or is less than, as applicable, the Base
Capitalization Rate Index.  By way of example, if the Capitalization Rate Index
as reported for the month of June, 2005 for the twelve (12) month period ending
May 31, 2005 is 6.98%, then the new Capitalization Rate would be 6.98%; and if
the Capitalization Rate Index as reported for the month of June, 2005 for the
twelve (12) month period ending May 31, 2005 is 6.80%, then the new
Capitalization Rate would be 6.80%.  No adjustment or recomputation,
retroactive or otherwise, shall be made to the Capitalization Rate as a result
of a subsequent revision or change in the Capitalization Rate Index for the
applicable period published in a later Capitalization Rate Index Report.  The
Capitalization Rate, as the same may be adjusted as provided above, shall be
effective as of each Recalculation Date.  Notwithstanding the foregoing, if for
any reason the Capitalization Rate Index Report due in the month of a
Recalculation Date for the twelve (12) month period ending the month
immediately preceding the month in which such Recalculation Date occurs is not
provided to Agent on or before the 20th day of the month in which
such Recalculation Date occurs, or Agent reasonably determines that the
Capitalization Rate Index is not being prepared consistent with the terms of
the Capitalization Rate Index Agreement, then Borrower and Agent shall
negotiate in good faith to determine a replacement Capitalization Rate Index
acceptable to Borrower, Agent and the Requisite Lenders and to enter into such
agreements acceptable to Borrower, Agent and the Requisite Lenders to provide
for the delivery of the same to the Agent and the Lenders.  The costs of obtaining
a replacement Capitalization Rate Index shall be the sole responsibility of
Borrower.  In the event that Borrower, Agent and the Requisite Lenders are
unable on or before the date that is fifty (50) days following such
Recalculation Date to agree upon the replacement Capitalization Rate Index and
enter into such agreements as described above and modifications to this
Agreement and as may be required by the Agent in connection with the same, then
the Capitalization Rate shall be the rate as specified by the Requisite Lenders
in the exercise of their good faith discretion at any time thereafter as the
Capitalization Rate (which Capitalization Rate shall be effective when so
designated), and the Requisite Lenders may designate a new Capitalization Rate
each Recalculation Date thereafter (provided, however, that Borrower and Agent
shall first negotiate in good faith to determine each such new Capitalization
Rate, provided further that any such new Capitalization Rate shall be subject
to the approval of the Requisite Lenders in the exercise of their good faith
discretion, and in the absence of reaching agreement in respect of any such new
Capitalization Rate, the Requisite Lenders shall exercise their good faith
discretion in determining such new Capitalization Rates).  In no event shall
the Capitalization Rate be reduced below 6.75% or increased above 8.25%.  For
clarification, at all times that the Capitalization Rate Index is below 6.75%,
the Capitalization Rate shall be 6.75%, and at all times that the Capitalization
Rate Index is above 8.25%, the Capitalization Rate shall be 8.25%.  If the
Capitalization Rate is at the minimum and the Capitalization Rate Index is at
or reduced below the minimum Capitalization Rate, the Capitalization Rate shall
not increase until such time as the Capitalization Rate Index exceeds the
minimum Capitalization Rate.

 


 


                                                                           
4                                                













    "Capitalization Rate Index" shall mean
the Market Cap Rate Index for Apartments determined by RCA pursuant to the
Capitalization Rate Index Agreement by averaging the unleveraged initial
capitalization rates for all third-party apartment sales transactions reported
to RCA to Agent and Borrower for the twelve (12) month period most recently
ended, as prepared and calculated pursuant to the Capitalization Rate Index
Agreement and delivered to the Agent in the Capitalization Rate Index Report.


    "Capitalization Rate Index Agreement"
means the letter agreement among Agent, Borrower and RCA providing for the
preparation and delivery by RCA of the Capitalization Rate Index and the
Capitalization Rate Index Report to Agent and Borrower.


    "Capitalization Rate Index Report" means
the quarterly report prepared by RCA pursuant to the Capitalization Rate Index
Agreement setting forth the Capitalization Rate Index and the other information
required by the Capitalization Rate Index Agreement.


    "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 as would be required to
be reflected on the balance sheet prepared in accordance with GAAP of the
applicable Person as of the applicable date.


    "Cash Equivalents" means: 
(a) securities issued, guaranteed or insured by the United States of
America or any of its agencies with maturities of not more than two years from
the date acquired; (b) certificates of deposit with maturities of not more
than two years from the date acquired which are issued by a United States
federal or state chartered commercial bank of recognized standing, or a
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development, or a political
subdivision of any such country, acting through a branch or agency, which bank
at the time of the acquisition thereof has capital and unimpaired surplus in
excess of $500,000,000 and which bank or its holding company at the time of the
acquisition thereof has a short‐term commercial paper rating of at least
A‐2 or the equivalent by S&P or at least P‐2 or the equivalent
by Moody's; (c) reverse repurchase agreements with terms of not more than
seven days from the date acquired, for securities of the type described in
clause (a) above and entered into only with commercial banks having the
qualifications described in clause (b) above; (d) commercial paper
issued by any Person incorporated under the laws of the United States of
America or any State thereof and rated at the time of the acquisition thereof
at least A‐2 or the equivalent thereof by S&P or at least P‐2
or the equivalent thereof by Moody's, in each case with maturities of not more
than two years from the date acquired; and (e) investments in money market
or other mutual funds registered under the Investment Company Act of 1940,
which have at the time of the acquisition thereof net assets of at least
$500,000,000 and at least 85% of whose assets consist of securities and other
obligations of the type described in clauses (a) through (d) above.


                                                                            
5                                               


 
























    "Change of Control" means the occurrence
of any of the following:


(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")) 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 more than
thirty-three percent (33%) of the total voting power of the then
outstanding voting stock of GBP;


(b)        as of any date a majority of the
Board of Trustees of GBP consists of individuals who were not either (i)
directors of GBP as of the corresponding date of the previous year, (ii)
selected or nominated to become directors by the Board of Trustees of GBP of
which a majority consisted of individuals described in clause (b)(i) above, or
(iii) selected or nominated to become directors by the Board of Trustees
of GBP of which a majority consisted of individuals described in clause (b)(i)
above and individuals described in clause (b)(ii), above;


(c)        GBP fails to directly own all of the
Equity Interests of General Partner;


(d)        General Partner fails to directly
own an Equity Interest in Borrower, shall fail to be the sole general partner
of Borrower, or shall fail to control the management and policies of Borrower;
or


(e)        GBP fails to own, directly or indirectly,
at least fifty-five percent (55%) of the Equity Interests of Borrower.


    "Co-Documentation Agent"  means PNC
Bank, National Association and U.S. Bank, National Association.


    "Collateral Account" means a special non‐interest
bearing deposit account maintained by the Agent at the Principal Office and
under its sole dominion and control.


    "Commitment" means, as to each Lender, such
Lender's obligation  to make Revolving Loans pursuant to Section 2.1, to issue
(in the case of the Issuing Lender) or participate in (in the case of the other
Lenders) Letters of Credit pursuant to Section 2.4 and to participate in
Swingline Loans pursuant to Section 2.2, to an amount up to, but not exceeding
(but in the case of the Lender acting as the Issuing Lender excluding the
aggregate amount of participations in the Letters of Credit held by other
Lenders), the amount set forth for such Lender on its signature page hereto as
such Lender's "Commitment Amount" or as set forth in the applicable Assignment
and Acceptance Agreement, as the same may be reduced from time to time pursuant
to Section 2.12, increased pursuant to Section 2.15, or as appropriate to
reflect any assignments to or by such Lender effected in accordance with
Section 12.5.


    "Commitment Percentage" means, as to
each Lender, the ratio, expressed as a percentage, of (a) the amount of
such Lender's Commitment to (b) the aggregate amount of the Commitments of
all Lenders hereunder; provided, however, that if at the time of determination
the Commitments have terminated or been reduced to zero, the "Commitment
Percentage" of each Lender shall be the Commitment Percentage of such Lender in
effect immediately prior to such termination or reduction.


                                                                             6                                                   

























    "Competitive Advance" means a Loan made
to Borrower by any Lender not determined by that Lender's Commitment Percentage
pursuant to Section 2.3.


    "Competitive Advance Note" means the
promissory note made by Borrower in favor of a Lender to evidence the
Competitive Advances made by that Lender, substantially in the form of Exhibit
B.


    "Competitive Bid" means a written bid to
provide a Competitive Advance substantially in the form of Exhibit C,
signed by a Responsible Officer of a Lender and properly completed to provide
all information required to be included therein.


    "Competitive Bid Request" means a
written request submitted by Borrower to the Agent to provide a Competitive
Bid, substantially in the form of Exhibit D signed by a Responsible
Officer of Borrower and properly completed to provide all information required
to be included therein.


    "Completed Property" means any
Multifamily Property (or phase of a Multifamily Property) that constituted
Construction-in-Process until the first to occur of (a) eighteen (18)
months following completion of such Multifamily Property (or phase thereof) as
evidenced by the issuance of a temporary or permanent certificate of occupancy
(whichever occurs first) for such Multifamily Property or any phase thereof,
and (b) the first day of the first fiscal quarter following the date on
which such Multifamily Property (or phase thereof) is at least eighty‐five
percent (85%) occupied by tenants who are paying rent under executed leases.


    "Compliance Certificate" has the meaning
given that term in Section 8.3.


    "Condominium Conversion" means the
conversion of a completed Multifamily Property into residential condominium
units which will be deemed to have occurred once both of the following have
occurred:  (i) notice of the conversion to a condominium has been sent to
the tenants of such Multifamily Property if required by Applicable Law and
(ii) a declaration of condominium or other similar document with respect
to such Multifamily Property has been filed with the applicable Governmental
Authority.


    "Condominium Property" means a completed,
operating Multifamily Property that is the subject of a Condominium Conversion
into residential condominium units for the purpose of sale of units therein.  A
Condominium Property shall not include a property that is new construction or
the substantial renovation of an existing Multifamily Property.























    "Condominium Property Value" means, as
of any date of determination, the sum of the following:  (a) the sum of
(i) the Net Operating Income attributable to such Condominium Property for
the fiscal quarter ending immediately prior to the conversion of such
Condominium Property multiplied by four (4) and divided by the Capitalization
Rate, plus (ii) the cost of capital improvements made to such
Condominium Property in connection with such conversion, which amount pursuant
to this clause (ii) shall not as to any Condominium Property exceed twenty‐five
percent (25%) of the amount determined in accordance with the preceding clause
(a) (i) with respect to such Condominium Property, minus (b) ninety
percent (90%) of the gross actual contractual sales price of each individual
condominium unit sale from such Condominium Property prior to any deductions
for commissions, fees and any other expenses.  Notwithstanding the foregoing,
no value will be attributed to any Condominium Property twenty‐four (24)
months after the Condominium Conversion.  In addition, no value shall be
attributable to a Condominium Property at any time following the earlier of the
date on which (x) all condominium units within such Condominium Property
have been sold or otherwise conveyed, (y) the management of such
Condominium Property has been turned over to such Condominium Property's
homeowner's association or similar entity or (z) less than ten percent
(10%) of the residential units with such Condominium Property remain unsold.


                                                                            
7                                                













 


    "Consolidated Income Available for
Distribution" means, in any period of four (4) fiscal quarters, the sum of
the following for such period, calculated on a consolidated basis for the Borrower
and its Subsidiaries:  (i) EBITDA, less (ii) GAAP Interest
Expense less (iii) letter of credit fees on Tax Exempt Bonds, plus
(iv) economic gains from sales of assets (defined as net cash proceeds from the
sale of such assets less the cumulative cash invested in such assets
that has been capitalized in accordance with GAAP), less
(v) economic losses from sales of assets (calculated as provided in clause
(iv) above), plus (vi) the net cash proceeds associated with any
extraordinary, unusual or nonrecurring gains included in calculating net
income, less (vii) the net cash payments associated with any
extraordinary, unusual or nonrecurring losses included in calculating net
income.


    "Consolidated Indebtedness" means at any
date the Indebtedness of the Borrower, its Subsidiaries and the other Loan
Parties (excluding Indebtedness of GDTRS), determined on a consolidated basis
as of such date. 


    "Construction-in-Process" means at any
time on a consolidated basis for a Person and its Subsidiaries, the sum of all
cash expenditures for land and improvements (including indirect costs
internally allocated and development costs) on all properties that are under
construction or with respect to which construction is reasonably anticipated to
commence within eighteen (18) months of the relevant determination. 
Construction-in-Process shall include, without limitation, land and other
capitalizable costs with respect to which such Person is engaging in
pre-development work or is in the development or construction permitting
process.  By way of clarification, Construction-in-Process shall include all
such cash expenditures for land and improvements incurred by or on behalf of a
Qualified Intermediary which is consolidated with any such Person in accordance
with GAAP.  In the event that all or a portion of the Construction-in-Process is
held by a Qualified Intermediary and such Qualified Intermediary becomes
subject to any bankruptcy or insolvency proceedings, then the
Construction-in-Process held by such Qualified Intermediary shall be deemed to
be zero dollars ($0) during the pendency of such proceedings.                                                                   











    "Contingent Liabilities" as to any
Person, but without duplication of any amount included or includable in items
(a) through (h) of Indebtedness, as applied to any obligation, mean and include
liabilities or obligations with respect to:  (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 any
payment obligation in respect of any  Indebtedness; (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 of any part or all of
any payment obligation in respect of any Indebtedness, whether by: 
(i) the purchase of securities or obligations primarily for the purpose of
assuring the owner of such Indebtedness of the payment of such Indebtedness,
(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 Indebtedness to make any payment of or on account of any
part or all of such Indebtedness, or assuring the


         
8                                             













owner of such Indebtedness
against loss, (iii) the supplying of funds to or in any other manner investing
in the obligor with respect to such Indebtedness so as to enable the obligor to
pay such Indebtedness, the primary purpose of which is to assure the payment of
such Indebtedness to the holder thereof, or to protect such owner against loss
in respect thereof, (iv) repayment of amounts drawn down 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 with respect to any Indebtedness or indemnifying or holding
harmless, in any way, such Person against loss with respect to such
Indebtedness; (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 arrangement as and to the extent
such liabilities or obligations are required to be included as liabilities on
the balance sheet of such Person in accordance with GAAP, (d) all obligations
of such Person with respect to any take-out commitment to the extent all
conditions to such commitment have been satisfied or waived net of asset value
(but not less than zero); (e) all obligations of such Person with respect to
any forward equity commitment; (f) purchase obligations to the extent all
conditions to such purchase have been satisfied or waived net of asset value
(but not less than zero); and (f) Derivative Obligations (but excluding forward
equity commitments, which are to be included in clause (e) above) as and to
the extent such liabilities or obligations are required to be included as
liabilities on the balance sheet of such Person in accordance with GAAP; and
(h) all obligations under performance and/or completion guaranties (or other
agreements the practical effect of which is to assure performance or completion
of such obligations) as and to the extent such obligations are required to be
included as liabilities on the balance sheet of such Person in accordance with
GAAP.  Notwithstanding anything to the contrary contained herein, Contingent
Liabilities should not be deemed to include (x) guaranties of unadvanced
funds under any indebtedness of any Person, including under any construction
loans or lines of credit, to the extent the same amount have not been drawn, or
(y) any amounts under (h) above, unless and until a claim for payment has
been made thereunder, at which time any such guaranty of such performance
and/or completion shall be deemed to be a Contingent Liability in an amount
equal to such claim.  In addition, an obligation to purchase property in the
ordinary course of a Person's business (and not made primarily to assure the
payment of, or to enable a Person to pay, Indebtedness), which includes the
issuance of equity in such Person as consideration for such purchase (such as
the issuance of units in an operating partnership) shall be only included
within clause (f) above.


    "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.


    "Contribution Agreement" means the
Contribution Agreement of even date herewith in substantially the form of Exhibit
E to be executed by the Borrower and the Guarantors.


    "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.


    "Co‐Syndication Agent" means Bank
of America, N.A. and Wells Fargo Bank, N.A.


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


                                                                            
9                                                

























    "Credit Rating" means the lowest rating
assigned by a Rating Agency to each series of rated senior unsecured,
non-credit enhanced long term indebtedness of the Borrower (or if no such debt
exists, its issuer credit rating for debt of such type).  If, at any time after
Borrower obtains a Credit Rating, (a) the rating system of any of the
Rating Agencies (as opposed to the rating of the Borrower) shall change, or (b) any
of the Rating Agencies shall no longer perform the functions of a securities
rating agency, then the Borrower and the Agent shall promptly negotiate in good
faith to amend the reference to the specific ratings in this Agreement for the
determination of the Pricing Level, and pending such amendment, the applicable
rating in effect as of the date the event described in this paragraph occurred
shall continue to apply.


    "Debt Service" means, for any period,
the sum of:  (a) Interest Expense of the Borrower, its  Subsidiaries and the other Loan Parties determined on a consolidated
basis for such period plus (b) all regularly scheduled principal
payments made with respect to Indebtedness of the Borrower, its Subsidiaries
and the other Loan Parties during such period, other than any balloon, bullet
or similar principal payment which repays or discharges such Indebtedness in
full or, to the extent not pursuant to an amortization schedule which requires
two or more periodic payments of principal, a significant part.  Debt Service
shall include the portion of rent payable by the Borrower, any of its
Subsidiaries or any other Loan Party during such period under Capitalized Lease
Obligations that should be treated as principal under GAAP.


    "Default" means any of the events
specified in Section 10.1, 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.


    "Derivative Obligations" means all
obligations of any Person under Interest Rate Agreements and all other
obligations of such Person in respect of any interest rate swap transaction,
basis swap, forward rate transaction, commodity swap, commodity option, equity
or equity index swap, forward equity transaction, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, forward transaction, collar transaction, currency swap,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.


    "Dollars" or "$" means the lawful
currency of the United States of America.                                            



























    "EBITDA" with respect to the Borrower
and its Subsidiaries (or any asset of Borrower or such Subsidiary) for any
period means (without duplication) an amount, determined on a consolidated
basis, equal to the sum of (a) the net income (or loss) (including net
income attributable to the rental of units of Condominium Properties after the
Condominium Conversion but prior to the sale thereof) of such Persons (or
attributable to such asset) for such period before their income (or loss) from
Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates) and
before minority interests plus (b) depreciation and amortization,
interest expense, preferred dividends, federal and state income taxes, and any
extraordinary or non-recurring losses (including impairment charges) deducted
in calculating such net income, including losses from unusual items, asset
dispositions, debt refinancings or debt forgiveness, minus (c) any
extraordinary or non-recurring gains included in calculating such net income,
including gains from unusual items, asset dispositions, debt refinancings or
debt forgiveness, plus (d) non‐cash expenses associated with
stock compensation of such Persons deducted in calculating such net income, plus
(e) Borrower's pro rata share of EBITDA from its Unconsolidated Affiliates
(other than Excluded Unconsolidated Affiliates), all as determined in
accordance with GAAP.  EBITDA shall in no event include any income, gain or
loss, in any case, realized on the sale of any portion of a Condominium
Property.


                              
10                                                













    "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 5.1 shall have been fulfilled or
waived in writing by the Requisite Lenders.


    "Eligible Assignee" means any Person who
is: (i) currently a Lender; (ii) a commercial bank, trust company,
insurance company, investment bank or pension fund organized under the laws of
the United States of America, or any state thereof, and having total assets in
excess of $5,000,000,000; (iii) a savings and loan association or savings
bank organized under the laws of the United States of America, or any state
thereof, and having a tangible net worth of at least $500,000,000; or
(iv) a commercial bank organized under the laws of any other country which
is a member of the Organization for Economic Cooperation 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 or agency
located in the United States of America.


    "Eligible QI Cash and Cash Equivalents"
means at any time the sum of (a) the proceeds from the sale of Properties
by the Borrower or a Subsidiary which are held by a Qualified Intermediary as
cash or Cash Equivalents in a "qualified escrow account" within the meaning of
the regulations issued pursuant to Section 1031 of the Internal Revenue
Code as cash or Cash Equivalents pursuant to an exchange agreement intended for
the purposes of implementing a tax deferred exchange transaction under
Section 1031 of the Internal Revenue Code, minus (b) all
costs, expenses and other obligations incurred by or owing to such Qualified
Intermediary or any other Person which are to be paid from such qualified
escrow account prior to or at the time of the disbursement of the proceeds from
such qualified escrow account by the Qualified Intermediary.  In the event
(i) all or a portion of the cash or Cash Equivalents held by the Qualified
Intermediary become subject to any Lien or (ii) the Qualified Intermediary
becomes subject to any bankruptcy or insolvency proceedings, then with respect
to clause (i) above, the value of the cash or Cash Equivalents subject to such
Lien shall be reduced by the principal amount of such Lien, and with respect to
clause (ii) above, the cash or Cash Equivalents held by such Qualified
Intermediary shall be deemed to be zero dollars ($0).


    "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. § 7401 et seq.; Federal
Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901
et seq.; Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. §
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 (other than a
security constituting Indebtedness) 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.


  
11                                        













    "Equity Issuance" means any issuance by
a Person of any Equity Interest and shall in any event include the issuance of
any Equity Interest upon the conversion or exchange of any security
constituting Indebtedness that is convertible or exchangeable, or is being
converted or exchanged, for Equity Interests.


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


    "ERISA Group" means the Borrower, GBP,
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, GBP or any of their respective Subsidiaries, are
treated as a single employer under Section 414 of the Internal Revenue
Code.


    "Event of Default" means any of the
events specified in Section 10.1, provided that any requirement for notice
or lapse of time or any other condition has been satisfied.


    "Excluded Property" means any Property
that is not located entirely in a state within the  contiguous 48 states of the
continental United States or the District of Columbia.


    "Excluded Subsidiary" means any
Subsidiary (a) (i) which has a legal structure and capitalization intended
to make such entity a single purpose, "bankruptcy remote" entity; (ii) for
which none of the Borrower, GBP, any of their respective Subsidiaries (other
than another Excluded Subsidiary) or any other Loan Party has any Contingent
Liability or is otherwise liable with respect to any of the Indebtedness of
such Subsidiary or has any direct obligation to maintain or preserve such
Subsidiary's financial condition or to cause such Subsidiary to achieve any
specified levels of operating results, except
for customary exceptions for fraud, misapplication of funds, environmental
indemnities, and other similar exceptions from non‐recourse liability;
and (iii) which is directly obligated for any Secured Indebtedness; or (b)
which is not a Wholly Owned Subsidiary.


    "Excluded Unconsolidated Affiliate"
means any Unconsolidated Affiliate of Borrower or its Subsidiaries which is required
by GAAP to be accounted for by Borrower by the cost method of accounting.


    "Facility Fee" means the per annum
percentage in the table set forth below corresponding to the Pricing Level at
which the "Applicable Margin" is determined in accordance with the definition
thereof:


Pricing Level                                         Applicable
Facility Fee Percentage


Pricing Level 1                                                  0.15%                    



























Pricing Level 2                                                  0.15%


Pricing Level 3                                                  0.20%


Pricing Level 4                                                  0.30%

 


         
12                                               













Changes in the Facility Fee resulting from a change
in a Pricing Level shall become effective as of the Performance Pricing
Determination Date.  As of the Agreement Date, the Facility Fee is determined
based on Pricing Level 2.


    "Fair Market Value" means, with respect
to (a) a security listed on a principal national securities exchange, the
price of such security as reported on such exchange by any widely recognized
reporting method customarily relied upon by financial institutions, and
(b) with respect to any other property, 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.


    "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 Agent by federal funds dealers selected by the
Agent on such day on such transaction as determined by the Agent.


    "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 Agent or any Lender hereunder or under any other Loan
Document.


    "Fifth Amended Credit Agreement" has the
meaning given that term in the recitals.


    "Fixed Charges" means, for any period,
the sum (without duplication) of (a) Debt Service for such period and
(b) Preferred Dividends for such period.  Fixed Charges shall include,
without duplication, the Borrower's and its Subsidiaries' pro rata share of
Fixed Charges of its Unconsolidated Affiliates (other than Excluded
Unconsolidated Affiliates).


    "Floating Rate Debt" means all
Indebtedness for borrowed money of the Borrower, its Subsidiaries and the other
Loan Parties which bears interest at fluctuating rates (and in any event shall
include all Loans and other Indebtedness of the Borrower under any of the Loan
Documents) and for which the Borrower, such Subsidiary or such other Loan Party
has not obtained Interest Rate Agreements which Interest Rate Agreements
effectively cause such variable rates to be equivalent to, or to be capped at,
fixed rates.                                                                 



























    "GAAP" means U.S. 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 Agreement Date.

 


        
13                                                













    "GAAP Interest Expense" means with
respect to the Borrower, its Subsidiaries and the other Loan Parties for any
period of time determined on a consolidated basis, the sum of (a) the
Interest Expense of such Persons for such Period minus (b) capitalized
interest not funded by a construction loan which is included in calculating
such Interest Expense.


    "Gables GP, Inc." means Gables GP, Inc.,
a Texas corporation.


    "Gables Group" means, taken as a whole,
GBP, General Partner, the Borrower, the other Loan Parties and the
Subsidiaries.


    "GBP" means Gables Residential Trust, a Maryland trust.


    "GDTRS" collectively means (to the
extent and for so long as designated in writing delivered to Agent as a GDTRS
by Borrower) any one or more of the following:  (a) a TRS directly or
indirectly owned by Borrower or (b) any entity directly or indirectly
wholly-owned by a TRS of Borrower; each of which entity's purpose is to
directly or indirectly through a joint venture acquire, construct, develop,
own, finance, rehabilitate, renovate, lease, manage and dispose of Multifamily
Properties and other activities incidental thereto.  It is acknowledged and
agreed that (i) there may be TRSs which either do not qualify as GDTRSs based
upon their purpose or are not designated in writing to Agent by Borrower as
GDTRSs and (ii) there may at any time and from time to time be any number of
GDTRSs provided that the other requirements in respect of GDTRSs under this
Agreement shall remain satisfied.


    "GDTRS Asset Value" means the sum of all
the cash expenditures for land and improvements (including indirect costs
internally allocated and development costs) determined in accordance with GAAP
on all Multifamily Properties of GDTRS whether under development or completed.


    "GDTRS Investment" means the cash
contributed, loaned or advanced to GDTRS by Borrower and its Subsidiaries.


    "General Partner" means Gables GP, Inc.


    "Governing
Documents" of any Person means the declaration of trust, certificate or
articles of incorporation, by-laws, partnership agreement or operating or
members agreement, as the case may be, and any other organizational or
governing documents, of such Person.


    "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.


                                                                           
14                                                

























    "Gross Asset Value" on a consolidated basis
for Borrower, and its Subsidiaries, shall mean as of any date of determination
the sum (without duplication) of the following:


(a)                
the sum of (i) the Adjusted EBITDA (excluding any EBITDA attributable to
assets included within clauses (b)-(j) of this definition), as determined for
the fiscal quarter just ended prior to the date of determination, divided by
(ii)  the Capitalization Rate; plus


(b)                
the GAAP book value of Properties which have been owned or leased
pursuant to a Ground Lease by Borrower or any Subsidiary for less than six (6)
full fiscal quarters; plus


(c)                
the Bond Enhancement Value as of the date of determination; plus


(d)                
the GAAP book value of Unimproved Land, Notes Receivable, Accounts
Receivable and Investments in Excluded Unconsolidated Affiliates of Borrower
and its Subsidiaries; plus


(e)                
the GAAP book value of Construction-in-Process of the Borrower and its
Subsidiaries for any Multifamily Property or Non-Multifamily Property that is
not a Completed Property; plus


(f)                
the aggregate amount of the unpledged portion of all unrestricted cash
and Cash Equivalents of Borrower and its Subsidiaries; plus


(g)                
the aggregate amount of Eligible QI Cash and Cash Equivalents of  Borrower
and its Subsidiaries; plus


(h)                
the Condominium Property Value as of the date of determination; plus


(i)                
the Borrower's and its Subsidiaries' pro rata share of the preceding
items of any Unconsolidated Affiliate of the Borrower or its Subsidiaries which
Unconsolidated Affiliate is not included under clause (d) above (determined in
a manner consistent with the foregoing); plus


(j)                
the Borrower's and its Subsidiaries' GDTRS Investment; plus


(k)                
the GAAP book value of Investments made in accordance with Section
9.3(g) hereof.


Notwithstanding the
foregoing, the amount included under clause (g) above shall not at any time
exceed ten percent (10%) of Gross Asset Value.  Any income or asset
attributable to GDTRS shall only be counted under clause (j) above.  Gross Asset
Value shall be calculated on a pro forma basis as if assets acquired during the
relevant period were owned as of the beginning of the relevant period, and all
assets disposed of during the relevant period were not owned during any portion
of the relevant period.


    "Ground Lease" means collectively the
Short‐Term Ground Leases and the Long‐Term Ground Leases.


    "Guarantor" means
GBP, General Partner and any other Person that is now or hereafter a party to
the Guaranty as a "Guarantor".

15
























    "Guaranty" means the Guaranty Agreement
of even date herewith in substantially the form of Exhibit F to be
executed by the Guarantors as of the Agreement Date.


    "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
"contaminant", "hazardous substances", "hazardous materials", "hazardous
wastes", "pollutant", "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; (e) electrical equipment which contains any
oil or dielectric fluid containing levels of polychlorinated biphenyls in
excess of fifty parts per million; and (f) any other chemicals, materials
or substances regulated pursuant to any Environmental Law.


    "Indebtedness" of any Person means at
any date, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments (but excluding such obligations
to the extent of principal amounts reflected as restricted cash that are
escrowed or maintained in a trust or escrow account or other fund with one or
more trustees relating to Tax Exempt Bonds pursuant to the applicable indenture
or other agreement pertaining to such obligations), (c) all obligations of
such Person to pay the deferred purchase price of property or services,
(d) Capitalized Lease Obligations of such Person, (e) all obligations
of such Person to reimburse any bank or other Person in respect of amounts
payable under a banker's acceptance, (f) all obligations with respect to
Redeemable Preferred Stock of such Person, (g) all obligations of such
Person to reimburse any bank or other Person in respect of amounts paid or to
be paid or to be paid under a letter of credit or similar instrument,
(h) all obligations of others secured by a Lien on any asset of such
Person, whether or not such obligations are assumed by such Person, and
(i) all Contingent Liabilities of such Person; provided, however,
that to the extent such Person has liabilities with respect to (u) trade
accounts payable arising in the ordinary course of business that are not
outstanding more than thirty (30) days past the due date as provided in the
invoice relating thereto, (v) dividends accrued but not paid by such
Person, (w) retainage held by such Person for Construction-in-Process,
(x) interest payable by such Person for credit on trade accounts payable
in the ordinary course of business in good standing, (y) real estate
property taxes payable by such Person, and (z) tenant security deposits
held by such Person, then Indebtedness shall only include the amount by which
(1) (A) the aggregate sum of the liabilities described in clauses (u), (v),
(w), (x), (y) and (z) minus (B) the sum of (i) the amount held
in escrow deposits with banks or other financial institutions or held by Borrower
as restricted cash in accordance with GAAP for payment of real estate property
taxes included in clause (y) to the extent such taxes are not delinquent, plus (ii)
the cash amount of tenant security deposits held by such Person in segregated
accounts and reflected as restricted cash in accordance with GAAP together with
interest thereon, in each case to the extent the corresponding assets for the
items described in (u), (v), (w), (x), (y) and (z) are not included in Gross
Asset Value, exceeds (2) $50,000,000.


    "Intellectual Property" has the meaning
given that term in Section 6.1(r).

16


                                                                      

























    "Interest Expense" means, with respect
to the Borrower, its Subsidiaries and the other Loan Parties for any period of
time, (a) the interest expense, whether paid, accrued or capitalized
(without deduction of consolidated interest income) of such Person for such
period plus (b) recurring fees (such as recurring issuer, trustee and
credit enhancement fees), whether paid or accrued, in connection with Tax
Exempt Bonds or other credit enhanced Indebtedness of such Person for such
period plus (c) such Persons' pro rata share of Interest Expense of
its Unconsolidated Affiliates (other than Excluded Unconsolidated Affiliates). 
Interest Expense shall not include capitalized interest funded under a
construction loan.


    "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 7,
30, 60, 90, 180, 270 or 360 days 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 of 30, 60, 90, 180, 270 or 360
day's duration that commences on the last Business Day of a calendar month
shall end on the last Business Day of the appropriate subsequent calendar
month. Notwithstanding the foregoing:  (i) no Interest Period shall end
after the Termination Date; and (ii) 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 next preceding Business Day).


    "Interest Rate Agreement" means any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar contractual agreement or arrangement entered into
with a nationally recognized financial institution then having a Credit Rating
of BBB-/Baa3 (or equivalent) or higher from both Rating Agencies for the
purpose of protecting against fluctuations in interest rates.


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


    "Investment" means, (x) with
respect to any Person, any acquisition or investment (whether or not of a
controlling interest) by such Person, by means of any of the following: 
(a) the purchase or other acquisition of any Equity Interest in another
Person, (b) a loan, advance or extension of credit to, capital contribution to,
Contingent Liabilities with respect to 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 and (y) with respect to any Property or other asset, the
acquisition thereof.  Any binding commitment to make an Investment in any other
Person, as well as any binding option of another Person to require an
Investment in such 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.


    "Issuing Lender" means Wachovia Bank in
its capacity as the Lender issuing the Letters of Credit and its successors and
assigns.


    "Joinder Agreement" means the joinder
agreement with respect to the Guaranty and the Contribution Agreement to be
executed and delivered pursuant to Section 7.12 by any additional Guarantor,
substantially in the form of Exhibit G.

17
























    "Lead Arranger" means Wachovia Capital
Markets, LLC.


    "L/C Commitment Amount" equals $25,000,000.


    "Lender" means each financial institution
from time to time party hereto as a "Lender", together with its respective
successors and permitted assigns.  The Issuing Lender shall also be a Lender.


    "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 Agent in
writing from time to time.


    "Letter of Credit" means an irrevocable
standby letter of credit in respect of obligations of the Borrower or a
Subsidiary incurred pursuant to contracts made or performances undertaken or to
be undertaken in the ordinary course of such Person's business which is payable
upon presentation of a sight draft and other documents described in the letter
of credit, if any, as originally issued pursuant to this Agreement or as
amended, modified, extended, renewed or supplemented, and individually any one
of them.


    "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 acting
as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in
an amount equal to its participation interest in the related Letter of Credit
under Section 2.4, and the Lender acting as the Issuing Lender 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 acting as the Issuing Lender of their
participation interests under such Section.


    "Leverage Ratio" means as of any date of
determination the ratio (expressed as a percentage) of the Total Indebtedness
to the Gross Asset Value.











    "LIBOR" means, for any LIBOR Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100th of 1%) appearing on Telerate Page 3750 (or
any successor page) as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period.  If for any reason such rate is not available, the term "LIBOR" shall
mean, for any LIBOR Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on the
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on the Reuters
Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such
rates.

18





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


    "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, encumbrance or preferential arrangement
which has the same practical effect of constituting a security interest or
encumbrance of any kind, whether voluntarily incurred or arising by operation
of law, 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; and (c) the filing of any financing
statement under the Uniform Commercial Code or its equivalent in any
jurisdiction, other than a financing statement filed in respect of a lease not
constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a
successor provision) of the Uniform Commercial Code as in effect in an applicable
jurisdiction that is not in the nature of a security interest.


    "Loan" means a Revolving Loan, a
Swingline Loan or a Competitive Advance.  Amounts drawn under a Letter of
Credit shall also be considered Revolving Loans as provided in
Section 2.4.


    "Loan Document" means this Agreement,
each Note, each Letter of Credit Document, the Guaranty, the Contribution
Agreement, each Joinder 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 the Borrower and each
other Person who guarantees all or a portion of the Obligations and/or who
pledges any collateral security to secure all or a portion of the Obligations. 
Schedule 1.1(b) sets forth the Loan Parties in addition to the
Borrower as of the Agreement Date.


    "Long-Term Ground Lease" means a
ground lease containing the following terms and conditions: (a) a
remaining term (exclusive of any unexercised extension options) of forty (40)
years or more from the Agreement Date; (b) the right of the lessee to
mortgage and encumber its interest in the leased property without the consent
of the lessor; (c) the obligation of the lessor to give the holder of any
mortgage Lien on such leased property written notice of any defaults on the
part of the lessee and agreement of such lessor that such lease will not be
terminated until such holder has had a reasonable opportunity to cure or
complete foreclosures, and fails to do so; (d) reasonable transferability
of the lessee's interest under such lease, including ability to sublease
(provided, however, that any right of first refusal, right of first offer,
purchase right or other similar right retained by the lessor in such lease or
any right to consent to a transferee or sublessee retained by the lessor in
such Lease which may not be unreasonably withheld shall not be deemed to
restrict such transferability); and (e) such other rights customarily
required by mortgagees making a loan secured by the interest of the holder of
the leasehold estate demised pursuant to a ground lease.

19
























    "Material Adverse Effect" means a
materially adverse change in or effect on (a) the business, assets,
liabilities, financial condition, results of operations or business prospects
of the Gables Group, (b) the ability, taken as a whole, of the Borrower
and the other Loan Parties to perform their obligations under any Loan Document
to which it is a party, (c) the validity or enforceability of any of the
Loan Documents, or (d) the rights and remedies of the Lenders and the Agent
under any of the Loan Documents.


    "Material Contract" means any 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 reasonably be expected to have a Material Adverse Effect.


     "Material Subsidiary" means any Wholly
Owned Subsidiary (other than with respect to clause (a) below, Excluded
Subsidiaries) of Borrower or GBP which either (a) has assets which
constitute more than five percent (5%) of Gross Asset Value at the end of the
most recent fiscal quarter of Borrower, or (b) owns (or is the lessee
under a Ground Lease of) an Unencumbered Asset included in determining the
Unencumbered Asset Value.  


    "Maximum Competitive Advance" means,
with respect to any Competitive Bid made by a Lender, the amount set forth
therein as the maximum Competitive Advance which that Lender is willing to make
in response to the related Competitive Bid Request.


    "Moody's" means Moody's Investors
Service, Inc. and its successors.


    "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 plan years
made contributions, including for these purposes any Person which ceased to be
a member of the ERISA Group during such five year period.


    "Multifamily Property" means a
residential rental apartment community.  A Multifamily Property may include
useable improvements attributable to uses other than multifamily rental
apartment use provided that the extent of such improvements does not cause such
property to be a Non-Multifamily Property.  Multifamily Properties shall
exclude Non‐Multifamily Properties.


    "Negative Pledge" means a provision of
any agreement (other than this Agreement or any other Loan Document) that
prohibits, restricts or limits the creation or assumption of any Lien on any
assets of a Person or entitles another Person to obtain or claim the benefit of
a Lien on any assets of such Person; provided, however, that an
agreement that establishes a maximum ratio of unsecured debt to unencumbered
assets, or of secured debt to total assets, or that otherwise conditions a
Person's ability to encumber its assets upon the maintenance of one or more
specified ratios that limit such Person's ability to encumber its assets but
that do not generally prohibit the encumbrance of its assets, or the
encumbrance of specific assets or that limits the encumbrance of specific
assets or pools or assets in combination with other assets or pools of assets,
shall not constitute a Negative Pledge for purposes of this Agreement.

20
























    "Net Operating Income" means for each
Unencumbered Asset, for any period of time, an amount equal to (i) the
aggregate rental and other income from the operation of such Unencumbered Asset
during such period; minus (ii) all expenses and other proper charges
incurred in connection with the operation of such Unencumbered Asset
(including, without limitation, real estate taxes, insurance premiums,
management fees, bad debt expenses and rent under ground leases) during such
period or properly allocable to such period; but, in any case, before payment
of or provision for debt service charges for such period, income taxes for such
period and capital expenses for such period, all as determined in accordance
with GAAP.  Notwithstanding anything in this Agreement to the contrary,
(x) for the purpose of determining Condominium Property Value, no Net
Operating Income attributable to a Condominium Property for the period after
the end of the calendar quarter immediately preceding the Condominium
Conversion with respect to such Condominium Property shall be included,
(y) for the purpose of calculating compliance with the covenants set forth
in Sections 9.1(e) and (j), Net Operating Income attributable to a Condominium
Property following the Condominium Conversion may be included, and (z) in
no event shall Net Operating Income include any income, gain or loss in any
case realized on the sale of any portion of a Condominium Property.


    "Net Proceeds" means with respect to any
Equity Issuance by a Person, the aggregate amount of all cash and 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-Multifamily Property" means any
Property for which greater than twenty percent (20%) of the square footage of
the useable improvements therein owned or leased by a Person is attributable to
uses other than multifamily rental apartment use.


    "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 from non‐recourse liability)
is contractually limited to specific assets of such Person encumbered by a Lien
securing such Indebtedness; provided that the amount of any claims for
liability with respect to any customary exceptions from non‐recourse
liability shall not be considered Nonrecourse Indebtedness.


    "Note" means a Revolving Note, a
Swingline Note or a Competitive Advance Note.


    "Notes Payable" means, from time to time
and at any time, those certain items included in the "Notes Payable" line item
of the financial statements of Borrower and its Subsidiaries as contemplated in
Section 6.1(g) and Article VIII, as applicable.


    "Notes Receivable" mean mortgage and
notes receivable and reimbursement agreements (to the extent obligations are
payable under such reimbursement agreements), including interest payments
thereunder, of Borrower or any Subsidiary in a Person (other than Borrower or
its Subsidiaries).


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

 

21
























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


    "Notice of Conversion" means a notice in
the form of Exhibit J to be delivered to the 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 in the form of Exhibit K to be delivered to the Agent pursuant to
Section 2.2 evidencing the Borrower's request for a borrowing of Swingline
Loans.


    "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 and the other
Loan Parties owing to the Agent, the Swingline Lender, the Issuing Lender 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.


    "Participant" has the meaning given that
term in Section 12.5(c).


    "Patriot Act" means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, as the same may be amended from time to time,
and corresponding provisions of future laws.


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


    "Performance Pricing Determination Date"
means each date on which the Credit Rating changes.               



























    "Permitted Liens" means (a) Liens
securing taxes, assessments, governmental charges or levies (excluding any Lien
imposed pursuant to the provisions of ERISA) or claims for labor, material and
supplies which are not at the time required to be paid or discharged under
Section 7.6; (b) Liens on deposits or pledges made in connection with, or to
secure payment of worker's compensation, unemployment insurance, old age
pensions or other social security obligations, and deposits with utility companies
and other similar deposits in the ordinary course of business; (c) encumbrances
consisting of easements, rights of way, covenants, zoning and other land-use
restrictions, restrictions on the use of real property and defects and
irregularities in the title thereto, landlord's or lessor's liens under leases
to which the Borrower or any Guarantor is a party or bound, and other minor
non-monetary liens or encumbrances on properties, none of which interferes
materially and adversely with the use of the property affected in the ordinary
course of business and which matters do not make title to such property
unmarketable by the conveyancing standards in effect where such property is
located; (d) restrictions or limitations on sale of the property established pursuant
to the contribution or other acquisition agreements pursuant to which the
applicable Borrower or Guarantor acquired such property; (e) Liens on
Properties other than Unencumbered Assets in respect of judgments or awards the
existence of which does not constitute a Default or Event of Default; and (f)
with respect to any Unencumbered Asset of Borrower or Guarantors, Liens and
encumbrances expressly consented to in writing by the Agent.

22





    "Person" means an individual,
corporation, partnership, limited liability company, joint stock company,
association, trust or unincorporated organization, joint venture, a government
or any agency or political subdivision thereof, or any other entity of whatever
nature.


    "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 (a) is maintained, or contributed
to, by any member of the ERISA Group for employees of any member of the ERISA
Group or (b) has at any time within the preceding five 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 (4.0%) plus
the Base Rate as in effect from time to time.


    "Preferred Dividends" means, for any
given period and without duplication, all Restricted Payments accrued or paid
(and in the case of Restricted Payments paid, which were not accrued during a
prior period) during such period on Preferred Stock issued by the Borrower, a
Subsidiary or any other Loan Party, plus all Stock Repurchases during
such period of Preferred Stock issued by the Borrower, a Subsidiary or any
other Loan Party that are in the nature of a periodic regularly scheduled or
mandatory purchase, put or similar repurchases, excluding in all events
scheduled or mandatory redemptions or repurchases which relate to all of the
applicable issuance and, to the extent not pursuant to a redemption or
repurchase schedule which requires two or more periodic redemptions or
repurchases, any significant part of the applicable issuance.  Preferred
Dividends shall not include dividends or distributions paid or payable (a)
solely in Equity Interests (other than Redeemable Preferred Stock) payable to
holders of such class of Equity Interests; (b) to the Borrower or a Subsidiary;
or (c) constituting or resulting in the redemption of Preferred Stock,
other than scheduled redemptions not constituting balloon, bullet or similar
redemptions in full.


    "Preferred Stock" means, with respect to
any Person, Equity Interests in such Person which are entitled to preference or
priority over any other Equity Interest in such Person in respect of the payment
of dividends or other payments or distribution of assets over the holder of any
other Equity Interest.


    "Pricing Level" means one of the
following four pricing levels, as applicable, based on the higher of the Credit
Ratings by S&P and Moody's, provided, that during any period that the Borrower
has no Credit Rating, Pricing Level 4 would be the applicable Pricing Level:


"Pricing Level 1" means the
Pricing Level which would be applicable for so long as the Credit Rating is
greater than or equal to BBB+ by S&P or Baa1 by Moody's;

 

23
























"Pricing Level 2" means the
Pricing Level which would be applicable for so long as (a) the Credit
Rating is equal to BBB by S&P or Baa2 by Moody's, and (b) Pricing
Level 1 is not applicable;


"Pricing Level 3" means the
Pricing Level which would be applicable for so long as (a) the Credit
Rating is equal to BBB- by S&P or Baa3 by Moody's and (b) Pricing
Levels 1 and 2 are not applicable; and


"Pricing Level 4" means the
Pricing Level which would be applicable for so long as (a) the Credit
Rating is less than BBB- by S&P or Baa3 by Moody's or the Borrower has no
Credit Rating from either S&P or Moody's, and (b)  Pricing Levels 1, 2
and 3 are not applicable.


If the Borrower shall only
obtain a Credit Rating from one of the Rating Agencies, the Borrower shall be
entitled to the benefit of the applicable Pricing Level based on the Credit
Rating issued by such Rating Agency.


    "Prime Rate" means the rate of interest
per annum announced publicly by the Lender acting as the Agent as its prime rate
from time to time.  The Prime Rate is not necessarily the best or the lowest
rate of interest offered by the Lender acting as the Agent or any other Lender.


    "Principal Office" means the office of
the Agent located at One Wachovia Center, Charlotte, North Carolina, or such
other office of the Agent as the Agent may designate from time to time.


    "Property" means any parcel of real
property, together with all improvements thereon, owned or leased pursuant to a
Ground Lease by Borrower, GBP or any of their respective Subsidiaries or
Unconsolidated Affiliates.


    "Qualified Intermediary" means any
Person serving as a "qualified intermediary" and/or "exchange accommodation
title holder" for purposes of a sale or exchange pursuant to and qualifying for
tax treatment under Section 1031 of the Internal Revenue Code.


    "Rating Agencies" means S&P and
Moody's.


    "RCA" means Real Capital Analytics, Inc.


    "Recalculation Date" means each March
31, June 30, September 30 and December 31, with the first recalculation date
being June 30, 2005.


    "Redeemable Preferred Stock" of any
Person means any Preferred Stock issued by such Person which is at any time
prior to the Termination Date either (i) mandatorily redeemable for cash
(by sinking fund or similar payments or otherwise) or (ii) redeemable for
cash at the option of the holder thereof.


    "Register" has the meaning given that
term in Section 12.5(e).

24












     "Regulatory Change" means, with respect
to any Lender, any change in Applicable Law effective after the Agreement Date
(including without limitation, Regulation D of the Board of Governors of the
Federal Reserve System) or the adoption or making after such date of any
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 request or
directive regarding capital adequacy.


    "Reimbursement Obligation" means the
absolute, unconditional and irrevocable obligation of the Borrower to reimburse
the Issuing Lender for any drawing honored by the Issuing Lender under a Letter
of Credit, but only as and to the extent that such Reimbursement Obligation has
not been repaid by a Revolving Loan in accordance with Section 2.4.


    "REIT" means a Person qualifying for
treatment as a "real estate investment trust" under the Internal Revenue Code.


    "Requisite Lenders" means, as of any
date, Lenders whose aggregate Commitment Percentage equals or exceeds 66-2/3%
(excluding Defaulting Lenders who, accordingly, are not entitled to vote), or
if the Commitments are no longer in effect, Lenders holding at least 66-2/3% of
the aggregate outstanding principal amount of the Loans and participations in
Letters of Credit (excluding Defaulting Lenders who, accordingly, are not
entitled to vote).


    "Responsible Officer" means
(a) with respect to the General Partner (acting as a signatory for
Borrower), the General Partner's President, chief financial officer, chief
accounting officer or any other senior officer, (b) with respect to any
other Loan Party, such Loan Party's chief executive officer, chief financial
officer, or any other senior officer, and (c) with respect to any Lender,
any officer, partner, managing member or similar person apparently authorized
to execute documents on behalf of such Lender.  A Responsible Officer shall
also include any other person or officer specifically authorized and designated
as such by the applicable Person.


    "Restricted Payment" means any
dividend or other distribution, direct or indirect, on account of any Equity
Interest of GBP, General Partner, Borrower or any of the Subsidiaries now or
hereafter outstanding, except a dividend payable solely in Equity Interests of
identical class to the holders of that class.


    "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(a).


    "Secured Indebtedness" means as of any
date the Total Indebtedness of Borrower, its Subsidiaries and the other Loan
Parties outstanding and that is secured in any manner by any Lien (other than a
Permitted Lien).  Secured Indebtedness includes, without double-counting,
Secured Recourse Indebtedness.


    "Secured Recourse Indebtedness" means as
of any date any Secured Indebtedness that is recourse to Borrower.

25












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


    "Short-Term
Ground Lease" means any ground lease which either (i) is not a
Long-Term Ground Lease or (ii) has a Qualified Intermediary as the lessor.


    "Solvent" means, when used with respect
to any Person, that (a) the fair value and the fair salable value of its
assets are each in excess of the fair valuation of its total liabilities
(including all contingent liabilities computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that could reasonably be expected to become an actual and matured liability);
(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. and its
successors.


    "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, reinstated or reduced from time to time in
accordance with the terms of such Letter of Credit.


    "Stock Repurchases" means (a) any
redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity
Interest of GBP, General Partner, Borrower or any of the Subsidiaries now or
hereafter outstanding; and (b) any payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire
any Equity Interests of GBP, General Partner, Borrower or any of the
Subsidiaries now or hereafter outstanding.


    "Subsidiary" means, for any Person, any
corporation, partnership, limited liability company or other entity of which at
least a majority of the securities or other ownership interests having by the
terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (without regard to the
occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person or one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person, and shall include all
Persons the accounts of which are consolidated with those of such Person
pursuant to GAAP; provided however, GDTRS shall not be a treated as a Subsidiary
of Borrower other than for purposes of Sections 6.1(s), 7.4, 7.7 and 7.10 of
this Agreement.


    "Swingline Commitment" means the
Swingline Lender's obligation to make Swingline Loans pursuant to
Section 2.2 in an amount up to, but not exceeding, $50,000,000, as such
amount may be reduced from time to time in accordance with the terms hereof.


    "Swingline Lender" means Wachovia Bank,
together with its successors and assigns.


    "Swingline Loan" means a loan made by
the Swingline Lender to the Borrower pursuant to Section 2.2(a).

26












     "Swingline Note" means the promissory
note of the Borrower 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, substantially in the form of Exhibit
L.


    "Tangible Net Worth" means, as of any
given time: (a) the Gross Asset Value less (b) the Total
Indebtedness.


    "Tax Exempt Bonds" mean tax exempt
revenue bonds or similar instruments issued by a Governmental Authority on behalf
of Borrower, GBP, any Subsidiary, or any of Borrower's, GBP's or the
Subsidiaries' Unconsolidated Affiliates (other than Excluded Unconsolidated
Affiliates) to finance Multifamily Properties of such Person.


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


    "Termination Date" means June 30,
2008, as the same may be extended as provided in Section 2.17.


    "Titled Agent" means any of the
Lead Arranger, the Co-Documentation Agent, Co‐Syndication Agent and their
respective successors and permitted assigns.


    "Total Commitment" means, as of any
date, the sum of the then current Commitments of the Lenders.  As of the
Effective Date, the Total Commitment (including the Swingline Commitment) is $400,000,000. 
After the Effective Date, the aggregate amount of the Total Commitment may be
increased to an amount not exceeding $600,000,000, provided that such increase
is in accordance with the provisions of Section 2.15.


    "Total Indebtedness" means, as of a
given date, the sum of (a) the Consolidated Indebtedness plus
(b) the Borrower's, GBP's and the Subsidiaries' pro rata share of
Indebtedness of their Unconsolidated Affiliates (other than Excluded
Unconsolidated Affiliates).


    "TRS" means a Subsidiary of the Borrower
or GBP that is a "taxable REIT subsidiary" within the meaning of Section 856(l)
of the Internal Revenue Code.


    "Type" with respect to any Loan, refers
to whether such Loan is a LIBOR Loan or Base Rate Loan.


    "Unconsolidated Affiliate" means, with
respect to any Person, any other Person which is not a Subsidiary of such
Person; provided however, GDTRS shall not be treated as an Unconsolidated
Affiliate of Borrower.


    "Unencumbered Adjusted Net Operating Income"
means as of any date the sum of (a)(i) the aggregate amount of the Net
Operating Income from the Unencumbered Assets for the most recently ended
fiscal quarter of Borrower multiplied by (ii) four (4), less
(b) the Capital Reserve for the Unencumbered Assets.


    "Unencumbered Asset Certificate" has the
meaning given that term in Section 8.3.


    "Unencumbered Asset Value" means, as of
any date, the sum (without duplication) of:  

27
























(a)             the sum of (i) Unencumbered Adjusted Net
Operating Income (excluding any Unencumbered Adjusted Net Operating Income
attributable to assets included within clauses (b)‐(f) of this definition)
as determined for the most recent fiscal quarter of Borrower most recently
ended divided by (ii) the Capitalization Rate; 


(b)             the GAAP book value of any Unencumbered Asset which has been owned (or
leased pursuant to a Ground Lease) for less than six (6) full fiscal quarters;


(c)             
the amount of Construction-in-Process by the Borrower and Guarantors
included in Unencumbered Assets with respect to a Multifamily Property that is
not a Completed Property;


(d)             
the development cost determined in accordance with GAAP as of such date
of Construction-in-Process with respect to a Multifamily Property that is not a
Completed Property leased by Borrower or a Guarantor from a Qualified
Intermediary pursuant to a Ground Lease provided such Multifamily Property is a
"replacement property" for other Property of Borrower or such Guarantor to
effectuate a like-kind exchange pursuant to Section 1031 of the Internal
Revenue Code; provided that the aggregate amount under this clause (d) and
clause (e) below shall not exceed 10% of the combined Unencumbered Asset Value;


(e)             
Eligible QI Cash and Cash Equivalents of Borrower or a Guarantor as of
such date, provided however, the aggregate amount associated with this
clause (e) and clause (d) above shall not exceed 10% of the combined Unencumbered
Asset Value; and


(f)              
the Condominium Property Value.


Unencumbered Asset Value
shall be calculated on a pro forma basis as if assets acquired during the
relevant period were owned as of the beginning of the relevant period, and all
assets disposed of during the relevant period were not owned during any portion
of the relevant period.


    "Unencumbered Assets" means every
Multifamily Property, Condominium Property or Construction-in-Process with
respect to a Multifamily Property that satisfies all of the following
requirements:  


(a)                
such Multifamily Property, Condominium Property or
Construction-in-Process is (i) owned in fee simple solely by Borrower or a
Guarantor (except for any individual units within a Condominium Property that
have been sold to unaffiliated third party purchasers), or (ii) leased
solely by Borrower or a Guarantor pursuant to a Ground Lease;


(b)                
unless such property constitutes Construction-in-Process that is not a
Completed Property or a Condominium Property that is being improved following
Condominium Conversion, such Multifamily Property or Condominium Property is a
fully constructed Property for which valid certificates of occupancy have been
issued that are in full force and which property is in service;


(c)               
neither such Multifamily Property, Condominium Property or
Construction-in-Process, nor any interest of Borrower or such Guarantor
therein, is subject to any Lien (other than Permitted Liens) or to any Negative
Pledge;

 

29










(d)                 
if such Multifamily Property, Condominium Property or Construction-in-Process is
owned or leased by a Guarantor, (i) none of Borrower's or any of Guarantor's
direct or indirect ownership interest in such Guarantor is subject to any Lien
(other than Permitted Liens) or to any Negative Pledge, and (ii) such Guarantor
has not directly or indirectly guarantied or assumed liability for any
Indebtedness of any other Person (except only pursuant to the Loan Documents);

(e)                
such Multifamily Property, Condominium Property or
Construction-in-Process is free of all structural defects, damage by fire or
other casualty or subject to any condemnation or other taking (unless the
damage therefrom has been fully repaired), title defects, environmental
conditions or other adverse matters which, collectively, materially impair the
value of such property as reasonably determined by Agent, except with respect
to any environmental conditions to the extent that a credit-worthy third party
has provided an indemnification on reasonable terms and such Person is
reasonably likely to honor such indemnification, all as reasonably determined
by the Agent, in respect of any and all costs associated with such
environmental conditions;


(f)                
if such Property constitutes
Construction-in-Process and construction of above-ground improvements has
commenced or a Condominium Property and improvements or alterations
thereto have commenced, such construction
has not been terminated, suspended or otherwise interrupted for more than 120
consecutive days (unless such delay is a result of force majeure);


(g)                
such Multifamily Property, Condominium
Property or Construction-in-Process is not
an Excluded Property; and


(h)                
such Multifamily Property, Condominium
Property or Construction-in-Process has
been designated by the Borrower as an "Unencumbered Asset" on Schedule 6.1(w)
or on an Unencumbered Asset Certificate delivered by the Borrower to the Agent
pursuant to Section 8.3.


    "Unimproved Land" means any land of the Borrower,
its Subsidiaries or the other Loan Parties, or in which the Borrower, any of
its Subsidiaries or another Loan Party has an interest (either directly or
indirectly, through an Unconsolidated Affiliate or otherwise) with respect to
which the commencement of grading, construction of improvements or
infrastructure has not yet commenced and for which no such construction is
planned to commence within twelve (12) months of the date of determination.


    "Unsecured Implied Debt Service" means
an amount equal to the debt service that would be payable on the Unsecured Indebtedness
for the fiscal quarter most recently ending, multiplied by four (4), calculated
based on a thirty (30) year mortgage style amortization schedule using an
interest rate equal to the interest rate on ten year obligations issued by the
United States Treasury most recently prior to the date of determination plus
one and one-fourth percent (1.25%).


    "Unsecured Indebtedness" means Total
Indebtedness of the type described in clauses (a) and (b) of the definition of
Indebtedness and any Contingent Liabilities with respect thereto outstanding at
any time which is not secured by a Lien, other than any Permitted Liens.


    "Unsecured Interest Expense" means, for
a given period, Interest Expense for such period with respect to Unsecured
Indebtedness.

 

29
























    "Wachovia Bank" means Wachovia Bank,
National Association and its successors.


    "Wholly Owned Subsidiary" means any
Subsidiary of Borrower or GBP 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 by Borrower,
GBP, General Partner or any other member of the Gables Group.


Section 1.2     
General; References to Times.   


    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.  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 as of the date of this Agreement and from time
to time thereafter to the extent not prohibited 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 Agreement.  Unless
otherwise indicated, all references to time are references to Charlotte, North Carolina time.  Notwithstanding anything to the contrary in this Agreement, for the
purposes of this Agreement the assets, liabilities, income, and loss of GDTRS
shall not be consolidated with the assets, liabilities, income and loss of Borrower
and for the purposes of this Agreement, the assets, liabilities, income, and
loss of GDTRS shall be excluded from all covenant calculations made under this
Agreement (provided that the Investment of Borrower and its Subsidiaries in
GDTRS shall be included in Gross Asset Value as provided by the definition
thereof and shall be permitted subject to, and as provided by Section 9.3).


ARTICLE II. CREDIT FACILITY


Section 2.1          
Revolving Loans.   


(a)                
Generally.  Subject to the terms and conditions hereof, 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
exceeding, the amount of such Lender's Commitment.  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.

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(b)              
Requesting Revolving Loans.  The Borrower shall give the Agent
notice pursuant to a Notice of Borrowing or telephonic notice of each borrowing
of Revolving Loans.  Each Notice of Borrowing shall be delivered to the Agent
(i) before 11:00 a.m. in the case of LIBOR Loans, on the date three
(3) Business Days prior to the proposed date of such borrowing and
(ii) before 10:00 a.m. in the case of Base Rate Loans, on the day of the
proposed date of such borrowing.  Any such telephonic notice shall include all
information to be specified in a written Notice of Borrowing and shall be
promptly confirmed in writing by the Borrower pursuant to a Notice of Borrowing
sent to the Agent by telecopy on the same day of the giving of such telephonic
notice.  The Agent will transmit by telecopy the Notice of Borrowing (or the
information contained in such Notice of Borrowing) or the information contained
in a telephonic notice of borrowing (if such telephonic notice is received
prior to a Notice of Borrowing) to each Lender promptly upon receipt by the
Agent.  Each Notice of Borrowing or telephonic notice of each borrowing shall
be irrevocable once given and binding on the Borrower.


(c)              
Disbursements of Revolving Loan
Proceeds.  No later than 1:00 p.m. on the date specified in the Notice of
Borrowing, each Lender will make available for the account of its applicable
Lending Office to the Agent at the Principal Office, in immediately available
funds, the proceeds of the Revolving Loan to be made by such Lender.  Subject
to satisfaction of the applicable conditions set forth in Article V for
such borrowing, the Agent will make the proceeds of such borrowing available to
the Borrower in Dollars, in immediately available funds, no later than 2:00
p.m. on the date and at the account specified by the Borrower in such Notice of
Borrowing.  


Section 2.2           
Swingline Loans.   


(a)              
Swingline Loans.  Subject to the terms and conditions hereof,
during the period from the Effective Date to but excluding the Termination Date,
the Swingline Lender agrees to make Swingline Loans to the Borrower in an
aggregate principal amount at any one time outstanding up to, but not
exceeding, the amount of the Swingline Commitment.  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 Agent for the account of the Swingline Lender the amount of
such excess.  Subject to the terms and conditions of this Agreement, the
Borrower may borrow, repay and reborrow Swingline Loans hereunder.


(b)                
Procedure for Borrowing Swingline Loans.  The Borrower shall give
the Agent and the Swingline Lender notice pursuant to a Notice of Swingline
Borrowing or telephonic notice of each borrowing of a Swingline Loan.  Each
Notice of Swingline Borrowing shall be delivered to the Swingline Lender no
later than 11:00 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 promptly confirmed in writing by the
Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline
Lender by telecopy on the same day of the giving of such telephonic notice.  On
the date of the requested Swingline Loan and subject to satisfaction of the
applicable conditions set forth in Article V for such borrowing, the
Swingline Lender will 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 not later than 2:00 p.m.
on such date.

 

31










(c)              
Interest.  Swingline Loans shall bear interest at a per annum
rate equal to either (i) the Adjusted Eurodollar Rate for an Interest
Period of 7 days plus the Applicable Margin for LIBOR Loans, (ii) the
Base Rate plus the Applicable Margin for Base Rate Loans, as specified
in the Notice of Swingline Borrowing, or (iii) a transaction rate mutually
agreed to in writing by Borrower and Swingline Lender in connection with any
particular Swingline Loan.  Interest payable on Swingline Loans is solely for
the account of the Swingline Lender.  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 or LIBOR Loans, as
applicable (except as the Swingline Lender and the Borrower may otherwise agree
in writing in connection with any particular Swingline Loan).


(d)                
Swingline Loan Amounts, Etc.  Each Swingline Loan shall be in the
minimum amount of $1,000,000 and integral multiples of $100,000 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 10:00 a.m.
on the date of such prepayment.  The Swingline Loans shall, in addition to this
Agreement, be evidenced by the Swingline Note.


(e)               
Repayment and Participations of Swingline Loans.  The Borrower
agrees to repay each Swingline Loan within fifteen (15) 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 Termination Date (or such
earlier date as the Swingline Lender and the Borrower may agree in writing). 
In the event that the Agent has not either (x) received a Notice of
Borrowing or a Competitive Bid Request indicating that such Swingline Loan is
to be repaid with the proceeds thereof within fifteen (15) Business Days of the
date such Swingline Loan was made or (y) received notice from the Borrower
that it intends to repay such Swingline Loan within fifteen (15) Business Days
of the date such Swingline Loan was made and, in the case of this
clause (y) only, such Swingline Loan is not repaid by 11:30 a.m. on such
date, 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 Revolving Loans (which shall be Base Rate Loans) from the Lenders
in an amount equal to the principal balance of such Swingline Loan.  The
limitations of 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 Agent of any such borrowing of Base Rate Loans not later than
12:00 noon on the proposed date of such borrowing, and the Agent shall promptly
give notice to the Lenders of any such borrowing of Base Rate Loans.  No later
than 2:00 p.m. on such date, each Lender will make available to the Agent
at the Principal Office for the account of Swingline Lender, in immediately
available funds, the proceeds of the Base Rate Loan to be made by such Lender. 
The 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, including without limitation, the occurrence of any of the Events
of Default described in Sections 10.1(f) or 10.1(g), each Lender shall
purchase from the Swingline Lender, without recourse or warranty, an undivided
interest and participation to the extent of such Lender's Commitment Percentage
of such Swingline Loan, by directly purchasing a participation in such Swingline
Loan in such amount (regardless of whether the conditions precedent thereto set
forth in Section 5.2 are then satisfied, whether or not the Borrower has
submitted a Notice of Borrowing and whether or not the Commitments are then in
effect, any Event of Default exists or all the Loans have been accelerated) and
paying the proceeds thereof to the Agent for the account of the Swingline

 

32





Lender in Dollars and in immediately available funds.  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 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 to 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).  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 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 10.1(f) or 10.1(g)) 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 Agent, any Lender
or the Borrower or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.  Upon the receipt
by Swingline Lender of any payment in respect of any Swingline Loan, Swingline
Lender shall promptly pay to each Lender that has acquired and funded a
participation therein under this Section 2.2(e) such Lender's Commitment
Percentage of such payment; provided, however, that in the event that such
payment received by the Swingline Lender is required to be returned, such Lender
will return to the Swingline Lender any portion thereof previously distributed
by the Swingline Lender to it.


Section 2.3        
Competitive Advances.   


(a)                
For so long as the Borrower maintains a Credit Rating of BBB- or better
from S&P or Baa3 or better from Moody's, subject to the terms and
conditions hereof, at any time and from time to time from the Effective Date to
but excluding the Termination Date, and provided that no Default or Event of
Default shall have occurred and be continuing, Borrower may request and each Lender
may in its sole and absolute discretion make Competitive Advances to Borrower
in such principal amounts as Borrower may request pursuant to a Competitive Bid
Request that do not result in (i) the aggregate principal amount outstanding
under the Competitive Advance Notes (after giving effect to all amounts
requested thereunder) being in excess of an amount equal to 50% of the
aggregate amount of the Commitments, and (ii) the aggregate principal
amount outstanding under the Notes (after giving effect to all amounts
requested thereunder) plus the Letter of Credit Liabilities being in excess of
the aggregate amount of the Commitments.

 

33










                                   
 


(b)               
Borrower shall request Competitive Advances by submitting a duly
completed Competitive Bid Request to the Agent, which Competitive Bid Request
shall specify the relevant date, amount and maturity for the proposed
Competitive Advance.  Each request shall be for an advance on the basis of a
margin over the Adjusted Eurodollar Rate and shall have a maturity date equal
to one of the Interest Periods not exceeding 180 days (subject to the
limitations therein).  In the event that the Borrower shall have submitted
two (2) Competitive Bid Requests in any calendar month, any additional
Competitive Bid Requests during such month shall be accompanied by payment of a
nonrefundable $2500 competitive bid request fee for the account of the Agent. 
Any Competitive Advance shall be a LIBOR Loan.  The proposed funding date shall
be a Business Day.  The Agent shall incur no liability whatsoever hereunder in
acting upon any Competitive Bid Request purportedly made by a Responsible
Officer of Borrower, which hereby agrees to indemnify the Agent from any loss,
cost, expense or liability as a result of so acting.  The Competitive Bid
Request must be received by the Agent not later than 10:00 a.m. on a
Business Day that is at least four (4) Business Days prior to the date of
the proposed Competitive Advance.


(c)                
Each Competitive Bid Request must be made for a Competitive Advance of
at least $3,000,000 and shall be in an integral multiple of $1,000,000.


(d)                
No Competitive Bid Request shall be made for a Competitive Advance with
a maturity of less than 7 days or more than 180 days, or with a maturity date
subsequent to the Termination Date.  The Borrower may request offers to make
Competitive Advances for up to six (6) Interest Periods in a single Competitive
Bid Request.


(e)                
The Agent shall, promptly after receipt of a Competitive Bid Request,
provide the Lenders a copy thereof by telecopier.  Any Lender may, by written
notice to the Agent, advise the Agent that it elects not to be so notified of
Competitive Bid Requests, in which case the Agent shall not notify such Lender
of the Competitive Bid Request.


(f)                
Each Lender receiving a Competitive Bid Request may, in its sole and
absolute discretion, make or not make a Competitive Bid responsive to the
Competitive Bid Request.  A Lender shall have no obligation to make a Competitive
Bid.  Each Competitive Bid shall be submitted so as to be received by the Agent
not later than 10:00 a.m. (or, in the case of the Lender acting as Agent,
not later than 9:00 a.m.) on the date which is three (3) Business Days
prior to the requested Competitive Advance.  Any Competitive Bid received by
the Agent after 10:00 a.m. (or 9:00 a.m. in the case of the Lender
acting as Agent) on such date shall be disregarded for purposes of this
Agreement.  The Agent shall incur no liability whatsoever hereunder in acting
upon any Competitive Bid purportedly made by a Responsible Officer of a Lender,
each of which hereby agrees to indemnify the Agent from any loss, cost, expense
or liability as a result of so acting with respect to that Lender.

(g)                
Each Competitive Bid shall specify the margin over the Adjusted
Eurodollar Rate for the offered Maximum Competitive Advance set forth in the
Competitive Bid.  The Maximum Competitive Advance offered by a Lender in a
Competitive Bid shall not exceed the Competitive Advance requested and may be
less than the Competitive Advance requested by Borrower in the Competitive Bid
Request, but shall be an integral multiple of $1,000,000.  Any Competitive Bid
which offers an interest rate other than a margin over the Adjusted Eurodollar Rate,
is in a form other than as set forth in Exhibit C or which otherwise
contains any term, condition, qualification or provision not contained in the
Competitive Bid Request (including without limitation a requirement of a
minimum advance) or is received after the time set forth in this Section 2.3(g)
shall be disregarded for purposes of this Agreement.  A Competitive Bid once
submitted to the Agent shall, subject to the terms of Section 4.3 and
Article V, be irrevocable until 12:00 noon on the date which is
two (2) Business Days prior to the requested Competitive Advance set forth
in the related Competitive Bid Request, and shall expire by its terms at such time
unless accepted by Borrower on or prior thereto.

34





 


(h)                
Promptly after 10:00 a.m. on the date which is three (3) Business
Days prior to the date of the proposed Competitive Advance, the Agent shall
notify Borrower of the names of the Lenders providing Competitive Bids to the
Agent at or before 10:00 a.m. on that date (or 9:00 a.m. in the case
of the Lender acting as Agent) and satisfying the conditions of this
Section 2.3 and the Maximum Competitive Advance and margin over the
Adjusted Eurodollar Rate set forth by each such Lender in its Competitive Bid.


(i)                
Borrower may, in its sole and absolute discretion, reject any or all of
the Competitive Bids.  If Borrower accepts any Competitive Bid, by telephone or
in writing (provided that any acceptance by telephone shall be confirmed
promptly by hand delivery or telecopy of such acceptance signed by Borrower),
the following shall apply:  (i)  Borrower must accept all Competitive Bids
at all lower margins over the Adjusted Eurodollar Rate before accepting any
portion of a Competitive Bid at a higher margin over the Adjusted Eurodollar
Rate, (ii) if two or more Lenders have submitted a Competitive Bid at the
same margin, then Borrower must accept either all of such Competitive Bids or
accept such Competitive Bids in the same proportion as the Maximum Competitive
Advance of each Lender bears to the aggregate Maximum Competitive Advances of
all such Lenders, (iii) Borrower may not accept Competitive Bids for an
aggregate amount in excess of the requested Competitive Advance set forth in
the Competitive Bid Request, and (iv) the aggregate principal amount of
the Competitive Bids accepted must be at least $3,000,000 and shall be in an
integral multiple of $1,000,000.  Acceptance by Borrower of a Competitive Bid
must be made prior to 12:00 noon on the date which is two (2)
Business Days prior to the requested Competitive Advance.  Acceptance of a
Competitive Bid by Borrower shall be accomplished by telephonic or written
notification thereof to the Agent (provided that any acceptance by telephone
shall be confirmed promptly by hand delivery or telecopy of such acceptance
signed by Borrower) and shall be irrevocable upon such notification.  The Agent
shall promptly notify each of the Lenders whose Competitive Bid has been
accepted by Borrower by telephone, which notification shall promptly be
confirmed in writing delivered in person or by telecopier to such Lenders.  Any
Competitive Bid not accepted or rejected by Borrower by 12:00 noon, on the
date which is two (2) Business Days prior to the proposed Competitive
Advance, shall be deemed rejected.


(j)                
In the case of a Competitive Bid, the Agent shall determine the Adjusted
Eurodollar Rate on the date which is two (2) Business Days prior to the
date of the proposed Competitive Advance, and shall promptly thereafter notify
Borrower and the Lenders whose Competitive Bids were accepted by Borrower of
such Adjusted Eurodollar Rate.


(k)              
A Lender whose Competitive Bid has been accepted by Borrower shall make
the Competitive Advance in accordance with the Competitive Bid Request and with
its Competitive Bid, subject to the applicable conditions set forth in this
Agreement, by making funds immediately available to the Agent at the Principal
Office in the amount of such Competitive Advance not later than 1:00 p.m.
on the date set forth in the Competitive Bid Request.  The Agent shall then
promptly make available to the Borrower the aggregate amount of the Competitive
Advances made available to the Agent by crediting such amount in immediately
available funds to the account of the Borrower on the books of such office of
Agent.

35










                                   
 


(l)                  The Agent shall notify Borrower and the Lenders promptly after any
Competitive Advance is made of the amounts and maturity of such Competitive
Advances, the identity of the Lenders making such Competitive Advances, and the
margin over the Adjusted Eurodollar Rate for such Competitive Advances.


(m)               
The Competitive Advances made by a Lender shall be evidenced by that Lender's
Competitive Advance Note.


(n)                
Each Competitive Advance shall be subject to all of the provisions of
this Agreement generally, provided, however, that a Competitive Advance shall
not reduce a Lender's Commitment or a Lender's obligation to fund its Commitment
Percentage of any Revolving Loan or to participate in Swingline Loans or
Letters of Credit.  If the Borrower prepays any Competitive Advance prior to
the end of the applicable Interest Period, the Borrower shall pay all amounts
due under Section 4.4.


(o)               
The principal amount of any "Competitive Advances" (as defined in the Fifth
Amended Credit Agreement) outstanding as of the date hereof shall continue as
Competitive Advances under this Agreement for the balance of the term and at
such rate as exists under the Fifth Amended Credit Agreement.


 

Section 2.4           
Letters of Credit.   


(a)                
Letters of Credit.  Subject to the terms and conditions of this
Agreement, the Issuing Lender, on behalf of the Lenders, agrees to issue for
the account of the Borrower during the period from and including the Effective
Date to, but excluding, the date 30 days prior to the Termination Date one or
more Letters of Credit up to a maximum aggregate Stated Amount at any one time
outstanding not to exceed the L/C Commitment Amount.


(b)                
Terms of Letters of Credit. 


                    (i)                
At the time of issuance, the amount, form, terms and conditions of each
Letter of Credit, and of any drafts or acceptances thereunder, shall be subject
to approval by the Issuing Lender and the Borrower.  Notwithstanding the
foregoing, in no event may the expiration date of any Letter of Credit extend
beyond the earlier of (A) the date that is one (1) year from its date
of issuance or (B) the date that is five (5) days prior to the Termination
Date.  Notwithstanding the foregoing, a Letter of Credit may provide for the renewal
thereof for a single additional renewal period of up to one (1) year.


                    (ii)                
In the event that the term of any such Letter of Credit is so extended
beyond the then applicable Termination Date, then not later than twenty (20)
Business Days prior to the Termination Date Borrower shall deposit in the
Collateral Account cash in an amount equal to the maximum liability under each such
Letter of Credit.

(c)               
Requests for Issuance of Letters of Credit.  The Borrower shall
give the Issuing Lender written notice (or telephonic notice promptly confirmed
in writing) 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 or beneficiaries, and
(iii) the proposed expiration date.  The Borrower shall also execute and
deliver such customary letter of credit application forms as requested from
time to time by the Issuing Lender.  Provided the Borrower has given the notice
prescribed by the first sentence of this subsection and subject to
Section 2.14 and the other terms and conditions of this Agreement,
including, without limitation, the satisfaction of any applicable conditions
precedent set forth in Article V, the Issuing Lender shall issue the
requested Letter of Credit on the requested date of issuance for the benefit of
the stipulated beneficiary and will notify each Lender of the issuance of such
Letter of Credit within a reasonable time after the issuance thereof.  The
Issuing Lender shall deliver to the Borrower a copy of 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.

36





(d)                
Reimbursement Obligations.  Upon receipt by the Issuing Lender
from the beneficiary of a Letter of Credit of any demand for payment under such
Letter of Credit, the Issuing Lender shall promptly notify the Borrower and the
Agent of the amount to be paid by the Issuing Lender as a result of such demand
and the date on which payment is to be made by the Issuing Lender to such
beneficiary in respect of such demand; provided, however, the
Issuing Lender's failure to give, or delay in giving, such notice shall not
discharge the Borrower in any respect from the applicable Reimbursement
Obligation.  The Borrower hereby unconditionally and irrevocably agrees to pay
and reimburse the Agent for the account of the Issuing Lender for the amount of
each demand for payment under such Letter of Credit on or prior to the date on
which payment is to be made by the Issuing Lender to the beneficiary
thereunder, without presentment, demand, protest or other formalities of any
kind.  Upon receipt by the Issuing Lender of any payment in respect of any
Reimbursement Obligation, the Issuing Lender shall promptly pay to each Lender
that has acquired and funded a participation therein under the second sentence
of Section 2.4(i) such Lender's Commitment Percentage of such payment;
provided, however, that in the event that such payment received by the Issuing
Lender is required to be returned, such Lender will return to the Issuing
Lender any portion thereof previously distributed by the Issuing Lender to it.


(e)                
Manner of Reimbursement.  Upon its receipt of a notice referred
to in Section 2.4(d), the Borrower shall advise the Agent and the Issuing
Lender whether or not the Borrower intends to borrow hereunder to finance its
obligation to reimburse the Issuing Lender for the amount of the related demand
for payment.  If the Borrower fails to so advise the Agent and the Issuing
Lender, or if the Borrower fails to reimburse the Issuing Lender 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 V 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 Agent shall give each Lender prompt
notice (which shall be no later than 12:00 p.m.) of the amount of the
Revolving Loan to be made available to the Agent for the account of the Issuing
Lender not later than 1:00 p.m. and (ii) if such conditions would not
permit the making of Revolving Loans, the provisions of Section 2.4(j) shall
apply.  The limitations of Section 3.5(a) shall not apply to any borrowing of
Base Rate Loans under this subsection.


(f)                
Effect of Letters of Credit on Commitments.  Upon the issuance by
the Issuing Lender 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 Commitment Percentage and (ii) the
sum of (A) the Stated Amount of such Letter of Credit plus (B) any
related Reimbursement Obligations then outstanding.

37





(g)               
Issuing Lender'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 Issuing Lender 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 Agent, the Issuing Lender 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 misapplication by the
beneficiary of any Letter of Credit, or the proceeds of any drawing under any
Letter of Credit; or (viii) any consequences arising from causes beyond
the control of the Agent, the Issuing Lender or the Lenders.  None of the above
shall affect, impair or prevent the vesting of any of the Agent's, the Issuing
Lender's or any Lender's rights or powers hereunder.  Any action taken or
omitted to be taken by the Issuing Lender 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 Agent, the Issuing Lender or
any Lender any liability to the Borrower or any Lender.  In this connection,
the obligation of the Borrower to reimburse the Issuing Lender 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 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
Agent, any Lender, the Issuing Lender, any beneficiary or transferee 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, any beneficiary or transferee of a Letter of
Credit, the Agent, the Issuing Lender, any Lender or any other Person;
(E) any draft, certificate, 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

38





 non‐application or misapplication by the beneficiary or transferee of a
Letter of Credit or any other Person of the proceeds of any drawing under such
Letter of Credit; (G) payment by the Issuing Lender under any Letter of
Credit against presentation of a draft, certificate, demand, statement or other
document which does not comply with the terms of such Letter of Credit;
(H) any improper use which may be made of any Letter of Credit or any
improper acts or omissions of any beneficiary or transferee of any Letter of
Credit in connection therewith; (I) any irregularity in the transaction
with respect to which any Letter of Credit is issued, including any fraud by
the beneficiary or any transferee of such Letter of Credit; (J) the
legality, validity, form, regularity or enforceability of the Letter of Credit;
(K) the failure of any payment by Issuing Lender to conform to the terms
of a Letter of Credit (if, in Issuing Lender's good faith judgment, such
payment is determined to be appropriate); (L) the surrender or impairment
of any security for the performance or observance of any of the terms of any of
the Loan Documents; (M) the occurrence of any Default or Event of Default;
and (N) 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. 
Notwithstanding anything to the contrary contained in this Section or
Section 12.9, but not in limitation of the Borrower's unconditional
obligation to reimburse the Issuing Lender for any drawing made under a Letter
of Credit as provided in this Section, (i) the Issuing Lender shall be and
remain liable for matters arising solely from its gross negligence and willful
misconduct as actually and finally determined by a court of competent
jurisdiction, and (ii) the Borrower shall have no obligation to indemnify the
Agent, the Issuing Lender or any Lender in respect of any liability incurred by
the Issuing Lender arising solely out of the gross negligence or willful
misconduct of the Issuing Lender in respect of a Letter of Credit as actually
and finally determined by a court of competent jurisdiction.  Except as
otherwise provided in this Section, nothing in this Section shall affect any
rights the Borrower may have with respect to the Issuing Lender's gross
negligence or willful misconduct with respect to any Letter of Credit.


(h)                
Amendments, Etc.  The issuance by the Issuing Lender of any
extension, 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 Issuing Lender), and no such extension,
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 extended,
amended, supplemented or modified form or (ii) the Requisite Lenders shall
have consented thereto.  In connection with any such extension, amendment,
supplement or other modification, the Borrower shall pay the Fees, if any,
payable under Section 3.6(b).


(i)                
Lenders' Participation in Letters of Credit.  Immediately upon
the issuance by the Issuing Lender of any Letter of Credit each Lender shall be
deemed to have irrevocably and unconditionally purchased and received from the
Issuing Lender, without recourse or warranty, an undivided interest and
participation to the extent of such Lender's Commitment Percentage of the
liability of the Issuing Lender with respect to such Letter of Credit and each Lender
thereby shall absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and shall be unconditionally obligated to the
Issuing Lender to pay and discharge when due, such Lender's Commitment
Percentage of the Issuing Lender's liability under such Letter of Credit.  In
addition, upon the making of each payment by a Lender to the Agent for the
account of the Issuing Lender in respect of any Letter of Credit pursuant to
Section 2.4(j), such Lender shall, automatically and without any further action
on the part of the Agent, the Issuing Lender or such Lender, acquire (i) a
participation in an amount equal to such payment in the Reimbursement
Obligation owing to the Issuing Lender by the Borrower in respect of such
Letter of Credit and (ii) a participation in a percentage equal to such Lender's
Commitment Percentage in any interest or other amounts payable by the Borrower
in respect of such Reimbursement Obligation (other than the Fees payable to the
Issuing Lender pursuant to Section 3.6(b)).

39





(j)                
Payment Obligation of Lenders.  Each Lender severally agrees to
pay to the Agent for the account of the Issuing Lender on demand in immediately
available funds in Dollars the amount of such Lender's Commitment Percentage of
each drawing paid by the Issuing Lender under each Letter of Credit to the
extent such amount is not reimbursed by the Borrower pursuant to
Section 2.4(d).  Each such Lender's obligation to make such payments to
the Agent for the account of the Issuing Lender under this subsection, and the
Issuing Lender'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 10.1(f) or 10.1(g), or (iv) the termination of the Commitments. 
Each such payment to the Agent for the account of the Issuing Lender shall be
made without any offset, abatement, withholding or deduction whatsoever.


(k)                
Information to Lenders.  Upon the request of any Lender from time
to time, the Issuing Lender shall deliver to such Lender information reasonably
requested by such Lender with respect to each Letter of Credit then
outstanding.  Other than as set forth in this subsection and in Section 2.4(c),
the Issuing Lender shall have no duty to notify the Lenders regarding the
issuance or other matters regarding Letters of Credit issued hereunder.  The
failure of the Issuing Lender to perform its requirements under this subsection
shall not relieve any Lender from its obligations under Section 2.4(j).


Section 2.5    
Rates and Payment of Interest on Loans. 




(a)                
Rates.  The Borrower promises to pay to the 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:


                    (i)                
during such periods as such Loan is a Base Rate Loan, at the Base Rate
(as in effect from time to time) plus the Applicable Margin (utilizing the
applicable "Base Rate Margin" as identified in the definition of Applicable
Margin, it being acknowledged that the Applicable Margin is a negative number,
the addition of which will result in an interest rate applicable to Base Rate
Loans which is lower than the corresponding Base Rate); 


                    (ii)                
during such periods as such Loan (other than a Competitive Advance) is a
LIBOR Loan, at the Adjusted Eurodollar Rate for such Loan for the Interest
Period therefor plus the Applicable Margin (utilizing the applicable "LIBOR
Margin" as identified in the definition of Applicable Margin); and


                    (iii)                 
with respect to each Competitive Advance, at
the margin over the Adjusted Eurodollar Rate determined pursuant to
Section 2.3.

40





 


Notwithstanding the foregoing, during the continuance of an Event of
Default, the Borrower shall pay to the 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).


(b)                
Payment of Interest.  Accrued interest on each Loan shall be
payable (i) in the case of a Base Rate Loan on the first day of each calendar
month, (ii) in the case of a LIBOR Loan, on the last day of each Interest
Period therefor (provided, however, if any Interest Period for a LIBOR Loan
exceeds ninety (90) days, interest shall also be payable with respect to such
Loans on the last Business Day of each March, June, September and December, as
applicable), and (iii) in the case of any Loan, upon the payment,
prepayment or Continuation thereof or the Conversion of such Loan to a Loan of
another Type (but only on the principal amount so paid, prepaid, Continued or
Converted).  Interest payable at the Post-Default Rate shall be payable from
time to time on demand.  Promptly after the determination of any interest rate
provided for herein or any change therein, the Agent shall give notice thereof
to the Lenders to which such interest is payable and to the Borrower.  All
determinations by the Agent of an interest rate hereunder shall be conclusive
and binding on the Lenders and the Borrower for all purposes, absent manifest
error.


Section 2.6           
Number of Interest Periods.   


    There may be no more than eight (8) different
Interest Periods for LIBOR Loans (excluding Competitive Advances) outstanding
at the same time.


Section 2.7             
Repayment of Loans.   


    The Borrower shall repay the entire outstanding
principal amount of, and all accrued but unpaid interest on, the Loans,
together with all other amounts then outstanding under this Agreement, on the Termination
Date.


Section 2.8             
Prepayments.   


(a)                
Optional.  Subject to Section 3.5 and Section 4.4, the Borrower
may prepay any Loan at any time without premium or penalty.  The Borrower shall
give the Agent at least one (1) Business Day's prior written notice of the
prepayment of any Revolving Loan.  The Agent shall promptly notify the Lenders
of such notice of prepayment.


(b)                
Mandatory.  If at any time the aggregate principal amount of all
outstanding Revolving Loans, together with the aggregate amount of all Letter
of Credit Liabilities and the aggregate principal amount of all outstanding
Swingline Loans and Competitive Advances, exceeds the amount of the Total Commitment
in effect at such time, the Borrower shall immediately pay to the Agent for the
accounts of the Lenders the amount of such excess.  Such payment shall be
applied by the Agent to pay all amounts of principal outstanding on the
Revolving Loans and any Reimbursement Obligations pro rata in accordance with
Section 3.2 and if any Letters of Credit are outstanding at such time the
remainder, if any, shall be deposited by the Agent into the Collateral Account
for application to any Reimbursement Obligations.  If the Borrower is required
to pay any outstanding LIBOR Loans by reason of this Section prior to the end
of the applicable Interest Period therefor, the Borrower shall pay all amounts
due under Section 4.4.  Notwithstanding the foregoing, the Borrower shall
have the right, and may designate, which Loans are to be repaid or prepaid and
in what order (e.g., Base Rate Loans first, then LIBOR Loans, then Competitive
Advances). 

41





Section 2.9        
Continuation.   


    So long as no Default or Event of Default shall
have occurred and be continuing, the Borrower may on any Business Day, with
respect to any Revolving Loan that is a 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's
giving to the Agent a Notice of Continuation not later than 11:00 a.m. on the third (3rd) 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 Loans and portions 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 Agent shall notify each Lender by
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 such LIBOR Loan in accordance with this Section, or shall fail to give
a timely Notice of Conversion with respect to a Base Rate Loan, or if a Default
or Event of Default shall have occurred and be continuing, such Loan will
automatically, on the last day of the current Interest Period therefor, Convert
into (or, with respect to a Base Rate Loan, continue as) a Base Rate Loan
notwithstanding the first sentence of Section 2.10 or the Borrower's
failure to comply with any of the terms of such Section.


Section
2.10     
Conversion.   











    So long as no Default or Event of Default shall
have occurred and be continuing, the Borrower may on any Business Day, upon the
Borrower's giving of a Notice of Conversion to the Agent, Convert all or a
portion of a Revolving Loan of one Type into a Revolving Loan of another Type. 
Any Conversion of a Revolving Loan that is 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 11:00 a.m. on the Business Day prior to the date of any proposed Conversion into Base
Rate Loans and on the third (3rd) Business Day prior to the
date of any proposed Conversion into LIBOR Loans.  Promptly after receipt of a
Notice of Conversion, the Agent shall notify each Lender by 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 Revolving Loan to be Converted,
(c) the portion of such Type of Revolving Loan to be Converted, (d) the
Type of Revolving Loan such Revolving 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.

42





Section 2.11      
Notes.   


(a)                
Revolving Note.  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 M (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.  By
delivery of the Revolving Notes, there shall not be deemed to have occurred,
and there has not otherwise occurred, any payment, satisfaction or novation of
the Indebtedness evidenced by the "Revolving Notes" described in the Fifth
Amended Credit Agreement, which Indebtedness is instead allocated among the Lenders
as of the date hereof and evidenced by the Revolving Notes and their respective
Commitment Percentages, and the Lenders shall as of the date hereof make such
adjustments to the outstanding Revolving Loans of such Lenders so that such
outstanding Revolving Loans are consistent with their respective Commitment Percentages.


(b)                
Records.  The date, amount, interest rate, Type and duration of
Interest Periods (if applicable) of each Loan made by each Lender to the Borrower,
and each payment made on account of the principal thereof, shall be recorded by
such Lender on its books and such entries shall be binding on the Borrower
absent manifest error.


(c)                
Lost, Stolen, Destroyed or Mutilated Notes.  Upon receipt by the Borrower
of (i) written notice from a Lender that a Note of such Lender has been
lost, stolen, destroyed or mutilated, and (ii) (A) in the case of
loss, theft or destruction, an unsecured agreement of indemnity from such
Lender in form reasonably satisfactory to the Borrower, or (B) in the case
of mutilation, upon surrender and cancellation of such Note, the Borrower shall
at its own expense execute and deliver to such Lender a new Note dated the date
of such lost, stolen, destroyed or mutilated Note.


Section 2.12    
Voluntary Reductions of the Commitment. 




    The Borrower shall have the right to terminate
or reduce the aggregate unused amount of the Commitments (for which purpose use
of the Commitments shall be deemed to include the aggregate amount of Letter of
Credit Liabilities and the aggregate principal amount of all outstanding
Swingline Loans and Competitive Advances) at any time and from time to time
without penalty or premium upon not less than fifteen (15) Business Days
prior written notice to the Agent of each such termination or reduction, which
notice shall specify the effective date thereof and the amount of any such reduction
and shall be irrevocable once given and effective only upon receipt by the
Agent.  The Agent will promptly transmit such notice to each Lender.  The Commitments
may not be reduced below $100,000,000 in the aggregate unless the Borrower
terminates the Commitments in their entirety, and, once terminated or reduced,
the Commitments may not be increased or reinstated.  Any reduction in the
aggregate amount of the Commitments shall result in a proportionate reduction
(rounded to the next lowest integral multiple of multiple of $100,000) in the
maximum amount of Competitive Advances.

43
























Section 2.13        Expiration or Maturity Date of Letters of
Credit Past Termination Date.   


    If on the date (the "Facility Termination
Date") the Commitments are terminated (whether voluntarily, by reason of
acceleration following the occurrence of an Event of Default or otherwise),
there are any Letters of Credit outstanding hereunder, the Borrower shall, on
the Facility Termination Date, pay to the Agent an amount of money equal to the
Stated Amount of such Letter(s) of Credit for deposit into the Collateral
Account.  If a drawing pursuant to any such Letter of Credit (including for the
purposes hereof any Letter of Credit whose term is extended beyond the Termination
Date pursuant to Section 2.4(b)) occurs on or prior to the expiration date of
such Letter of Credit, the Borrower authorizes the Issuing Lender to notify the
Agent, and authorizes the Agent to pay to the Issuing Lender monies deposited
in the Collateral Account for Issuing Lender 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 Agent shall withdraw the monies deposited in the Collateral Account with
respect to such outstanding Letter of Credit on or before the date
fifteen (15) Business Days after the expiration date of such Letter of
Credit and apply such funds to the Obligations, if any, then due and payable in
the order prescribed by Section 10.3.  No amount drawn under a Letter of
Credit after the Facility Termination Date shall be subject to reinstatement.


Section 2.14       
Amount Limitations.   


    Notwithstanding any other term of this
Agreement or any other Loan Document, at no time may the aggregate principal
amount of all outstanding Revolving Loans, together with the aggregate
principal amount of all outstanding Swingline Loans and Competitive Advances 
and the aggregate amount of all Letter of Credit Liabilities, exceed the
aggregate amount of the Commitments at such time.


Section 2.15      
Increase of Commitments.                                                                    























    Subject to the approval of the Agent (which shall not be unreasonably withheld
or delayed), the Borrower shall have the right to request an increase in the
aggregate amount of the Commitments (provided that there shall be no more than
two such increases in the Commitments and the aggregate amount of such
increases in the Commitments pursuant to this Section shall not exceed $200,000,000)
by providing written notice to the Agent, which notice shall be irrevocable
once given.  Each such increase in the Commitments must be an aggregate minimum
amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. 
The Agent shall promptly notify each Lender of such request.  Each existing Lender
shall have the right to increase its Commitment by an amount so that such Lender's
Commitment Percentage shall not be decreased as a result of such requested
increase in the Commitments.  All other allocations of such requested increase
shall be subject to the approval of the Agent.  Each Lender shall notify the
Agent within ten (10) Business Days after receipt of the Agent's notice
whether such Lender wishes to increase the amount of its Commitment.  If a Lender
fails to deliver any such notice to the Agent within such time period, then
such Lender shall be deemed to have declined to increase its Commitment.  No Lender
shall be required to increase its Commitment and any new Lender(s) becoming a
party to this Agreement in connection with any such requested increase must be
an Eligible Assignee.  In the event a new Lender or Lenders become a party to
this Agreement, or if any existing Lender agrees to increase its Commitment,
such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment,
in the case of an existing Lender) (and as a condition thereto) purchase from
the other Lenders its Commitment Percentage (as determined after giving effect
to the increase of

 

44





Commitments) of any outstanding Revolving Loans, by making
available to the Agent for the account of such other Lenders at the Principal
Office, in same day funds, an amount equal to the sum of (a) the portion
of the outstanding principal amount of such Revolving Loans to be purchased by
such Lender plus (b) the aggregate amount of payments previously made by
the other Lenders under Sections 2.2(e) or 2.4(j) which have not been
repaid, and the Borrower shall pay to such other Lenders interest accrued and
unpaid to and as of such date on such portion of the outstanding principal
amount of such Revolving Loans.  The Borrower shall also pay to the Lenders
amounts payable, if any, to such Lenders under Section 4.4 as a result of
the prepayment of any such Revolving Loans.  No increase of the Commitments may
be effected under this Section if either (x) a Default or Event of Default
shall be in existence on the effective date of such increase or (y) any
representation or warranty made or deemed made by the Borrower or any other
Loan Party in any Loan Document to which any such Loan Party is a party is not
(or would not be) true or correct in all material respects on the effective
date of such increase (except for representations or warranties which expressly
relate solely to an earlier date and except for changes in factual
circumstances or transactions, in either event not prohibited hereunder).  In
connection with any increase in the aggregate amount of the Commitments
pursuant to this subsection, (A) any Lender becoming a party hereto shall
execute such documents and agreements as the Agent may reasonably request and
(B) the Borrower shall make appropriate arrangements so that each new Lender,
and any existing Lender increasing its Commitment, receives a new or
replacement Note, as appropriate, in the amount of such Lender's Commitment and
a Competitive Advance Note within two (2) Business Days of the
effectiveness of the applicable increase in the aggregate amount of Commitments. 
The Borrower shall also execute and deliver to the other Lenders replacement
Competitive Advance Notes increasing the principal face amount thereof to 50%
of the new Total Commitment.


Section 2.16       
Advances by Agent.   


    Unless the 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 Agent the Loan to be made by such Lender on
such date, the Agent may assume that such Lender will make the proceeds of such
Loan available to the Agent on the date of the requested borrowing and the
Agent may (but shall not be obligated to), in reliance upon such assumption,
make available to the Borrower the amount of such Loan to be provided by such
Lender and such Lender shall be liable to Agent for the amount of such
advance.  If such Lender does not pay such corresponding amount upon the
Agent's demand therefor, the Agent will promptly notify the Borrower, and the Borrower
shall promptly pay such corresponding amount to the Agent.  The Agent shall
also be entitled to recover from the Lender or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Agent to the Borrower to
the date such corresponding amount is recovered by the Agent at a per annum
rate equal to (i) from the Borrower at the applicable rate for such Loan or
(ii) from a Lender at the Federal Funds Rate.


Section 2.17      
Extension of Termination Date.























    Provided that no Default or Event of Default
shall have occurred and be continuing, the Borrower shall have the one-time
right to extend the Termination Date to June 30, 2009 upon satisfaction of the following conditions precedent which must be satisfied prior to the
effectiveness of such extension of the Termination Date: 

45





(a)                
Extension Request.  The Borrower shall deliver written notice of
such request (the "Extension Request") to Agent not earlier than the date which
is one hundred eighty (180) days prior to the Termination Date and not later
than the date which is ninety (90) days prior to the Termination Date.


(b)                
Payment of the Extension Fee.  Borrower shall pay to Agent the
extension fee pursuant to Section 3.6(d).


(c)                
No Default.  On the date the Extension Request is submitted and
on the Termination Date (as determined without regard to such extension), there
shall exist no Default or Event of Default; and


(d)                
Representations and Warranties.  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 are and shall be true and
correct in all material respects on the date the Extension Request is made and
on the Termination Date (as determined without regard to such Extension
Request), except to the extent that such representations and warranties relate
solely to an earlier date (in which case such representations were true and
accurate on and as of such earlier date)) and except for changes in factual
circumstances or transactions, in either event, not prohibited under this Agreement.


The Extension Request
shall constitute a representation and warranty by the Borrower that all of the
foregoing conditions have been satisfied on the date of such Extension
Request.  The Borrower shall not have the right to make an Extension Request at
any time after the Termination Date.  The Agent shall forward to the Lenders
the Extension Request promptly after its receipt.


ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS


Section 3.1          
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 Agent at its Principal Office, not later than 2:00 p.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).  Subject to Sections 3.2 and 3.3, the Agent may (but shall not be
obligated to) debit the amount of any such payment which is not made by such
time from any special or general deposit account of Borrower with the Agent. 
The Borrower shall, at the time of making each payment under this Agreement or
any Note, specify to the Agent the amounts payable by the Borrower hereunder to
which such payment is to be applied.  Each payment received by the Agent for
the account of a Lender under this Agreement or any Note shall be paid to such
Lender at the applicable Lending Office of such Lender no later than
one (1) Business Day after receipt.  If the Agent fails to pay such amount
to a Lender as provided in the previous sentence, the 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.  If a court of
competent jurisdiction shall adjudge that any amount received and distributed
by the Agent is to be repaid, each Person to whom any such distribution shall
have been made shall either repay to the Agent its proportionate share of the
amount so adjudged to be repaid or shall pay over the same in such manner and to
such Persons as shall be determined by such court.


Section 3.2        
Pro Rata Treatment.   


    Except to the extent otherwise provided
herein:  (a) each borrowing from the Lenders under Section 2.1(a)
shall be made from the Lenders, each payment of the Fees under
Section 3.6(a) and Section 3.6(b) (other than those solely for the
account of the Issuing Lender) shall be made for the account of the Lenders,
and each termination or reduction of the amount of the Commitments under
Section 2.12 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 the Lenders 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 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 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 making, Conversion
and Continuation of Revolving Loans of a particular Type (other than
Conversions provided for by Section 4.6) 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 and
Continuations of Loans) and the then current Interest Period for each Lender's
portion of each Loan of such Type shall be coterminous; (e) the Lenders'
participation in, and payment obligations in respect of, Letters of Credit
under Section 2.4, shall be pro rata in accordance with their respective Commitments;
and (f) the Lenders' participation in, and payment obligations in respect
of, Swingline Loans under Section 2.2, shall be 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 2.2(e)).  All payments of principal and interest in respect of
Competitive Advances shall be for the account of the Lender making such
Competitive Advance only.


Section 3.3         
Sharing of Payments, Etc.  



























    If a Lender shall obtain payment of any
principal of, or interest on, any Loan made by it to the Borrower under this
Agreement, or shall obtain payment on any other Obligation owing by the Borrower
or a 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 to a
Lender not in accordance with the terms of this Agreement and

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 such payment
should be distributed to the Lenders pro rata in accordance with
Section 3.2 or Section 10.3, as applicable, such Lender shall
promptly purchase from the other Lenders participations in (or, if and to the
extent specified by such Lender, direct interests in) the Loans made by the other
Lenders or other Obligations owed to such other Lenders in such amounts, 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 be incurred by such Lender in obtaining or
preserving such benefit) pro rata in accordance with Section 3.2 or
Section 10.3.  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 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.


Section 3.4           
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.


Section 3.5           
Minimum Amounts.   


(a)                
Borrowings and Conversions.  Each borrowing of Base Rate Loans
shall be in an aggregate minimum amount of $1,000,000 and integral multiples of
$500,000 in excess thereof.  Each borrowing and each Conversion of LIBOR Loans
shall be in an aggregate minimum amount of $1,000,000 and integral multiples of
$500,000 in excess of that amount.


(b)                
Prepayments.  Each voluntary prepayment of Revolving Loans shall
be in an aggregate minimum amount of $500,000 and integral multiples of
$100,000 in excess thereof (or, if less, the aggregate principal amount of Revolving
Loans then outstanding).


(c)                
Reductions of the Commitments.  Each reduction of the Commitments
under Section 2.12 shall be in an aggregate minimum amount of $5,000,000
and integral multiples of $1,000,000 in excess thereof.


Section 3.6          
Fees.   


(a)                
Facility Fees.  The Borrower agrees to pay to the Agent for the
account of each Lender an annual facility fee equal to the average daily amount
of the Commitment of such Lender (whether or not utilized) times the Facility
Fee (utilizing the "Applicable Facility Fee Percentage" as identified in the
definition of Facility Fee) for the period from and including the Agreement
Date to but excluding the date such Commitment is terminated or reduced to zero
or the Termination Date, such fee to be paid in arrears on (i) the last
Business Day of March, June, September and December in each year, (ii) the
date of each reduction in the Commitments (but only on the amount of the
reduction), and (iii) on the Termination Date.

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(b)                
Letter of Credit Fees.  


                    (i)                
The Borrower shall pay to the Agent for the account of the Issuing
Lender only, and not the account of any other Lender, a fee in respect of each
Letter of Credit at the rate equal to one‐eighth of one percent (0.125%)
on the Stated Amount of each Letter of Credit for the issuance or extension of such
Letter of Credit.  Such fees shall be non‐refundable and payable upon
issuance or extension of each Letter of Credit.


                    (ii)                
The Borrower agrees to pay to the Agent for the account of each Lender a
letter of credit fee at a rate per annum equal to the Applicable Margin for
LIBOR Loans times the daily average Stated Amount of each Letter of Credit for
the period from and including the date of issuance or extension of such Letter
of Credit (A) to and including the date such Letter of Credit expires or
is terminated or (B) to but excluding the date such Letter of Credit is
drawn in full.  Such fees shall be nonrefundable and payable in arrears on the
last Business Day of March, June, September and December in each year, on the Termination
Date, and on the date the Commitments are terminated or reduced to zero.


                    (iii)                
The Borrower shall pay directly to the Issuing Lender from time to time
on demand (but without duplication of amounts payable under Section 3.6(b)(i))
all commissions, charges, costs and expenses in the amounts customarily charged
by the Issuing Lender from time to time in like circumstances with respect to
the issuance of each Letter of Credit, drawings, amendments and other
transactions relating thereto.


(c)                
Administrative and Other Fees.  The Borrower agrees to pay the
administrative and other fees of the Agent as set forth in that certain letter
agreement dated January __, 2005.


(d)                
Extension Fee.  Borrower agrees to pay Agent for the account of
each Lender an extension fee concurrently with the extension of the Termination
Date pursuant to Section 2.17 equal to 0.15% of the Total Commitment.


Section 3.7          
Computations.   


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


Section 3.8           
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.

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Section 3.9           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 2.2(c), Section 2.3 and Section 2.5(a)(i),
(ii) and (iii).  Notwithstanding the foregoing, the parties hereto further
agree and stipulate that all agency fees, syndication fees, arrangement fees,
amendment fees, up‐front fees, commitment fees, facility fees, closing
fees, letter of credit fees, underwriting fees, default charges, late charges,
funding or "breakage" charges, increased cost charges, attorneys' fees and
reimbursement for costs and expenses paid by the Agent or any Lender to third
parties or for damages incurred by the Agent or any Lender, or any other
similar amounts are charges made to compensate the 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 Agent and the Lenders in
connection with this Agreement and shall under no circumstances be deemed to be
charges for the use of money.  Borrower hereby acknowledges and agrees that the
Lenders have imposed no minimum borrowing requirements, reserve or escrow
balances or compensating balances related in any way to the Obligations.  Any
use by Borrower of certificates of deposit issued by any Lender or other
accounts maintained with any Lender has been and shall be voluntary on the part
of Borrower.  All charges other than charges for the use of money shall be
fully earned and nonrefundable when due.


Section 3.10      
Statements of Account.   


    The Agent will account to the Borrower monthly
with a statement of Loans, Letters of Credit, accrued interest and Fees,
charges and payments made pursuant to this Agreement and the other Loan
Documents, and such account rendered by the Agent shall be deemed conclusive
upon Borrower absent manifest error.  The failure of the Agent to deliver such
a statement of accounts shall not relieve or discharge the Borrower from any of
their obligations hereunder.


Section 3.11       
Defaulting Lenders.   


(a)                
Generally.  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 (2) Business Days after
notice from the Agent, then, in addition to the rights and remedies that may be
available to the 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 Loan Documents, including without
limitation, any right to vote in respect of, to consent to or to direct any
action or inaction of the Agent or to be taken into account in the calculation
of all of the Lenders or 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 Agent of any amount
required to be paid to the Agent hereunder (without giving effect to any notice
or cure periods), in addition to other rights and remedies which the Agent or
the Borrower may have under the immediately preceding provisions or otherwise,
the 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 Agent in respect of a Defaulting Lender's
Loans shall not be paid to such Defaulting Lender and shall be held uninvested
by the Agent and either applied against the purchase price of such Loans under
Section 3.11(b) or paid to such Defaulting Lender upon the Defaulting
Lender's curing of its default.

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(b)                
Purchase or Cancellation of Defaulting Lender's Commitment.  Any
Lender who is not a Defaulting Lender shall have the right, but not the
obligation, in its sole discretion, to acquire all of a Defaulting Lender's
Commitment.  Any Lender desiring to exercise such right shall give written
notice thereof to the Agent and the Borrower no sooner than two (2)
Business Days and not later than five (5) Business Days after such
Defaulting Lender became a Defaulting Lender.  If more than one Lender
exercises such right, each such Lender shall have the right to acquire an
amount of such Defaulting Lender's Commitment in proportion to the Commitments
of the other Lenders exercising such right.  If after such fifth (5th)
Business Day, the Lenders have not elected to purchase all of the Commitment of
such Defaulting Lender, then the Borrower may, by giving written notice thereof
to the Agent, such Defaulting Lender and the other Lenders, either
(i) demand that such Defaulting Lender assign its Commitment to an Eligible
Assignee approved by Agent (such approval not to be unreasonably withheld)
subject to and in accordance with the provisions of Section 12.5(d) for
the purchase price provided for below or (ii) terminate the Commitment of
such Defaulting Lender, whereupon such Defaulting Lender shall no longer be a
party hereto or have any rights or obligations hereunder or under any of the
other Loan Documents (except as expressly provided in this
Section 3.11(b)).  No party hereto shall have any obligation whatsoever to
initiate any such replacement or to assist in finding an Eligible Assignee. 
Upon any such purchase or assignment, the Defaulting Lender's interest in the
Loans and its rights hereunder (but not its liability in respect thereof or
under the Loan Documents or this Agreement to the extent the same relate to the
period prior to the effective date of the purchase) shall terminate on the date
of purchase, and the Defaulting Lender shall promptly execute all documents
reasonably requested to surrender and transfer such interest to the purchaser
or assignee thereof, including an appropriate Assignment and Acceptance
Agreement and, notwithstanding Section 12.5(d), shall pay to the Agent an
assignment fee in the amount of $3,500.  The purchase price for the Commitment
of a Defaulting Lender shall be equal to the amount of the principal balance of
the Loans outstanding and owed by the Borrower to the Defaulting Lender.  Prior
to payment of such purchase price to a Defaulting Lender, the Agent shall apply
against such purchase price any amounts retained by the Agent pursuant to the
last sentence of Section 3.11(a).  The Defaulting Lender shall be entitled
to receive amounts owed to it by the Borrower under the Loan Documents which
accrued prior to the date of the default by the Defaulting Lender, to the
extent the same are received by the Agent from or on behalf of the Borrower. 
There shall be no recourse against any Lender or the Agent for the payment of
such sums except to the extent of the receipt of payments from any other party
or in respect of the Loans.


Section 3.12       
Taxes.   


(a)                 
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, and (ii) any taxes imposed on or
measured by any Lender's assets, net income, receipts or branch profits (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:

51





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


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


                    (iii)                
pay to the 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
Agent or such Lender will equal the full amount that the Agent or such Lender
would have received had no such withholding or deduction been required.


(b)                
Tax Indemnification.  If the Borrower fails to pay any Taxes when
due to the appropriate Governmental Authority or fail to remit to the 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 Agent and the Lenders for any incremental Taxes, interest
or penalties that may become payable by the Agent or any Lender as a result of
any such failure.  For purposes of this Section, a distribution hereunder by
the Agent or any Lender to or for the account of any Lender shall be deemed a
payment by the Borrower.


(c)                
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 Agent
(but only so long as such Lender or participant is or remains lawfully able to
do so) 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 indicating whether payments to it hereunder and under the Notes are
(i) not subject to United States Federal backup withholding tax or (ii) not
subject to United States Federal withholding tax under the Internal Revenue
Code because such payment is either effectively connected with the conduct by
such Lender or participant of a trade or business in the United States or
totally exempt from United States Federal withholding tax by reason of the
application of the provisions of a treaty to which the United States is a party
or such Lender is otherwise wholly exempt; provided that nothing herein
(including, without limitation, the failure or inability to provide any of such
certificates, documents or other evidence) shall relieve the Borrower of its
obligations under this Section 3.12.  In addition, any such Lender or
participant shall deliver to the Borrower and the Agent (but only so long as
such Lender or participant is or remains lawfully able to do so) further copies
of any such certificate, document or other evidence on or before the date that
any such certificate, document or other evidence expires or becomes obsolete.


ARTICLE IV. YIELD PROTECTION,
ETC.


Section
4.1          
Additional Costs; Capital Adequacy.  

52





(a)                
Additional Costs.  The Borrower shall promptly pay to the Agent
for the account of a Lender from time to time such amounts as such Lender may
determine to be necessary to compensate such Lender for any costs incurred by
such Lender that it 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 which are excluded from the definition of Taxes pursuant to the first
sentence of Section 3.12(a)); or (ii) imposes or modifies any
reserve, special deposit or similar requirements (other than Regulation D of
the Board of Governors of the Federal Reserve System or other reserve
requirement to the extent utilized in the determination of the Adjusted
Eurodollar Rate for such Loan) relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of, such Lender, or any
commitment of such Lender (including, without limitation, the Commitments 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).


(b)                
Lender's Suspension of LIBOR Loans.  Without limiting the effect
of the provisions of Section 4.1(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 liabilities or assets that it may hold, then, if
such Lender so elects by notice to the Borrower (with a copy to the 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 4.6
shall apply).


(c)               
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 Issuing
Lender 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 Issuing Lender or
any Lender hereunder in respect of any Letter of Credit, then, upon demand by
the Issuing Lender or such Lender, the Borrower shall pay promptly, and in any
event within three (3) Business Days of demand, to the Agent for its
account or the account of the Issuing Lender or such Lender, as applicable,
from time to time as specified by the Issuing Lender or a Lender, such
additional amounts as shall be sufficient to compensate the Issuing Lender or
such Lender for such increased costs or reductions in amount.

53










                                      
 


(d)                
Notification and Determination of Additional Costs.  Each of the
Agent and each Lender agrees to notify the Borrower of any event occurring
after the Agreement Date entitling the 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 Agent or any Lender to give
such notice shall not release the Borrower from any of its respective
obligations hereunder; provided, however, that
notwithstanding the foregoing provisions of this Section, the Agent or a
Lender, as the case may be, shall not be entitled to compensation for any such
amount relating to any period ending more than six months prior to the date
that the Agent or such Lender, as applicable, first notifies the Borrower in
writing thereof.  The Agent and or such Lender agrees to furnish to the Borrower
a certificate setting forth the basis and amount of each request by the Agent
or such Lender for compensation under this Section.  Absent manifest error,
determinations by the 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.


Section 4.2           
Suspension of LIBOR Loans.   


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


(a)                
the Agent reasonably determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Adjusted
Eurodollar Rate for such Interest Period, or


(b)                
the Agent reasonably determines (which determination shall be
conclusive) that the Adjusted Eurodollar Rate as determined by the Agent will
not adequately and fairly reflect the cost to the Lenders of making or
maintaining LIBOR Loans for such Interest Period;


then the Agent shall give
the Borrower and each Lender prompt notice thereof and, so long as such
condition remains in effect, 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.


Section 4.3           
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 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 4.6 shall be applicable).


Section 4.4           
Compensation.   


    The Borrower shall pay to the Agent for the
account of each Lender, upon the request of such Lender through the 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
determines is attributable to:

54
























(a)                any payment or prepayment (whether mandatory or
optional) of a LIBOR Loan, or Conversion of a LIBOR 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


(b)                
any failure by the Borrower for any reason (including, without
limitation, the failure of any of the applicable conditions precedent specified
in Article V to be satisfied) to borrow a LIBOR 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.


Upon the Borrower's
request, any Lender requesting compensation under this Section shall provide
the Borrower with a statement setting forth a brief explanation of the basis
for requesting such compensation and the method and calculation for determining
the amount thereof.  Each Lender may use any reasonable averaging and
attribution methods generally applied by such Lender and may include, without
limitation, administrative costs as a component of such loss, cost or expense. 
Such statements shall be prima facie evidence of amounts due
and owing hereunder.


Section 4.5          
Affected Lenders.   


    If (a) a Lender requests compensation
pursuant to Section 3.12 or 4.1, and the Requisite Lenders are not also
doing the same, or (b) 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 4.1(b) or 4.3 but the obligation of the Requisite Lenders
shall not have been suspended under such Sections, then, so long as there does
not then exist any Default or Event of Default, the Borrower, within thirty
(30) days of such request for compensation or suspension, as applicable, may
either (i) demand that such Lender (the "Affected Lender"), and upon such
demand the Affected Lender shall promptly, assign its Commitments to an
Eligible Assignee subject to and in accordance with the provisions of
Section 12.5(d) for a purchase price equal to the aggregate principal
balance of Loans then owing to the Affected Lender plus any accrued but unpaid
interest thereon and accrued but unpaid fees owing to the Affected Lender, or
(ii) pay to the Affected Lender the aggregate principal balance of Loans
then owing to the Affected Lender plus any accrued but unpaid interest thereon
and accrued but unpaid fees owing to the Affected Lender, whereupon the
Affected Lender shall no longer be a party hereto or have any rights or
obligations hereunder or under any of the other Loan Documents.  Each of the
Agent and the Affected Lender shall reasonably cooperate in effectuating the
replacement of such Affected Lender under this Section, but at no time shall
the Agent, such Affected Lender nor any other Lender be obligated in any way
whatsoever to initiate any such replacement or to assist in finding an Eligible
Assignee.  The exercise by the Borrower of its rights under this Section shall
be at the Borrower's sole cost and expense and at no cost or expense to the
Agent, the Affected Lender or any of the other Lenders.  The terms of this
Section shall not in any way limit the Borrower's obligation to pay to any
Affected Lender compensation owing to such Affected Lender pursuant to
Section 3.12, 4.1 or 4.4.


Section 4.6           
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 4.1(b), 4.2 or 4.3, then such Lender's LIBOR
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of the then current Interest 

55





Period(s) for LIBOR Loans (or, in the case of a
Conversion required by Section 4.1(b) or 4.3, on such earlier date as such
Lender may specify to the Borrower with a copy to the Agent) and, unless and
until such Lender gives notice as provided below that the circumstances
specified in Section 4.1 or 4.3 that gave rise to such Conversion no
longer exist:


(a)                
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


(b)                
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 Agent) that the circumstances
specified in Section 4.1 or 4.3 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
Revolving Credit Loans that are 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 Revolving 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.


Section 4.7          
Change of Lending Office.   


    Each Lender agrees that it will use reasonable
efforts to designate an alternate Lending Office with respect to any of its
Loans affected by the matters or circumstances described in Sections 3.12,
4.1 or 4.3 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.  Notwithstanding anything to the contrary contained
herein, in no event shall the Agent or any Lender take any action or impose any
cost under Sections 3.12, 4.1, 4.2 or 4.6 unless the Agent or such Lender is
generally imposing similar charges on, or taking similar actions with respect
to, its other similarly situated borrowers.


Section 4.8         
Assumptions Concerning Funding of LIBOR Loans.   


    Calculation of all amounts payable to a Lender
under this Article IV 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 IV.

56
























ARTICLE V.  CONDITIONS
PRECEDENT


Section 5.1          
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
following conditions precedent:


(a)                
The Agent shall have received each of the following, in form and
substance satisfactory to the Agent:


                    (i)                
Counterparts of this Agreement executed by each of the parties hereto;


                    (ii)                
Revolving Notes executed by the Borrower payable to each Lender and
complying with the applicable provisions of Section 2.11, Competitive
Advance Notes executed by the Borrower payable to each Lender, and the
Swingline Note executed by the Borrower payable to the Agent (which Notes shall
be promptly forwarded by the Agent to the applicable Lender);


                    (iii)                
The Guaranty executed by each Guarantor existing as of the Effective
Date;


                    (iv)                
A favorable opinion of counsel to the Loan Parties, addressed to the
Agent, the Lenders and the Swingline Lender, addressing such matters as Agent
may require;


                    (v)                
The Governing Documents of Borrower, each Guarantor and each general
partner, managing member (or Person performing similar functions) of such
Persons certified as of a recent date by the Secretary of State of the State of
formation of the applicable Person;


                    (vi)                
A good standing certificate with respect to Borrower, each Guarantor and
each general partner, managing member (or Person performing similar functions)
of such Persons issued as of a recent date by the appropriate Secretary of
State (and any state department of taxation, as applicable) and other
comparable certificates issued by the Secretary of State (and any state
department of taxation, as applicable), of each state in which such Person is
organized;


                    (vii)                
A certificate of incumbency signed by the general partner, secretary (or
Person performing similar functions) of Borrower, each Guarantor and their
respective general partners, managing members (or Person performing similar
functions) as to each of the partners, officers or other Persons authorized to
execute and deliver the Loan Documents to which any of them is a party and the
officers or other representatives of the Borrower then authorized to deliver
Notices of Borrowing, Notices of Swingline Borrowings, Notices of Continuation,
Notices of Conversion and Competitive Bid Requests and to request the issuance
of Letters of Credit;


                    (viii)                 
Copies, certified by the general partner, secretary or other authorized
Person of each of the Borrower, the Guarantors and their respective general
partners, managing members (or Persons performing similar functions) of such
Persons of all partnership, limited liability company, corporate (or
comparable) action taken by such Person to authorize the execution, delivery
and performance of the Loan Documents to which such Persons are a party;

 

57










  


                    (ix)                  
The Fees then due and payable under Section 3.6, and any other Fees
payable to the Agent and the Lenders on or prior to the Effective Date;


                    (x)                  
A Compliance Certificate calculated as of December 31, 2004; and


                    (xi)                 
Such other documents, agreements and instruments as the Agent on behalf
of the Lenders may reasonably request; and


(b)                
In the good faith judgment of the Agent and the Lenders:


                    (i)                   There shall not have occurred or become known to the 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 GBP, General Partner, the Borrower, the
Subsidiaries and the other Loan Parties delivered to the Agent and the Lenders
prior to the Agreement Date that has had or could reasonably be expected to
result in a Material Adverse Effect;


                    (ii)                
No litigation, action, suit, investigation or other arbitral,
administrative or judicial proceeding shall be pending or threatened which
could reasonably be expected to (1) result in 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 the respective obligations under the Loan Documents
to which it is a party;


                    (iii)                
The Borrower, GBP and the Subsidiaries shall have received all
approvals, consents and waivers, and shall have made 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 (1) any Applicable Law or (2) any agreement, document
or instrument to which the Borrower or any other 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 would not reasonably be likely to (A) have a Material Adverse
Effect, or (B) 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 their respective obligations under the Loan
Documents to which it is a party; and


                    (iv)                
There shall not have occurred or exist any
other material disruption of financial or capital markets that could reasonably
be expected to materially and adversely affect the transactions contemplated by
the Loan Documents.


Section 5.2          
Conditions Precedent to All Loans and Letters of Credit.                                                                          























    The obligations of the Lenders to make any
Loans, of the Issuing Lender to issue Letters of Credit, and of the Swingline
Lender to make any Swingline Loan are all subject to the further condition
precedent that:  (a) no Default or Event of Default shall have occurred
and be continuing 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


58





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 or transactions, in either event not prohibited
hereunder, and (c) in the case of the borrowing of Revolving Loans, the
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 of the giving of notice relating to
such Credit Event and, unless the Borrower otherwise notifies the Agent and the
Issuing Lender, as applicable, prior to the date of such Credit Event, as of
the date of the occurrence of such Credit Event).  In addition, if such Credit
Event is the making of a Loan, the Borrower shall be deemed to have represented
to the Agent and the Lenders at the time such Loan is made that all applicable
conditions to the making of such Loan contained in Article V have been
satisfied.


Section 5.3          
Conditions as Covenants.   


    If the Lenders make any Loans, or the Issuing
Lender issues a Letter of Credit, prior to the satisfaction of all applicable
conditions precedent set forth in Sections 5.1 and 5.2, 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
certification by such Lender to the Agent and the other Lenders that the Borrower
have satisfied the conditions precedent for initial Loans set forth in
Sections 5.1 and 5.2.


ARTICLE VI. REPRESENTATIONS AND WARRANTIES


Section 6.1           
Representations and Warranties.   


    In order to induce the Agent and each Lender to
enter into this Agreement and to make Loans and issue Letters of Credit, the Borrower
represents and warrants to the Agent and each Lender as follows:


(a)                
Organization; Power; Qualification.  Each of the Borrower, the
Subsidiaries (other than any independent Qualified Intermediary that is
consolidated with Borrower in accordance with GAAP) and the other Loan Parties
is a corporation, partnership or other legal entity, duly organized or formed,
validly existing and in good standing under the jurisdiction of its
incorporation or formation, has the 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 would
have, in each instance, a Material Adverse Effect.


(b)              
Ownership Structure.  As of the Agreement Date Part I of Schedule 6.1(b)
is a complete and correct list or diagram of all Subsidiaries of the Borrower
and GBP setting forth for each such Subsidiary (i) the jurisdiction of
organization of such Subsidiary, (ii) each member of the Gables Group
which holds any Equity Interests in such Subsidiary, (iii) the nature of
the Equity Interests held by each such Person, (iv) the percentage of ownership
of such Subsidiary represented by such 

59





Equity Interests and (v) whether
such Subsidiary is a Material Subsidiary and/or an Excluded Subsidiary.  Except
as disclosed in such Schedule, as of the Agreement Date (i) each of the Borrower,
GBP and the Subsidiaries owns, free and clear of all Liens (other than
Permitted Liens) and Negative Pledges, and has the unencumbered right to vote,
all outstanding Equity Interests in each Person shown to be held by it on such
Schedule, (ii) all of the issued and outstanding capital stock of each
such Person organized as a corporation is validly issued, fully paid and
nonassessable, and (iii) 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 Person.  As of the
Agreement Date Part II of Schedule 6.1(b) correctly sets forth
or diagrams all Unconsolidated Affiliates of the Borrower and GBP, including
the correct legal name of such Person, the type of legal entity which each such
Person is, and all Equity Interests in such Person held directly or indirectly
by the Borrower.


(c)                
Authorization of Agreement, Etc.  Borrower has the right and
power, and has taken all necessary action to authorize it, to borrow and obtain
other extensions of credit hereunder.  Borrower and each other Loan Party has
the right and power, and has taken all necessary action to authorize it, 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.  The 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 or other representatives 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 similar laws affecting the rights
of creditors generally and the availability of equitable remedies for the
enforcement of certain obligations (other than the payment of principal)
contained herein or therein may be limited by equitable principles generally.


(d)                
Compliance of Loan Documents with Laws, Etc.  The execution,
delivery and performance of this Agreement, the Notes 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, result in a breach of or constitute
a default under the organizational documents of the Borrower or any other Loan
Party, or any material indenture, agreement or other instrument to which the Borrower
or any other Loan Party is a party or by which it or any of its respective
properties may be bound; or (iii) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by the Borrower or any other Loan Party.


(e)               
Compliance with Law; Governmental Approvals, Agreements.  The Borrower,
each Subsidiary and each other Loan Party is in compliance with its Governing
Documents, each agreement, judgment, decree or order to which any of them is a
party or by which any of them or their properties may be bound, each
Governmental Approval applicable to it and in compliance with all other
Applicable Law (including without limitation, Environmental Laws) relating to
the Borrower, a Subsidiary or such other Loan Party except for noncompliances
which, and Governmental Approvals the failure to possess which, would not,
individually or in the aggregate, cause an Event of Default or have a Material
Adverse Effect.

60





(f)                
Title to Properties; Liens; Title Insurance.  As of the Agreement
Date, Part I of Schedule 6.1(f) sets forth all of the real
property owned or leased by the Borrower, each other Loan Party and each other
Subsidiary, and as of the Agreement Date, each such Person has good, marketable
and legal title to, or a valid leasehold interest in, its respective
Properties.  Each of the Borrower, the Subsidiaries and the other Loan Parties
has title to its properties sufficient for the conduct of its business, except
where any such failure does not have and is not reasonably expected to cause a
Material Adverse Effect.  As of the Agreement Date, there are no Liens or
Negative Pledges against any Unencumbered Assets except for Permitted Liens. 
As of the Agreement Date, the Borrower or another Loan Party is with respect to
all Unencumbered Assets the named insured under a policy of title insurance
issued by a title insurer operating in the jurisdiction where such real
property is located.  As to each such policy of title insurance (i) no
claims are pending that, if adversely determined, could reasonably be expected
to have a Material Adverse Effect; and (ii) no title insurer has given
notice to the insured Person that such policy of title insurance is no longer
in effect.  Neither Borrower, any Subsidiary nor any other Loan Party has knowledge
of any defect in title of any Property that could, individually or in the
aggregate, have a Material Adverse Effect.


(g)                
Existing Notes Payable and Indebtedness.  Schedule 6.1(g)
is, as of December 31, 2004, a complete and correct listing of all Notes
Payable as of such date.  During the period from such date to the Agreement
Date, neither the Borrower, any Subsidiary nor any other Loan Party incurred
any Notes Payable except as set forth on such Schedule.  As of the Agreement
Date, the Borrower, the Subsidiaries and the other Loan Parties are in
compliance with all of the material terms of all Indebtedness of such Persons
in excess of $5,000,000, 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 such a default or event of default, exists with respect to any such
Indebtedness.


(h)                
Material Contracts.  Each of the Borrower, the Subsidiaries and
the other Loan Parties that is a party to any Material Contract is in
compliance with all of the material 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 such a default or event of
default, exists with respect to any such Material Contract.

(i)               
Litigation.  Except as set forth on Schedule 6.1(i),
there are no actions, suits or proceedings served upon the Borrower, any
Subsidiary or any other Loan Party (nor, to the knowledge of the Borrower, are
there any actions, suits or proceedings threatened or otherwise pending, nor is
there any basis therefor) against or in any other way relating adversely to or
affecting the Borrower, any Subsidiary or any other Loan Party or any of its
respective property in any court, or before any tribunal, administrative
agency, board, arbitrator or mediator of any kind or before or by any other
Governmental Authority which has or would reasonably be expected to have a
Material Adverse Effect or which question the validity or enforceability of any
of the Loan Documents.  There are no strikes, slow downs, work stoppages or
walkouts or other labor disputes in progress or threatened relating to the Borrower,
any Subsidiary or any other Loan Party which has or would be reasonably
expected to have a Material Adverse Effect.  There are no judgments outstanding
against or affecting the Borrower, their Subsidiaries or any other Loan Party
or any of their properties for which insurance has not been acknowledged in
writing by the applicable insurance carrier individually or in the aggregate
involving amounts in excess of $10,000,000.

61





(j)                
Taxes.  All federal, state and other tax returns of the Borrower,
any Subsidiary or any other Loan Party required by Applicable Law to be filed
have been duly filed, and all federal, state and other taxes, assessments and
other governmental charges or levies upon the Borrower, any Subsidiary and each
other Loan Party and their respective properties, income, profits and assets
which are due and payable have been paid, except any such nonpayment which is
at the time permitted under Section 7.6.  As of the Agreement Date, none
of the United States income tax returns of the Borrower, the Subsidiaries or
any other Loan Party is under audit.  All charges, accruals and reserves on the
books of the Borrower, GBP and each of the Subsidiaries in respect of any taxes
or other governmental charges are in accordance with GAAP.


(k)                
Financial Statements.  The Borrower has furnished to each Lender
copies of (i) the audited consolidated balance sheet of Borrower and its
consolidated Subsidiaries for the fiscal year ending December 31, 2004,
and the related audited consolidated statements of income, shareholders' equity
and cash flow for the fiscal year ending on such date, with the opinion thereon
of Borrower's independent public accountant, (ii) the unaudited
consolidated statements of income and cash flow for Borrower and its
consolidated Subsidiaries for the twelve (12) months ending December 31, 2004
certified by the chief financial officer of General Partner, and
(iii) unaudited statements of Net Operating Income for each of the
Unencumbered Assets for the fiscal quarter ended December 31, 2004 satisfactory
in form to the Agent and certified by the chief financial officer of General
Partner.  Such financial statements included in items (i) and (ii) above
(including in each case related schedules and notes) are complete and correct
and present fairly, in accordance with GAAP consistently applied throughout the
periods involved and in all material respects, the consolidated financial
position of Borrower and its consolidated Subsidiaries as at their respective
dates and the results of operations and the cash flow for such periods.  Such
statements included in the item (iii) above are complete and correct and
present fairly, in accordance with GAAP consistently applied throughout the
periods involved and in all material respects the Net Operating Income for such
periods. Neither Borrower, any Subsidiary nor any other Loan Party has on the
Agreement Date any material contingent liabilities, material liabilities,
material liabilities for taxes, material or unusual or long-term commitments or
material unrealized or forward anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in said
financial statements or except as set forth on Schedule 6.1(k).


(l)                
No Material Adverse Change.  Since December 31, 2004, there has been no material adverse change in the consolidated financial condition,
results of operations, business or prospects of the Gables Group.  Each of the Borrower
and the other Loan Parties is Solvent.  Each of the Subsidiaries (other than any
Loan Parties) is Solvent, other than any such Subsidiaries which, when taken
together with any such Subsidiaries that are subject to any case or proceeding
of the type described in Sections 10.1(f) and (g), individually or in the
aggregate contribute Gross Asset Value of less than $50,000,000.


(m)               
ERISA.  Each member of the ERISA Group is in compliance with its
obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to
each Plan, except in each case for noncompliances which could not reasonably be
expected to have a Material Adverse Effect.  As of the Agreement Date, 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)

62





 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.


(n)                
Not Plan Assets; No Prohibited Transaction.  None of the assets
of the Borrower, any Subsidiary or any other Loan Party constitute "plan
assets" within the meaning of ERISA, the Internal Revenue Code and the
respective regulations promulgated thereunder.  Provided that the funds used by
the Lenders under this Agreement do not constitute assets allocated to any
separate account maintained by such Lender in which any employee benefit plan
(or its related trust) has any interest or any other assets of an employee
benefit plan, the execution, delivery and performance of this Agreement and the
other Loan Documents, and the borrowing and repayment of amounts hereunder, do
not and will not constitute "prohibited transactions" under ERISA or the
Internal Revenue Code.


(o)                
Environmental Matters.  


                    (i)                
The Borrower, each Subsidiary and each other Loan Party is in compliance
with the requirements of all applicable Environmental Laws except for such non‐compliance
which could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


                    (ii)                
No Hazardous Materials have been (i) generated or manufactured on,
transported to or from, treated at, stored at or discharged from any Property
in violation of any Environmental Laws; (ii) discharged into subsurface waters
under any Property in violation of any Environmental Laws; or (iii) discharged
from any Property on or into property or waters (including subsurface waters)
adjacent to any Property in violation of any Environmental Laws, which
violation, in the case of any of (i), (ii) or (iii) could, either individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


                    (iii)               
Except for any of the following matters or liabilities that could not,
either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, neither the Borrower, any Subsidiary nor any other Loan Party
(i) has received notice (written or oral) or otherwise learned of any
claim, demand, suit, action, proceeding, event, condition, report, directive,
lien, violation, non‐compliance or investigation indicating or concerning
any potential or actual liability (including, without limitation, potential
liability for enforcement, investigatory costs, cleanup costs, government
response costs, removal costs, remedial costs, natural resources damages,
property damages, personal injuries or penalties) arising in connection with
(x) any non‐compliance with or violation of the requirements of any
applicable Environmental Laws, or (y) the presence of any Hazardous Materials
on any Property (or any Property previously owned by any of such Persons) or
the release or threatened release of any Hazardous Materials into the
environment, (ii) has any threatened or actual liability in connection with the
presence of any Hazardous Materials on any Property (or any Property previously
owned by any of such Persons) or the release or threatened release of any
Hazardous Materials into the environment, (iii) has received notice of any
federal or state investigation evaluating whether any remedial action is needed
to respond to the presence of any Hazardous Materials on any Property (or any
Property previously owned by any of such Persons) or a release or threatened
release of any Hazardous Materials into the environment for which the Borrower,
any Subsidiary or any Loan Party is or may be liable, or (iv) has received
notice that Borrower, any Subsidiary or any Loan Party is or may be liable to
any Person under any Environmental Law.

63

 





                    (iv)                
To Borrower's knowledge, no Property is located in an area identified by
the Secretary of Housing and Urban Development as an area having special flood
hazards, or if any such Property is located in such a special flood hazard
area, then the Borrower has obtained all insurance that is required to be
maintained (as determined by Borrower in the exercise of its reasonable
business judgment) by law or which is customarily maintained by Persons engaged
in similar businesses and owning similar Properties in the same general areas
in which the Borrower operates.


(p)                
Investment Company; Public Utility Holding Company.  None of the Borrower,
any Subsidiary nor any other 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 to consummate the transactions contemplated by this
Agreement or to perform its obligations under any Loan Document to which it is
a party.


(q)                
Margin Stock.  None of the Borrower, any Subsidiary nor any other
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 buying or carrying "margin stock" or a "margin security" within
the meaning of Regulations T, U and X of the Board of Governors of the
Federal Reserve System.


(r)                
Intellectual Property.  Except as would not have a Material
Adverse Effect, (i) the Borrower, each Subsidiary and each other Loan
Party owns or has the right to use, under valid license agreements or
otherwise, all material patents, licenses, franchises, trademarks, trademark
rights, trade names, trade name rights, trade secrets and copyrights
(collectively, "Intellectual Property") used in the conduct of its businesses
as now conducted and as contemplated by the Loan Documents, without known
conflict with any patent, license, franchise, trademark, trade secret, trade
name, copyright, or other proprietary right of any other Person; (ii) the Borrower,
each such Subsidiary and each other Loan Party have taken all such steps as
they deem reasonably necessary to protect their respective rights under and
with respect to such Intellectual Property; (iii) no claim has been asserted by
any Person with respect to the use of any Intellectual Property by the Borrower,
any Subsidiary or any other Loan Party, or challenging or questioning the
validity or effectiveness of any Intellectual Property; and (iv) the use of
such Intellectual Property by the Borrower, the Subsidiaries and the other Loan
Parties, does not infringe on the rights of any Person, subject to such claims
and infringements as do not, in the aggregate, give rise to any liabilities on
the part of the Borrower, the Subsidiaries and the other Loan Parties.


(s)                
Business.  The Borrower, the Subsidiaries and the other Loan
Parties are engaged substantially in the business of the acquisition,
disposition, financing, ownership, development rehabilitation, leasing,
operation and management of Multifamily Properties and other businesses
activities incidental thereto or Non-Multifamily Properties and Condominium
Properties to the extent permitted under this Agreement.

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(t)                 
Broker's Fees.  Except for fees to be paid pursuant to
Section 3.6, 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 the Borrower, any of the Subsidiaries or any other Loan
Party ancillary to the transactions contemplated hereby.


(u)                 
Accuracy and Completeness of Information.  No written
information, report or other papers or data (excluding financial projections
and other forward looking statements) furnished to the Agent or any Lender by,
or to the Borrower's knowledge with respect to such matters prepared by
independent third parties, on behalf of, or at the direction of, the Borrower,
any Subsidiary or any other Loan Party in connection with or relating in any
way to this Agreement, contained any untrue statement of a fact material to the
creditworthiness of the Borrower, any Subsidiary or any other Loan Party or
omitted to state a material fact necessary in order to make such statements
contained therein, in light of the circumstances under which they were made,
not misleading in any material respect.  The written information, reports and
other papers and data with respect to the Borrower, any Subsidiary, any other
Loan Party or the Unencumbered Assets (other than projections and other
forward-looking statements) furnished to the Agent or the Lenders in connection
with or relating in any way to this Agreement was, at the time so furnished,
complete and correct in all material respects, or has been subsequently
supplemented by other written information, reports or other papers or data, to
the extent necessary to give in all material respects a true and accurate
knowledge of the subject matter.  All financial projections and other forward
looking statements prepared by, or to the Borrower's knowledge with respect to
such matters prepared by independent third parties, on behalf of the Borrower,
any Subsidiary or any other Loan Party that have been or may hereafter be made
available to the Agent or any Lender were or will be prepared in good faith
based on reasonable assumptions when prepared.  No fact or circumstance is
known to the Borrower which has had, or may in the future have (in the exercise
of its reasonable business judgment and 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 6.1(k) or in such information,
reports or other papers or data or otherwise disclosed in writing to the Agent
and the Lenders prior to the Effective Date.


(v)                
REIT Status.  GBP qualifies as a REIT, has elected to be treated
as a REIT, and is in compliance with all requirements and conditions imposed
under the Internal Revenue Code necessary to allow GBP to maintain its status
as a REIT.


(w)                
Unencumbered Assets.  As of the Agreement Date, Schedule 6.1(w)
is a correct and complete list of all Unencumbered Assets.  Each of the
Properties included by the Borrower in calculations of Unencumbered Asset Value
satisfies all of the requirements contained in this Agreement for the same to
be included therein.


(x)                 
Insurance.  The Borrower, the Subsidiaries and the other Loan
Parties have insurance covering the Borrower, the Subsidiaries and the other
Loan Parties and their respective Properties (the cost of such insurance being
borne by the insured thereunder) in such amounts and against such risks and
casualties as are customary (as determined by Borrower in the exercise of its
reasonable business judgment) for Persons or Properties of similar character
and location, due regard being given to the type of improvements thereon, their
construction, location, use and occupancy.  As of the Agreement Date, none of
the Borrower, any Subsidiary nor any other Loan Party has received written
notice that any such insurance has been cancelled, not renewed, or impaired in
any way.

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(y)                
Ownership of Borrower.  General Partner is the sole general
partner of Borrower and owns an Equity Interest in Borrower as the general
partner thereof.  GBP is the sole shareholder of General Partner.  GBP owns,
directly or indirectly, at least fifty-five percent (55%) of the Equity
Interests in Borrower.  


(z)                
No Bankruptcy Filing.  None of (i) the Borrower or any Loan
Party or (ii) the Subsidiaries (other than Loan Parties) which, when taken
together with any such Subsidiaries described in this Section 6.1(z)(ii) that
are subject to any case or proceedings of the type described in Sections
10.1(f) and (g), individually or in the aggregate contribute Gross Asset Value
of $50,000,000 or more, is contemplating either the filing of a petition by it
under any state or federal bankruptcy or insolvency laws or the liquidation of
its assets or property, and the Borrower has no knowledge of any Person
contemplating the filing of any such petition against any of such Persons.


(aa)                
No Fraudulent Intent.  Neither the execution and delivery of this
Agreement or any of the other Loan Documents nor the performance of any actions
required hereunder or thereunder is being undertaken by the Borrower or any
other Loan Party with or as a result of any actual intent by any of such
Persons to hinder, delay or defraud any entity to which any of such Persons is
now or will hereafter become indebted.


(bb)                
Transaction in Best Interests of Borrower; Consideration.  The
transaction evidenced by this Agreement and the other Loan Documents is in the
best interests of the Borrower and the other Loan Parties and the creditors of
such Persons.  The direct and indirect benefits to inure to the Borrower and
the other Loan Parties pursuant to this Agreement and the other Loan Documents
constitute substantially more than "reasonably equivalent value" (as such term
is used in §548 of the Bankruptcy Code) and "valuable consideration," "fair
value," and "fair consideration" (as such terms are used in any applicable
state fraudulent conveyance law), in exchange for the benefits to be provided
by the Borrower and the other Loan Parties pursuant to this Agreement and the
other Loan Documents, and but for the willingness of each Guarantor to guaranty
the Obligations, the Borrower would be unable to obtain the financing
contemplated hereunder which financing will enable the Borrower and the other
Loan Parties to have available financing to conduct and expand their business. 
The Borrower and the other Loan Parties constitute a single integrated
financial enterprise and each receives a benefit from the availability of
credit under this Agreement to the Borrower.


(cc)                
Property.  As of the Agreement Date, all of the Borrower's, the
Subsidiaries' and the other Loan Parties' properties are in good repair and
condition, subject to ordinary wear and tear and casualty, except that all
Multifamily Properties are and have been maintained in a first class manner
(taking into consideration the age and market positioning of such Multifamily
Properties).  The Borrower has completed or caused to be completed an
appropriate investigation of the environmental condition of each Property,
including preparation of a "Phase I" report and, if appropriate, a "Phase II"
report, in each case prepared by a recognized environmental engineer in
accordance with customary standards which discloses that such property is not
in violation of the representations and covenants set forth in Section
6.1(o)(i)-(iii) of this Agreement, unless such violation has been
disclosed in writing to the Agent and remediation actions satisfactory to Agent
are being

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taken.  As of the Agreement Date, there are no unpaid or outstanding
real estate or other taxes or assessments on or against any property of the Borrower,
the Subsidiaries or the other Loan Parties which are delinquent.  Except as set
forth in Schedule 6.1(cc) hereto, there are no pending eminent domain
proceedings against any property of the Borrower, the Subsidiaries or the other
Loan Parties or any part thereof, and, to the knowledge of the Borrower, no
such proceedings are presently threatened or contemplated by any taking
authority which may, in all such events, individually or in the aggregate have
a Material Adverse Effect.  None of the property of the Borrower, the
Subsidiaries or the other Loan Parties is now damaged or injured as a result of
any fire, explosion, accident, flood or other casualty in any manner which
individually or in the aggregate would have any Material Adverse Effect.


(dd)                
No Event of Default.  No Default or Event of Default has occurred
and is continuing.


(ee)                
Subordination.  None of the Borrower, the Subsidiaries or any
other Loan Party is a party to or bound by any agreement, instrument or
indenture that may require the subordination in right or time of payment of any
of the Obligations to any other indebtedness or obligation of any of such
Persons; provided that the foregoing shall not apply to any right of the holder
of secured indebtedness to prior payment from the collateral for such
indebtedness or the obligation to pay Indebtedness having a maturity date prior
to the Termination Date.  


Section 6.2           
Survival of Representations and Warranties, Etc.   


    All statements contained in any certificate,
financial statement or other instrument delivered by or on behalf of the Borrower,
any Subsidiary or any other Loan Party to the Agent or any Lender pursuant to
or in connection with this Agreement or any of the other Loan Documents
(including, but not limited to, any such statement made in or in connection
with any amendment thereto or any statement contained in any certificate,
financial statement or other instrument delivered by or on behalf of the Borrower
prior to the Agreement Date and delivered to the Agent or any Lender in
connection with closing the transactions contemplated hereby) 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 the date of the occurrence of any 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 in all material respects on and as of such earlier date)
and except for changes in factual circumstances or transactions, in either
event not prohibited 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.


ARTICLE VII. AFFIRMATIVE COVENANTS


    For so long as this Agreement is in effect,
unless the Requisite Lenders (or, if required pursuant to Section 12.6,
all of the Lenders) shall otherwise consent in the manner provided for in
Section 12.6, the Borrower shall comply with the following covenants:

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Section 7.1         Preservation of Existence and Similar Matters. 



    Except as otherwise permitted under
Section 9.7, the Borrower shall preserve and maintain, and cause each
Subsidiary and each other Loan Party to preserve and maintain, their 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 it is organized, in each
jurisdiction in which any Unencumbered Asset owned (or leased pursuant to a
Ground Lease) by it is located, and in each other 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.  Borrower
shall, and shall cause the other Loan Parties to, develop and implement such
programs, policies and procedures as are necessary to comply with the Patriot
Act such that no Material Adverse Effect shall occur.


Section 7.2          
Compliance with Applicable Law and Contracts.   


    The Borrower shall comply, and cause each
Subsidiary and each other Loan Party to comply, with (a) all Applicable
Law, including the obtaining of all Governmental Approvals, (b) their
respective Governing Documents, and (c) all mortgages, indentures, contracts,
agreements and instruments to which it is a party or by which any of its
properties may be bound, the failure, in any such event, with which to comply
would have a Material Adverse Effect.


Section 7.3           
Maintenance of Property.   


    In addition to the requirements of any of the
other Loan Documents, the Borrower shall, and, except to the extent the same
would not have a Material Adverse Effect, shall cause each Subsidiary and other
Loan Party to, (a) protect and preserve all of its properties or cause to be
protected and preserved, and maintain or cause to be maintained in good repair,
working order and condition all tangible properties, ordinary wear and tear and
casualty excepted, and maintain all Multifamily Properties (other than Property
consisting of land acquired with existing improvements which are to be
substantially demolished) in a first class manner (taking into consideration
the age and market positioning of such Multifamily Property), and (b) 
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.


Section 7.4           
Conduct of Business.   


    The Borrower shall at all times carry on, and shall
cause the Subsidiaries and the other Loan Parties to carry on, its respective
businesses as now conducted by it and as described in Section 6.1(s) (it
being acknowledged that no Subsidiary (other than a Loan Party) shall be
required to continue to carry on its business, except as and to the extent the
failure to carry on its business would have a Material Adverse Effect).  The Borrower
shall at all times cause GDTRS to engage solely in the business of, directly or
indirectly through a joint venture, the acquisition, disposition, financing,
ownership, development, rehabilitation, renovation, leasing, operation and
management of Multifamily Properties and Condominium Properties and other
activities incidental thereto.

68














Section 7.5             Insurance. 



    In addition to the requirements of any of the
other Loan Documents, the Borrower shall, and shall cause each Subsidiary and
other Loan Party to, maintain or cause to be maintained commercially reasonable
insurance with financially sound and reputable insurance companies covering
such Persons and their respective properties in such amounts and against such
risks and casualties as are customary  (as determined by the Borrower in the
exercise of its reasonable business judgment) for Persons or properties of
similar character and location, due regard being given to the type of
improvements thereon, their construction, location, use and occupancy, and from
time to time deliver to the Agent or any Lender upon its written request copies
of all policies or certificates of the insurance then in effect.


Section 7.6          
Payment of Taxes and Claims.   


    The Borrower shall, and shall cause each
Subsidiary and other Loan Party to, pay and discharge or cause to be paid and
discharged 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 (i) 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 the Borrower, such Subsidiary or such other Loan Party, as applicable,
in accordance with GAAP; provided further that upon the commencement of
proceedings to foreclose any lien that may have attached as security therefor,
such Person either (A) will provide a bond issued by a surety reasonably
acceptable to the Agent and sufficient to stay all such proceedings or
(B) if no such bond is provided, will pay each such tax, assessment,
governmental charge, levy or claim, or (ii) which in an aggregate amount for
all Properties are not in excess of $1,000,000.


Section 7.7          
Visits and Inspections.   


    The Borrower shall, and shall cause each
Subsidiary and other Loan Party to, permit representatives or agents of any
Lender or the Agent, from time to time, as often as may be reasonably
requested, but only during normal business hours and at the expense of such
Lender or the Agent (unless a Default or Event of Default shall be
continuing, in which case the exercise by the Agent or such Lender of its
rights under this Section shall be at the expense of the Borrower), as the case
may be, to: (a) visit and inspect all properties of the Borrower, such
Subsidiary or other Loan Party to the extent any such right to visit or inspect
is within the control of such Person; (b) inspect and make extracts from
their respective books and records, including but not limited to management
letters prepared by independent accountants; and (c) discuss with its
principal officers, and its independent accountants, its business, properties,
condition (financial or otherwise), results of operations and performance.  If
requested by the Agent, the Borrower shall execute an authorization letter
addressed to its accountants authorizing the Agent or any Lender to discuss the
financial affairs of the Borrower and any Subsidiary or any other Loan Party
with its accountants.

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Section 7.8          Use of Proceeds; Letters of Credit. 



    The Borrower shall use the proceeds of all
Loans and all Letters of Credit for general business purposes only.  The Borrower
shall not, and shall not permit any Subsidiary or other Loan Party to, use any
part of such proceeds or Letters of Credit 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 Regulations T, U or X 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.


Section 7.9         
Environmental Matters.   


    Except as would not have a Material Adverse
Effect, the Borrower shall, and shall cause all Subsidiaries and the other Loan
Parties to, comply or cause to be complied with, all Environmental Laws in all
respects.  If the Borrower, any Subsidiary or any other Loan Party shall
(a) receive notice that any material 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 Borrower, any Subsidiary or any
other Loan Party alleging material violations of any Environmental Law or
requiring Borrower, any Subsidiary or any other Loan Party 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 Borrower,
any Subsidiary or any other Loan Party 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 individually or in the aggregate in excess of
$10,000,000, except to the extent that such liability is insured against or
otherwise indemnified against by a credit-worthy third party reasonably
acceptable to the Agent and reasonably likely to honor such indemnity as
reasonably determined by the Agent, the Borrower shall provide the Agent and
each Lender with a copy of such notice within thirty (30) days after the
receipt thereof by the Borrower, any Subsidiary or any other Loan Party.  The Borrower
shall, and shall cause the Subsidiaries and the other Loan Parties to, take or
cause to be taken promptly 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, which Liens individually or in the aggregate are for
obligations in excess of, or that could reasonably exceed, $5,000,000.


Section 7.10       
Books and Records.   


The Borrower shall, and shall cause each of the
Subsidiaries and the other Loan Parties to, maintain true and accurate books
and records pertaining to their respective business operations in which full,
true and correct entries will be made in accordance with GAAP.  


Section 7.11       
Further Assurances.   


The Borrower shall, at the Borrower's cost and
expense and upon request of the Agent, execute and deliver or cause to be
executed and delivered, to the 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 Agent to
carry out more effectively the provisions and purposes of this Agreement and
the other Loan Documents.

70

































Section 7.12        New Subsidiaries/Guarantors. 



(a)                
Requirement to Become Guarantor.  Within fifteen (15) days of any
Person becoming a Material Subsidiary after the Effective Date, the Borrower
shall deliver to the Agent each of the following items, each in form and
substance satisfactory to the Agent:  (i) a Joinder Agreement executed by
such Material Subsidiary and (ii) the items that would have been delivered
under Sections 5.1(a)(iv) through (viii) if such Material Subsidiary had
been one on the Effective Date (provided, however, that if the items described
in Section 5.1(a)(iv) through (viii) have been provided with respect to
Guarantors (excluding GBP and General Partner) whose assets equal or exceed
seventy-five percent (75%) of the Adjusted Gross Asset Value of all Guarantors other
than GBP and General Partner (but including any Material Subsidiary becoming a
Guarantor after the Effective Date), then the Borrower shall only be required
to deliver pursuant to this clause (ii) the items that would have been
delivered under Sections 5.1(a)(v) through (viii)).  Additionally, in
the event that any Wholly Owned Subsidiary of Borrower or GBP, whether presently
existing or hereafter formed or acquired, which is not a Guarantor at such
time, shall after the date hereof become a guarantor under any existing or
future Unsecured Indebtedness of Borrower or any other Loan Party, then Borrower
shall cause such Subsidiary to execute and deliver the items described in this
Section 7.12(a).  At the election of Borrower, any other Subsidiary of Borrower
or GBP, whether presently existing or hereafter formed or acquired, which is
not a Guarantor at such time, may become a Guarantor by delivering to the Agent
each of the items described in this Section 7.12(a).


(b)              
Release of a Guarantor.  The Borrower may request in writing that
the Agent release, and upon receipt of such request the Agent shall release
(subject to the terms of the Guaranty), a Guarantor from the Guaranty so long
as:  (i) such Guarantor is not otherwise required to be a party to the
Guaranty under this Section 7.12 or Section 9.1(h); (ii) no
Default or Event of Default shall then be in existence or would occur as a
result of such release, including without limitation, a Default or Event of
Default resulting from a violation of any of the covenants contained in this
Section 7.12 or Section 9.1; (iii) the Agent shall have received
such written request at least ten (10) Business Days prior to the requested
date of release; (iv) Borrower shall deliver to Agent evidence reasonably
satisfactory to Agent either that (A) the Gables Group has disposed of or
simultaneously with such release will dispose of its entire interest in such
Guarantor or that all of the assets of such Guarantor will be disposed of in
compliance with the terms of this Agreement, and if such transaction involves
the disposition by such Guarantor of all of its assets, the net cash proceeds
from such disposition are being distributed to the applicable members of the
Gables Group in connection with such disposition, (B) such Guarantor will
be the borrower with respect to Secured Indebtedness permitted under this
Agreement, which Indebtedness will be secured by a Lien on the assets of such
Guarantor, or (C) the Gables Group has contributed or simultaneously with
such release will contribute its entire direct or indirect interest in such
Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly
Owned Subsidiary or that such Guarantor will be contributing all of its assets
to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned
Subsidiary in compliance with the terms of this Agreement. Delivery by the Borrower
to the Agent of any such request for a release shall constitute a
representation by the Borrower that the matters set forth in the preceding
sentence (both as of the date of the giving of such request and as of the date
of the effectiveness of such request) are true and correct with respect to such
request.  Notwithstanding the foregoing, the foregoing provisions shall not
apply to GBP or General Partner, which may only be released upon the written
approval of Agent and all of the Lenders.

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Section 7.13           
REIT Status.  


    GBP shall at all times maintain its status as,
and elect to receive status as, a REIT.


Section 7.14           
Exchange Listing.   


    The Borrower shall cause GBP to maintain at
least one class of common shares of GBP having trading privileges on and to be
traded on the New York Stock Exchange or the American Stock Exchange.  


Section 7.15          
Credit Rating.   


    In the event that Borrower obtains a Credit Rating for the
purposes of determining the Applicable Margin, Borrower shall at all times
thereafter pay such monitoring, surveillance or similar fees as may be required
by the applicable Rating Agency to continue to monitor the Borrower, and the Borrower
shall upon the request of Agent provide evidence to Agent of the payment
thereof.


Section 7.16          
More Restrictive Agreements.   


    Should the Borrower or any Guarantor, while this Agreement
is in effect or any Note remains unpaid or any Letter of Credit remains
outstanding, enter into, refinance or modify the relevant documents pertaining
to any existing or future Indebtedness for money borrowed which constitutes
revolving credit, in an amount exceeding $20,000,000 in aggregate amount to any
lender or group of lenders acting in concert with one another, pursuant to a
loan agreement, credit agreement, note purchase agreement, indenture or other
similar instrument, which instrument includes covenants, warranties,
representations, or defaults or events of default (or any other type of
restriction which would have the practical effect of any of the foregoing,
including, without limitation, any "put" or mandatory prepayment of such debt)
other than those set forth herein or in any of the other Loan Documents, the Borrower
shall promptly so notify the Agent and, if the Agent, in the discretion of the
Agent, shall so request by written notice to the Borrower, the Borrower, the
Agent and the Requisite Lenders (in their sole discretion and based on their
respective independent credit judgment, and subject to Section 12.6) shall
(and Borrower shall cause the Guarantors to, as applicable) promptly amend this
Agreement to incorporate some or all of such provisions into this Agreement
and, to the extent necessary and reasonably desirable to the Agent and the
Requisite Lenders (in their sole discretion and based on their respective
independent credit judgment), into any of the other Loan Documents, all at the
election of the Agent; provided, however, that any such amendment
shall provide that, upon cancellation or termination of the loan agreement,
credit agreement, note purchase agreement, indenture or other instrument
pertaining to such other revolving credit (other than by reason of an event of
default thereunder), so long as no Default or Event of Default is in existence,
such amendment also shall terminate and the provisions of this Agreement
affected by such amendment shall revert to the terms thereof as in effect prior
to giving effect to such amendment.  


ARTICLE VIII. INFORMATION























    For so long as this Agreement is in effect,
unless the Requisite Lenders (or, if required pursuant to Section 12.6,
all of the Lenders) shall otherwise consent in the manner set forth in
Section 12.6, the Borrower shall furnish to each Lender (or to the Agent
if so provided below) at its Lending Office:

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Section 8.1           
Quarterly Financial Statements.   


    As soon as available and in any event within
forty-five (45) days after the close of each of the first, second and third
fiscal quarters of Borrower,  the unaudited consolidated balance sheet of Borrower,
its Subsidiaries and GDTRS as of the end of such period and the related
unaudited consolidated statements of income, shareholders' equity and cash
flows of Borrower, its Subsidiaries and GDTRS 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 or chief accounting officer of the General
Partner, in his or her opinion, to present fairly, in accordance with GAAP as
then in effect, the consolidated financial position of  Borrower, its
Subsidiaries and GDTRS,  as at the date thereof and the results of operations
for such period (subject to normal year end audit adjustments).  In addition,
for each balance sheet and income statement so provided, a supplemental
unaudited combining balance sheet and statement of income shall be provided
that reflects the accounts of Borrower and its Subsidiaries in the first
column, the accounts of GDTRS in the second column and the combined total of
the accounts from the first and second column in the third column, such
accounts representing the combined accounts of Borrower, its Subsidiaries and
GDTRS.  The supplemental unaudited balance sheets and income statements so
provided shall be certified by the chief financial or chief accounting officer
of the General Partner to present fairly, in accordance with GAAP (except with
respect to the consolidation of GDTRS) the respective financial position of
such Persons at the date thereof and the results of operations for such period
(subject to normal year end audit adjustments).  Together with such financial
statements, the Borrower shall deliver reports, in form and detail satisfactory
to the Agent, setting forth (i) a statement of Consolidated Income Available
for Distribution for the fiscal quarter then ending; (ii) all capital
expenditures made during the fiscal quarter then ended; (iii) a description of
all Properties acquired during such fiscal quarter, including the Net Operating
Income of each such Property, acquisition costs and related mortgage debt; (iv)
a description of all Properties sold during the fiscal quarter then ended,
including the Net Operating Income from such Properties and the sales price,
and with respect to Condominium Properties, the number of units for sale, the
number of units sold, the number of units remaining for sale, the sales price
of each unit, and whether management or control of such Condominium Property
has been turned over to a homeowner's association or similar entity; (v) a
schedule of the Net Operating Income contribution by each Property and by each
market, including a summary of the economic occupancy, rent potential, and
income and expense for such Properties for the preceding fiscal quarter; (vi)
pro forma quarterly financial information for Borrower, its Subsidiaries and
the other Loan Parties for the next four (4) fiscal quarters, including pro
forma covenant calculations, EBITDA, sources and uses of funds, capital
expenditures, Net Operating Income for the Properties, and other income and
expenses,; and (vii) such other information as the Agent may reasonably
request.


Section 8.2          
Year End Statements.

    As soon as available and in any event within ninety (90)
days after the end of each fiscal year of the Borrower, the audited
consolidated balance sheet of Borrower, its Subsidiaries and GDTRS as at the
end of such fiscal year and the related audited consolidated statements of
income, shareholders' equity and cash flows of Borrower, its Subsidiaries and
GDTRS 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
the chief financial or chief accounting officer of the General Partner, in his
or her opinion, to present fairly, in accordance with GAAP as then in effect,
the consolidated financial position of Borrower, its Subsidiaries and GDTRS, as
at the date thereof and the results of operations for such period and

73





audited
by the independent certified public accountants of recognized national standing
acceptable to the Agent, whose opinion shall be unqualified.  In addition, for
each balance sheet and income statement so provided, a supplemental unaudited
combining balance sheet and statement of income shall be provided that reflects
the accounts of Borrower and its Subsidiaries in the first column, the accounts
of GDTRS in the second column and the combined total of the accounts from the
first and second column in the third column, such accounts representing the
combined accounts of Borrower, its Subsidiaries and GDTRS.  The supplemental
unaudited balance sheets and income statements so provided shall be certified
by the chief financial or chief accounting officer of the General Partner to
present fairly, in accordance with GAAP (except with respect to the
consolidation of GDTRS) the respective financial position of such Persons at
the date thereof and the results of operations for such period and shall be
accompanied by an agreed procedures report reasonably acceptable to Agent of
independent certified public accountants of recognized national standing
acceptable to the Agent.  In addition, Borrower shall deliver the reports
described in Section 8.1(i)-(vii) with such year-end statements.


Section 8.3          
Compliance Certificate.























    At the time financial statements are
required to be furnished pursuant to Sections 8.1 and 8.2, and within ten (10) Business Days
of the Agent's request with respect to any other fiscal period, a certificate
substantially in the form of Exhibit N (a "Compliance Certificate") executed by
the chief financial or chief accounting officer of the General Partner: (a)
setting forth in reasonable detail as at the end of such quarterly accounting
period, fiscal year, or other fiscal period, as the case may be, the
calculations required to establish whether or not the Borrower was in
compliance with the covenants contained in Sections 9.1 through 9.3, 9.6,  9.13
and 9.17, 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, whether it is continuing and the steps being taken by
the Borrower with respect to such event, condition or failure.  With each
Compliance Certificate, Borrower shall also deliver a certificate (an
"Unencumbered Asset Certificate") executed by the chief financial or chief
accounting officer of the General Partner that:  (i) sets forth a list of all
Unencumbered Assets; and (ii) certifies that all Unencumbered Assets so listed
fully qualify as such under the applicable criteria for inclusion as an
Unencumbered Asset.  In addition, with each such Compliance Certificate, Borrower
shall deliver the following information:  (w) a schedule of all outstanding
Indebtedness, including a detailed schedule of Notes Payable showing for each
component of Notes Payable, the lender, the total commitment, the total
Indebtedness outstanding, the interest rate, if fixed, or a statement that the
interest rate floats, the term, the required amortization (if any) and the
security (if any); (x) a schedule of all interest rate protection agreements,
showing for each such agreement, the total dollar amount, the type of agreement
(i.e. cap, collar, swap, etc.) and the term thereof; (y) a development schedule
of the announced development pipeline (including Condominium Properties),
including for each announced development project, the project name and location,
the number of units, the expected construction start date, the expected date of
delivery of the first units, the expected stabilization date, and the total
anticipated cost; (z) a list of all management reports, if any, submitted to
the Borrower or GBP or its management by its independent public accountants,
and a copy thereof upon the request of any Lender or Agent; (aa) with respect
to GDTRS, the information described in (w) and (y) as well as a list of any and
all Investments of GDTRS; and (bb) a list of Guarantors added and released
pursuant to Section 7.12.

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Section 8.4           
Other Information.   


(a)                
Securities Filings.  At the time the Compliance Certificate is
required to be furnished pursuant to Section 8.3, a listing of all registration
statements, 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;


(b)                
Shareholder Information.  Promptly upon the mailing thereof to
the shareholders or partners of a Borrower or GBP generally, copies of all
financial statements, reports and proxy statements so mailed to the extent not
publicly available and promptly upon the issuance thereof copies of all press
releases issued by the Borrower, any Subsidiary or any other Loan Party;


(c)                
ERISA.  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 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 chief financial officer of the
General Partner setting forth details as to such occurrence and the action, if
any, which the Borrower or applicable member of the ERISA Group is required or
proposes to take;


(d)                
Litigation.  To the extent Borrower, any Subsidiary or any other
Loan Party 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,
Borrower, any Subsidiary, any Loan Party or any of their respective properties,
assets or businesses which involve uninsured claims individually or in the
aggregate in excess of $15,000,000, and prompt notice of the receipt of notice
that any United States income tax returns of the Borrower, any Subsidiary or
any other Loan Party are being audited;


(e)                
Modification of Governing Documents.  A copy of any amendment to
a Governing Document of Borrower or any other Loan Party which would have a
material adverse effect on such Person's ability to perform or comply with its
obligations under the Loan Documents promptly upon, and in any event within
fifteen (15) Business Days of, the effectiveness thereof;

75





(f)                
Change of Management or Financial Condition.  Prompt notice of
any change in the executive management of Borrower or GBP, any change in the
business, assets, liabilities, financial condition, results of operations or
business prospects of Borrower, any Subsidiary or any other Loan Party which
has had or would reasonably be expected to have a Material Adverse Effect, or
any other event or circumstance which has had or would reasonably be expected
to have a Material Adverse Effect;


(g)                
Default.  Notice of the occurrence of any of the following
promptly upon a Responsible Officer obtaining knowledge thereof: (i)  any
Default or Event of Default (which notice shall state that it is a "notice of
default" for the purposes of Section 11.3 below) or (ii) any event which
constitutes or which with the passage of time, the giving of notice, or
otherwise, would constitute a default or event of default by Borrower, any
Subsidiary or any other Loan Party under any Indebtedness individually or in
the aggregate in excess of $15,000,000, or 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;


(h)                
Judgments.  Prompt notice of any uninsured order, judgment or
decree in excess of $15,000,000 having been entered against Borrower, any
Subsidiary or any other Loan Party or any of their respective properties or
assets;


(i)                
Notice of Violations of Law.  Prompt notice if Borrower, any
Subsidiary or any other Loan Party shall receive any notification from any
Governmental Authority alleging a violation of any Applicable Law or any
inquiry which has or would reasonably be expected to have a Material Adverse
Effect;


(j)                
Material Subsidiary.  Prompt notice of any Person becoming a
Material Subsidiary;


(k)                
Material Contracts.  Promptly upon the giving or receipt
thereof by Borrower, any Subsidiary or any other Loan Party, notice alleging
that any party to any Material Contract is in default of its obligations
thereunder;


(l)                
Rating Notices.  Not later than five (5) Business Days after
Borrower receives notice of the same from any Rating Agency or otherwise learns
of the same, notice of the issuance of any change or withdrawal in the Credit
Rating by any Rating Agency in respect of the Borrower, together with the
details thereof, and of any announcement by such Rating Agency that any such
Credit Rating is "under review" or that any such Credit Rating has been placed
on a watch list or that any similar action has been taking by such Rating
Agency; and


(m)               
Other Information.  From time to time and promptly upon each request,
such data, certificates, reports, statements, opinions of counsel, documents or
further information regarding the business, assets, liabilities, financial
condition, results of operations or business prospects of the Borrower, any
Subsidiary or other Loan Party as the Agent or any Lender may reasonably
request.

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Section 8.5            
Capitalization Rate Index.


    Borrower shall use good faith efforts to cause RCA to
deliver to Agent and Borrower within twenty (20) days after the end of each
November, February, May and August the Capitalization Rate Index Report for the
preceding 12-month period.  Agent shall promptly deliver a copy thereof to each
of the Lenders (which delivery may be made by electronic means).  The Borrower,
the other Loan Parties and the Lenders acknowledge and agree that Agent makes
no guarantee, warranty or representation, expressed or implied, regarding RCA,
its qualifications, the data used by RCA, the accuracy, completeness or
reliability of any information obtained or provided by RCA, including the Capitalization
Rate Index Report, or otherwise with respect to RCA, the Capitalization Rate or
the Capitalization Rate Index Report, and Agent shall have no liability to any
Lender, Borrower, any other Loan Party or any of their Subsidiaries with
respect thereto.  Each of the Borrower, the other Loan Parties and the Lenders
is independently and without reliance on the Agent agreeing to accept RCA, the
Capitalization Rate Index and the Capitalization Rate Index Report.  Borrower
shall have no right to challenge the Capitalization Rate Index prepared by RCA
for any reason, including without limitation, any claim that Borrower or any of
their respective Subsidiaries has sold or acquired assets at a lower
capitalization rate during the applicable period.


ARTICLE IX. NEGATIVE COVENANTS


    For so long as this Agreement is in effect,
unless the Requisite Lenders (or, if required pursuant to Section 12.6,
all of the Lenders) shall otherwise consent in the manner set forth in
Section 12.6, the Borrower shall comply with the following covenants:


Section 9.1           
Financial Covenants.   


    The Borrower shall not permit:


(a)                
Leverage Ratio.  The ratio of (i) Total Indebtedness to (ii)
Gross Asset Value to exceed 0.60 to 1.00 at any time.


(b)                
Minimum Fixed Charge Coverage Ratio.  The ratio of (i) the
sum of Adjusted EBITDA as determined for the fiscal quarter most recently
ending to (ii) the sum of Fixed Charges for the fiscal quarter most
recently ending multiplied by four (4), to be less than 1.70 to 1.0 at
any time.


(c)                
Secured Indebtedness.  The ratio of (i)(x) Secured Indebtedness
to (y) Gross Asset Value, to be greater than 0.35 to 1.00 at any time; and
(ii)(x) Secured Recourse Indebtedness to (y) Gross Asset Value, to be
greater than 0.10 to 1.00 at any time.


(d)                
Unencumbered Leverage Ratio.  The ratio of (i) Unencumbered Asset
Value to (ii) Unsecured Indebtedness, to be less than 1.67 to 1.0 at any time.


(e)                
Unencumbered Interest Coverage Ratio.  The ratio of (i) the
sum of Unencumbered Adjusted Net Operating Income as determined for the fiscal
quarter most recently ending to (ii) Unsecured Interest Expense as
determined on a consolidated basis for the fiscal quarter most recently ending multiplied
by four (4), to be less than 2.0 to 1.0 at any time.

77





(f)               
Minimum Tangible Net Worth.  Tangible Net Worth at any time to be
less than $680,000,000.


(g)              
Floating Rate Debt.  The aggregate principal amount of all
outstanding Floating Rate Debt to exceed 30% of Gross Asset Value at any time.


(h)              
Total Assets Owned by Borrower
and Guarantors.  The amount of
Gross Asset Value directly or indirectly owned by the Borrower and the
Guarantors to be less than eighty‐five percent (85%) of Adjusted Gross
Asset Value.


(i)                
GDTRS Asset Value.  The GDTRS Asset Value to exceed 10% of Gross
Asset Value at any time.


(j)                
Unsecured Implied Debt Service Coverage Ratio.  The ratio of
(i) the sum of the Unencumbered Adjusted Net Operating Income as determined
for the fiscal quarter most recently ending to (ii) Unsecured Implied Debt
Service to be less than 1.25 to 1.0 at any time.


Section 9.2          
Indebtedness.   


    The Borrower shall not, and shall not permit
any Subsidiary or any other Loan Party to, create, incur, assume, or permit or
suffer to exist, any Indebtedness other than the following:


(a)                
the Obligations;


(b)                
intercompany Indebtedness among the Borrower, GBP and their Wholly Owned
Subsidiaries; provided, however, that the obligations of the Borrower and each
Guarantor in respect of such intercompany Indebtedness shall be subordinate to
the Obligations; and


(c)                
Subject to the limitations in Section 9.17 on Borrower, the Subsidiaries
and the other Loan Parties, any other Indebtedness existing, created, incurred
or assumed before or after the Agreement Date, so long as immediately prior to
the existence, creation, incurring or assumption thereof, and immediately
thereafter and after giving effect thereto, no Default or Event of Default is
or would be in existence, including without limitation, a Default or Event of
Default resulting from a violation of any of the covenants contained in Section
9.1.  Indebtedness solely of GDTRS shall not be subject to the limitations in
this Section 9.2(c).


Section
9.3          
Certain Permitted Investments.   


    The Borrower shall not, and shall not permit
any Subsidiary or any other Loan Party to, make any Investment in or otherwise
own or hold the following items (whether through the Borrower, a Subsidiary,
any other Loan Party or their respective Unconsolidated Affiliates) which would
cause the aggregate value of such holdings of the Borrower, such Subsidiaries
and the other Loan Parties to exceed the percentage of Gross Asset Value set
forth below at any time:


(a)                
Investments in Unimproved Land shall not exceed five percent (5%) of
Gross Asset Value;


(b)                Investments in securities of companies that are listed and actively
traded on a national securities exchange shall not exceed five percent (5%) of
Gross Asset Value;

78





(c)               
Investments in Non-Multifamily Properties (including
Construction-in-Process with respect thereto) shall not exceed five percent
(5%) of Gross Asset Value;


(d)               
Investments in Notes Receivable shall not exceed ten percent (10%) of
Gross Asset Value;


(e)                
Investments in Unconsolidated Affiliates shall not exceed twenty percent
(20%) of Gross Asset Value;


(f)                
the GDTRS Investment shall not exceed five percent (5%) of Gross Asset
Value; and


(g)                
Investments related to real estate that are not otherwise within the categories
of Investments described in clauses (a) through (f) above shall not exceed
three percent (3%) of Gross Asset Value (provided that this clause (g) shall
not be deemed to permit Investments described in clauses (a) through (f) above
in excess of the limits set forth therein); and


(h)                
Construction-in-Process (including all Condominium Properties) of Borrower,
GBP, the Subsidiaries and their Unconsolidated Affiliates (other than Excluded
Unconsolidated Affiliates) in any Property shall not exceed twenty percent
(20%) of Gross Asset Value, of which Condominium Properties of Borrower, GBP,
the Subsidiaries and their Unconsolidated Affiliates (other than Excluded
Unconsolidated Affiliates) shall not exceed more than five percent (5%) of Gross
Asset Value (it being agreed that Construction-in-Process through joint
ventures which are accounted for under the cost method of accounting will be
included in this calculation to the extent of Borrower's, GBP's, the
Subsidiaries' and their Unconsolidated Affiliates' ownership interest in such
joint ventures).    


    Notwithstanding the foregoing, in no event
shall the aggregate value of the holdings of the Borrower, the Subsidiaries and
the other Loan Parties in the Investments described in clauses (a) through (g)
exceed twenty‐five percent (25%) of Gross Asset Value at any time.  For
the purposes of this Section 9.3, a Property shall be considered Construction
in Process until the issuance of a temporary or permanent certificate of
occupancy (whichever occurs first) for such Property or phase thereof.


    For the purposes of this Section 9.3, the
Investment of Borrower, any Subsidiaries or any other Loan Party in any
Unconsolidated Affiliates will be based on such Person's pro rata share of the
Investment of such Unconsolidated Affiliate valued based upon the applicable
method used in the definition of Gross Asset Value.


    The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party to, directly or indirectly, acquire, make,
purchase or permit to be outstanding any Investment in GDTRS except a GDTRS
Investment that complies with the terms of this Section 9.3.


Section 9.4           
Investments Generally.   


    The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or
purchase any Investment, or permit any Investment of such Person to be
outstanding on and after the Agreement Date, other than the following:

79














(a)                Investments in Subsidiaries and Unconsolidated
Affiliates in existence on the Agreement Date and disclosed on Part I of
Schedule 6.1(b);


(b)                
Investments to acquire Equity Interests of a Subsidiary or any other
Person who after giving effect to such acquisition would be a Subsidiary, so
long as in each case (i) immediately after giving effect to such
Investment, no Default or Event of Default is or would be in existence and
(ii) if such Subsidiary is (or after giving effect to such Investment
would become) a Material Subsidiary, the terms and conditions set forth in
Section 7.12 are satisfied;


(c)                
Investments permitted under Section 9.3;


(d)                
Investments in Cash Equivalents; 


(e)                
intercompany Indebtedness among the Borrower and its Wholly Owned
Subsidiaries provided that such Indebtedness is permitted by the terms of
Section 9.2; and


(f)                
Investments in Unimproved Land, Multifamily Properties, Non‐Multifamily
Properties and Condominium Properties, subject to the terms of this Agreement
(including without limitation the terms of Section 9.3).


Section 9.5          
Liens; Negative Pledges; Other Matters. 




(a)                
The Borrower shall not, and shall not permit any Subsidiary or other Loan
Party to, create, assume, or incur any Lien (other than Permitted Liens) upon
any of its properties, assets, income or profits of any character whether now
owned or hereafter acquired if immediately after the creation, assumption or
incurring of such Lien, a Default or Event of Default is or would be in
existence, including without limitation, a Default or Event of Default
resulting from a violation of any of the covenants contained in
Section 9.1. 


(b)                
The Borrower shall not, and shall not permit any Subsidiary (other than
an Excluded Subsidiary) or other Loan Party to, enter into, assume or otherwise
be bound by any Negative Pledge except for a Negative Pledge contained in any
agreement (i) evidencing Indebtedness which Borrower or such Subsidiary or
Loan Party may create, incur, assume, or permit or suffer to exist under
Section 9.2; (ii) which Indebtedness is secured by a Lien permitted
to exist pursuant to this Agreement, and (iii) which prohibits the
creation of any other Lien on only the property securing such Indebtedness as
of the date such agreement was entered into.


(c)                
The Borrower
shall not, and shall not permit any Subsidiary or other Loan Party to, create
or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of Borrower or other Loan
Party to pledge the Unencumbered Assets as security for the Obligations.


Section 9.6           
Restricted Payments; Stock Repurchases. 




(a)                 
The Borrower shall not, and shall not permit any Subsidiary or other
Loan Party to, declare or make any Restricted Payment; provided, however,
that:  the Borrower may declare or make cash distributions to its partners, and
GBP may declare or make corresponding cash distributions to its shareholders,
in an aggregate amount which, when added to the amount of all other Restricted
Payments paid in the same fiscal quarter and the three immediately preceding
fiscal quarters would 

80





not exceed the greater of (i) the sum of (A) one
hundred percent (100%) of Consolidated Income Available for Distribution of the
Borrower for such period plus (B) the amount of cash distributions made to
Borrower from GDTRS for such period, (ii) the minimum amount necessary for GBP
to remain in compliance with Section 7.13, and (iii) any additional amount
necessary for GBP to distribute one hundred percent (100%) of its "REIT taxable
income" (as defined in the Internal Revenue Code) (assuming that GBP has been
and remains in compliance with Section 7.13) on a cumulative basis in any
taxable year.  Notwithstanding the foregoing, but subject to the following
sentence, if a Default or Event of Default shall have occurred and be
continuing, the Borrower and GBP may only declare or make cash distributions to
its partners or shareholders, as applicable, during any fiscal year in an
aggregate amount not to exceed the minimum amount necessary for GBP to remain
in compliance with Section 7.13.  If a Default or Event of Default specified in
Section 10.1(a), Section 10.1(f) or Section 10.1(g) 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 pursuant to Section 10.2(a), the Borrower
shall not, and shall not permit any Subsidiary or other Loan Party to, make any
Restricted Payments to any Person whatsoever other than to the Borrower or any
Subsidiary.


(b)                
The Borrower shall not, and shall not permit any Subsidiary or other
Loan Party to, declare or make any Stock Repurchase if a Default or Event of
Default exists or, immediately thereafter and after giving effect thereto, a
Default or Event of Default is or would be in existence.


Section 9.7          
Merger, Consolidation, Sales of Assets and Other Arrangements.   


    The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party to: (i) enter into any transaction of
merger, consolidation, reorganization or other business combination;
(ii) liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); or (iii) convey, sell, lease, sublease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or
any substantial part of its business or assets, whether now owned or hereafter
acquired, or discontinue or eliminate any business line or segment (any such
event described in clause (iii), a "Sale"); provided, however,
that:


(a)                
Any of the actions described in the immediately preceding clauses (i)
and (ii) may be taken with respect to any Subsidiary that is not also a Loan
Party, so long as immediately prior to the taking of such action, and
immediately thereafter and after giving effect thereto, no Default or Event of
Default is or would be in existence;


(b)                
Any of the actions described in the immediately preceding clauses (i)
and (ii) may be taken with respect to a Guarantor (other than GBP or General
Partner) in connection with a transaction permitted by Section 7.12(b);


(c)                
A Guarantor may merge with or transfer assets to another Guarantor or
the Borrower (with Borrower as the survivor of such merger) and any other
Subsidiary may merge with or transfer assets to a Guarantor, another
Subsidiary, or the Borrower (with Borrower or such Guarantor as the survivor of
such merger), so long as immediately prior to the taking of such action, and
immediately thereafter and after giving effect thereto, no Default or Event of
Default is or would be in existence; 

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(d)            
A Person (other than Borrower, a Subsidiary or a Loan Party) may merge
with and into Borrower, any Subsidiary or any other Loan Party so long as
(i) such Person was organized under the laws of the United States of
America or one of its states, (ii) Borrower, or except as permitted in
Section 9.7(a) or (b), such Loan Party or Subsidiary is the survivor of such
merger (provided that in any merger involving Borrower, Borrower shall be the
surviving entity), (iii) immediately prior to such merger, and immediately
thereafter and after giving effect thereto, no Default or Event of Default is
or would be in existence; and (iv) the Borrower shall have given the Agent
and the Lenders at least ten (10) Business Days' prior written notice of
such merger (except that such prior notice shall not be required in the case of
the merger of a Subsidiary with and into Borrower); and


(e)                
the foregoing limitation on a Sale shall not prohibit any Sale made in
the ordinary course of business, provided that (i) such Sale does not result in
any Sale of all or any substantial part of the assets or business of GBP,
General Partner or Borrower, and (ii) immediately prior to the taking of such
action, and immediately thereafter, and after giving effect thereto, no Default
or Event of Default would be in existence.


Section 9.8          
Fiscal Year.   


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


Section 9.9           
Modifications to Material Contracts. 




    The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party to, enter into any amendment or modification
to any Material Contract which would have a Material Adverse Effect.


Section 9.10         
Transactions with Affiliates.   


    The Borrower shall not, and shall not permit
any of the Subsidiaries or 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, except
transactions in the ordinary course of and pursuant to the reasonable requirements
of the business of the Borrower, any of the Subsidiaries or any Loan Party and
upon fair and reasonable terms which are no less favorable to the Borrower,
such Subsidiary or such Loan Party than would be obtained in a comparable arm's
length transaction with a Person that is not an Affiliate.


Section 9.11         
ERISA Exemptions.   


    The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party 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.


Section 9.12       
Restriction on Prepayment of Indebtedness.  



























    Without the prior written consent of the Agent, neither Borrower,
any Subsidiary nor any other Loan Party shall prepay, redeem or purchase the
principal amount, in whole or in part, of any Indebtedness other than the
Obligations after the occurrence and during the continuation of any Event of
Default; provided, however, that this Section 9.12 shall not prohibit the
prepayment of Indebtedness which is financed solely from the proceeds of a new
loan which would otherwise be permitted by the terms of this Agreement.

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Section 9.13       
Unencumbered Assets.   


    The Unencumbered Assets shall at all times
satisfy all of the following conditions:


(a)                Occupancy.  Unencumbered
Assets (excluding those Unencumbered Assets which are Construction-in-Process
and are not Completed Properties) shall consist solely of Multifamily
Properties which have an aggregate occupancy level of tenants in possession and
paying rent of at least eighty-five percent (85%) of the aggregate apartment
units within such Unencumbered Assets;


(b)               
Construction-in-Process. 
Construction-in-Process which are not Completed Properties shall not contribute
more than twenty percent (20%) of the Unencumbered Asset Value of the
Unencumbered Assets.  Condominium Properties shall not contribute more than
twenty‐five percent (25%) of Construction‐In‐Process;
and


(c)                Short-Term Ground Leases.  The
Unencumbered Asset Value of the Unencumbered Assets which are leased by a
Borrower or another Loan Party pursuant to a Short‐Term Ground Lease
shall not exceed five percent (5%) of the Unencumbered Asset Value.


Section 9.14       
[Intentionally omitted].


Section 9.15       
Additional Restrictions on Secured Indebtedness.


    The Borrower will not permit any Loan Party other than
Borrower to, and shall cause the other Loan Parties (other than Borrower) not
to, create, incur, assume or permit to exist any Secured Indebtedness that is
recourse to such Loan Party. 


Section 9.16       
Outside Business Activities of GBP and General Partner.


    The Borrower shall comply with, and shall cause GBP and
General Partner to comply with, the terms and provisions of Section 7.5.A of
the Seventh Amended and Restated Agreement of Limited Partnership of Gables
Realty Limited Partnership, dated as of July 31, 2003, as the same has
been amended by that certain First Amendment to Seventh Amended and Restated
Agreement of Limited Partnership dated as of June 17, 2004, as written as of
the Agreement Date, and such provisions shall not be amended or waived without
the prior written consent of the Requisite Lenders.

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Section 9.17      
Obligations of GDTRS.























    The Borrower shall not, and shall not permit any
Subsidiary or any other Loan Party to, (i) create, incur or assume any
Indebtedness or Contingent Liability with respect to GDTRS, provide any form of
credit enhancement or otherwise become liable, directly, indirectly or
contingently, with respect to any Indebtedness or other obligations of GDTRS or
have any obligation, directly, indirectly or contingently, to maintain or
preserve the financial condition of GDTRS or cause GDTRS to achieve any
specified levels of operating results, or (ii) create, incur or assume any Lien
on, or enter into any agreement that prohibits, restricts or limits the
creation or assumption of any Lien on, any of their respective properties,
assets, income or profits of any character whether now owned or hereafter
acquired as collateral or any other security or credit enhancement for any
Indebtedness or other obligation of GDTRS.  For the purposes of this Section
9.17 Contingent Liabilities shall include (i) items (a) through (h) of
Contingent Liabilities regardless of whether such liabilities or obligations
are required to be included as liabilities on the balance sheet of Borrower and
its Subsidiaries in accordance with GAAP and (ii) any obligations of Borrower
and its Subsidiaries which would be included in the definition of Contingent
Liability, but for the last two sentences of such definition.  This Section
9.17 shall not limit the incurrence of Indebtedness by GDTRS that is solely
recourse to GDTRS.  The Borrower shall promptly notify Agent in writing of (x)
the designation of any Person as a GDTRS and (y) the revocation of any
designation of a Person as a GDTRS.  Nothing in this Section 9.17 shall prohibit
Borrower or its Subsidiaries from incurring Indebtedness to finance any GDTRS
Investment permitted by this Agreement.


ARTICLE X. DEFAULT


Section 10.1           
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:


(a)                
Default in Payment of Principal.  The Borrower shall fail to pay
when due (whether at maturity, by reason of acceleration or otherwise) the
principal of any of the Loans, or any Reimbursement Obligation (which is not
otherwise reimbursed through the funding of a Loan hereunder before the same is
due hereunder as permitted by this Agreement.)


(b)                
Default in Payment of Interest and Other Obligations.  The Borrower
shall fail to pay when due any interest on any of the Loans or any of the other
payment Obligations owing by the Borrower under this Agreement or any other
Loan Document (including, without limitation, Section 2.4(b)(ii)), or any other
Loan Party shall fail to pay when due any payment Obligation owing by such
other Loan Party under any Loan Document to which it is a party, and such
failure shall continue for a period of five (5) Business Days from the
date such payment was due.


(c)                
Default in Performance.  (i) The Borrower shall fail to
perform or observe any term, covenant, condition or agreement contained in
Sections 7.7, 7.13, 8.3 or 8.4(g) or in Article IX, or (ii) 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 under this Section 10.1(c)(ii) shall continue for a period of
thirty (30) days after the earlier of (x) the date upon which a
Responsible Officer of Borrower or such Loan Party obtains knowledge of such
failure or (y) the date upon which the Borrower has received written
notice of such failure from the Agent.


(d)                
Misrepresentations.  Any written statement, representation or
warranty made or deemed made by or on behalf of Borrower or any other Loan
Party under this Agreement or under any other Loan Document, or any amendment
hereto or thereto, or in any other writing or statement at any time furnished
or made or deemed made by or on behalf of Borrower or any other Loan Party to
the Agent or any Lender, shall at any time prove to have been incorrect or
misleading, in light of the circumstances in which made or deemed made, in any
material respect when furnished or made or deemed made.

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(e)                
Indebtedness Cross‐Default.  


                    (i)                
Borrower, any Subsidiary or any other Loan Party shall fail to pay when
due and payable beyond any applicable grace notice and cure periods thereunder,
the principal of, or interest on, any Indebtedness (other than the Obligations)
having an aggregate outstanding principal amount greater than or equal to
(A) $15,000,000 in the case of Indebtedness that is not Nonrecourse
Indebtedness of such Person or (B) $30,000,000 in the case of Indebtedness
that is Nonrecourse Indebtedness of such Person (all such Indebtedness being
"Material Indebtedness"); or


                    (ii )                
(x) The maturity of any Material Indebtedness shall have been
accelerated in accordance with the provisions of any indenture, contract or
instrument evidencing, providing for the creation of or otherwise concerning
such Material Indebtedness or (y) any Material Indebtedness shall have
been required to be prepaid or repurchased prior to the stated maturity thereof;
or


                    (iii)                
Any other event shall have occurred and be continuing which enables,
with the passage of time or the giving of notice, or both, would permit any
holder or holders of Material Indebtedness, any trustee or agent acting on
behalf of such holder or holders or any other Person, to accelerate the
maturity of any such Material Indebtedness or require any such Material
Indebtedness to be prepaid or repurchased prior to its stated maturity.


(f)                
Voluntary Bankruptcy Proceeding.  Borrower, any other Loan Party
or any Subsidiary shall:  (i) commence a voluntary case under the
Bankruptcy Code, 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) admit in writing its inability to pay its debts as they become due;
(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; provided that the events described in this
Section 10.1(f) as to any Subsidiary which is not a Loan Party shall not
constitute an Event of Default unless individually or in the aggregate the
contribution to Gross Asset Value of all such Subsidiaries that are subject to
any case or proceeding pursuant to Sections 10.1(f) and (g) is $50,000,000 or
more.


(g)              
Involuntary Bankruptcy Proceeding.  A case or other proceeding
shall be commenced against Borrower, any other Loan Party or any Subsidiary in
any court of competent jurisdiction seeking:  (i) relief under the
Bankruptcy Code, 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 such case or
proceeding shall continue undismissed or unstayed for a period of
sixty (60) consecutive calendar days, or an order granting the remedy or
other relief requested in such case or proceeding against Borrower, such
Subsidiary or such other Loan Party (including, but not limited to, an order
for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall
be entered; provided that the events described in this Section 10.1(g) as to
any Subsidiary which is not a Loan Party shall not constitute an Event of
Default unless individually or in the aggregate the contribution to Gross Asset
Value of all such Subsidiaries that are subject to any case or proceeding
pursuant to Sections 10.1(f) and (g) is $50,000,000 or more.

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(h)                
Litigation; Enforceability.  Borrower or any other Loan Party
shall disavow, revoke or terminate (or attempt to 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 this Agreement, any Note or any other Loan
Document or this Agreement, any Note, the Guaranty or any other Loan Document
shall cease to be in full force and effect (except as a result of the express
terms thereof).


(i)                
Judgment.  A judgment or order for the payment of money or for an
injunction shall be entered against Borrower, any Subsidiary 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 of such judgment or order 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) and is not subject to
indemnification or reimbursement on reasonable terms and conditions by Persons
reasonably likely to honor such indemnification or reimbursement obligations as
determined by the Requisite Lenders, exceeds, individually or together with all
other such outstanding judgments or orders entered against (1) Borrower or
any Guarantor, $15,000,000 in any calendar year, or (2) any other
Subsidiaries, $30,000,000 in any calendar year, or (B) in the case of an
injunction or other non-monetary judgment, such judgment could reasonably be
expected to have a Material Adverse Effect.


(j)                
Attachment.  A warrant, writ of attachment, execution or similar
process shall be issued against any property of a Borrower, any Subsidiary or
any other Loan Party which exceeds, individually or together with all other
such warrants, writs, executions and processes, (1) for Borrower or any
Guarantor, $15,000,000 in any calendar year, or (2) for any other
Subsidiaries, $30,000,000 in any calendar year, and such warrant, writ,
execution or process shall not be 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 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.


(k)              
ERISA.  Any member of the ERISA Group shall fail to pay when due
an amount or amounts aggregating in excess of $15,000,000 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;
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 $15,000,000.

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


(m)                
Change of Control.  A Change of Control shall occur.


(n)                
Federal Tax Lien.  A federal tax lien shall be filed against the Borrower,
any Subsidiary or any Loan Party under Section 6323 of the Internal
Revenue Code or a lien of the PBGC shall be filed against Borrower, any
Subsidiary or any other Loan Party under Section 4068 of ERISA and in
either case such lien shall remain undischarged (or otherwise unsatisfied) for
a period of thirty (30) days after the date of filing.


Section 10.2          
Remedies Upon Event of Default.   


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


(a)                
Acceleration; Termination of Facilities.  


                    (i)                
Automatic.  Upon the occurrence of an Event of Default specified
in Sections 10.1(f) or 10.1(g), (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, the Swingline Lender, the Issuing Lender and the
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) all of the Commitments, the
obligation of the Lenders to make Revolving Loans, the Swingline Commitment,
the obligation of the Swingline Lender to make Swingline Loans, and the
obligation of the Issuing Lender to issue Letters of Credit hereunder, shall
all immediately and automatically terminate. 

                    (ii)               
Optional.  If any other Event of Default shall have occurred and
be continuing, the 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 other Event of Default, and (3) all of the other Obligations,
including, but not limited to, the other amounts owed to the Lenders and the
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 Issuing Lender to issue Letters of Credit

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 hereunder.  Further, if the Agent
has exercised any of the rights provided under the preceding sentence, the
Swingline Lender shall:  (x) declare the principal of, and accrued
interest on, the Swingline Loans and the Swingline Note at the time
outstanding, and all of the other Obligations owing to the Swingline Lender, 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 (y) terminate the
Swingline Commitment and the obligation of the Swingline Lender to make
Swingline Loans.


(b)                
Loan Documents.  The Requisite Lenders may direct the Agent to,
and the Agent if so directed shall, exercise any and all of its rights under any
and all of the other Loan Documents.


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


(d)                
Appointment of Receiver.  To the extent permitted by Applicable
Law, the Agent and the Lenders shall be entitled to the appointment of a
receiver for the assets and properties of the Borrower, the Subsidiaries and
the other Loan Parties, without notice of any kind whatsoever and without
regard to the adequacy of any security for the Obligations or the solvency of
any party bound for its payment, to take possession of all or any portion of
the business operations of the Borrower, the Subsidiaries and the other Loan
Parties and to exercise such power as the court shall confer upon such
receiver.


Section 10.3          
Allocation of Proceeds.   


    If an Event of Default shall have occurred and
be continuing and maturity of any of the Obligations has been accelerated, all
payments received by the 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 Agent and the Lenders in respect of fees and expenses
due under Sections 3.6 and 12.2;


(b)                
payments of interest on Swingline Loans;


(c)                
payments of interest on all other Loans and Reimbursement Obligations,
to be applied for the ratable benefit of the Lenders (first to Base Rate Loans
and then to LIBOR Loans);


(d)                
payments of principal of Swingline Loans;


(e)                
payments of principal of all other Loans and Reimbursement Obligations,
to be applied for the ratable benefit of the Lenders (first to Base Rate Loans
and then to LIBOR Loans);


(f)                
amounts to be deposited into the Collateral Account in respect of
Letters of Credit (to be applied as provided in Section 10.4);


(g)               
amounts due the Agent and the Lenders pursuant to Sections 11.7 and
12.9;

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


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


Section 10.4          
Collateral Account.   


(a)                
As collateral security for the prompt payment in full when due of all
Letter of Credit Liabilities and the other Obligations, the Borrower hereby
pledges and grants to the Agent, for the ratable benefit of the Lenders as
provided herein, a security interest in all of its right, title and interest in
and to the Collateral Account and the balances from time to time in the
Collateral Account (including the investments and reinvestments therein
provided for below).  The balances from time to time in the Collateral Account
shall not constitute payment of any Letter of Credit Liabilities until applied
by the Agent as provided herein.  Anything in this Agreement to the contrary
notwithstanding, funds held in the Collateral Account shall be subject to
withdrawal only as provided in this Section and in Section 2.13.


(b)                
Amounts on deposit in the Collateral Account shall be invested and
reinvested by the Agent in such Cash Equivalents as the 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 Agent.  The
Agent shall exercise reasonable care in the custody and preservation of any
funds held in the Collateral Account and shall be deemed to have exercised such
care if such funds are accorded treatment substantially equivalent to that
which the Agent accords other funds deposited with the Agent, it being
understood that the 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 Collateral Account.


(c)                
If an Event of Default shall have occurred and be continuing, the
Requisite Lenders may, in their discretion, at any time and from time to time,
instruct the Agent to liquidate any such investments and reinvestments and
credit the proceeds thereof to the Collateral Account and apply or cause to be
applied such proceeds and any other balances in the Collateral Account for the
ratable benefit of the Lenders to the payment of any of the Letter of Credit
Liabilities due and payable.


(d)                
If (i) no Default or Event of Default has occurred and is
continuing and (ii) all of the Letter of Credit Liabilities have been paid
in full, the 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 Collateral Account as
exceed the aggregate amount of Letter of Credit Liabilities at such time.


(e)                
The Borrower shall pay to the Agent from time to time such fees as the
Agent normally charges for similar services in connection with the Agent's
administration of the Collateral Account and investments and reinvestments of
funds therein.


Section 10.5           
Performance by Agent.  



























    If the Borrower shall fail to perform any
covenant, duty or agreement contained in any of the Loan Documents, the Agent
may perform or attempt to perform

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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 Agent,
promptly pay any amount reasonably expended by the Agent in such performance or
attempted performance to the Agent, together with interest thereon at the
applicable Post‐Default Rate from the date of such expenditure until
paid.  Notwithstanding the foregoing, neither the 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.


Section 10.6           
Rights Cumulative.   


    The rights and remedies of the 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 Agent and the Lenders may be selective and no failure or delay by
the 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.


ARTICLE XI. THE AGENT


Section 11.1          
Authorization and Action.                                                                  























    Each Lender hereby appoints and authorizes the
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 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 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 Agent a trustee or fiduciary for
any Lender nor to impose on the Agent duties or obligations other than those
expressly provided for herein.  At the request of a Lender, the Agent will
forward to such Lender copies or, where appropriate, originals of the documents
delivered to the Agent pursuant to this Agreement or the other Loan Documents. 
The Agent will also furnish to any Lender, upon the request of such Lender, a
copy of any certificate or notice furnished to the 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 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 Agent shall not be required to
take any action which exposes the 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 Agent shall not 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 so directed
the Agent to exercise such right or remedy.  

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Section 11.2          
Agent's Reliance, Etc.   


    Notwithstanding any other provisions of this
Agreement or any other Loan Documents, neither the Agent nor any of its
directors, officers, agents, employees or counsel shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct.  Without limiting the generality of the foregoing, the Agent:
(a) may treat the payee of any Note as the holder thereof until the Agent
receives written notice of the assignment or transfer thereof signed by such
payee and in form satisfactory to the Agent; (b) 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
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; (c) makes no warranty or representation to any Lender or any
other Person and shall not be responsible to any Lender or any other Person for
any statements, warranties or representations made by any Person in or in
connection with this Agreement or any other Loan Document; (d) shall not have
any duty to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions of any 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;
(e) shall not 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 Agent on behalf of the Lenders in any
such collateral; and (f) shall incur no 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 or telecopy) believed
by it to be genuine and signed, sent or given by the proper party or parties.


Section 11.3           
Notice of Defaults.   


    The Agent shall not be deemed to have knowledge
or notice of the occurrence of a Default or Event of Default unless the 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."  If any Lender (excluding
the Lender which is also serving as the Agent) becomes aware of any Default or
Event of Default, it shall promptly send to the Agent such a "notice of
default."  Further, if the Agent receives such a "notice of default", the Agent
shall give prompt notice thereof to the Lenders.


Section 11.4          
Agent as Lender.  



























    The Lender serving as the Agent, 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 Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include the Lender serving as the Agent in each case in its
individual capacity.  The Lender serving as the Agent, and its affiliates may
each accept deposits from, maintain deposits or

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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 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.


Section 11.5          
Approvals of Lenders.   


    All communications from the 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 Agent by the Borrower in
respect of the matter or issue to be resolved, and (d) shall include the
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 (or such lesser or greater period as may be specifically required under
the Loan Documents) of receipt of such communication.  Except as otherwise
provided in this Agreement and except with respect to items requiring the
unanimous consent or approval of the Lenders under Section 12.6, unless a
Lender shall give written notice to the Agent that it specifically objects to
the recommendation or determination of the 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.


Section 11.6          
Lender Credit Decision, Etc.  



























    Each Lender expressly acknowledges and agrees
that neither the 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 Agent hereafter taken, including
any review of the affairs of the Borrower, shall be deemed to constitute any
such representation or warranty by the Agent to any Lender.  Each Lender
acknowledges that it has, independently and without reliance upon the Agent,
any other Lender or counsel to the Agent, or any of their respective officers,
directors, employees and agents, and based on the financial statements of the Borrower,
the Subsidiaries, the other Loan Parties 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

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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 Agent, any other Lender or counsel to the Agent or any of
their respective officers, directors, employees and agents, and based on such
review, 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 Agent
under this Agreement or any of the other Loan Documents, the 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, any Subsidiary or any
other Affiliate thereof which may come into possession of the Agent or any of
its officers, directors, employees, agents, attorneys‐in‐fact or
other Affiliates.  Each Lender acknowledges that the Agent's legal counsel in
connection with the transactions contemplated by this Agreement is only acting
as counsel to the Agent and is not acting as counsel to such Lender.


Section 11.7          
Indemnification of Agent.   


    Each Lender agrees to indemnify the 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
Commitment Percentage, 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 Agent (in its capacity as 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 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 Agent's gross negligence
or willful misconduct or if the Agent fails to follow the written direction of
the Requisite Lenders unless such failure is pursuant to the reasonable advice
of counsel of which the Lenders have received notice.  Without limiting the
generality of the foregoing but subject to the preceding proviso, each Lender
agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so) promptly upon demand
for its ratable share of any out‐of‐pocket expenses (including
reasonable counsel fees of the counsel(s) of the Agent's own choosing) incurred
by the 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 Agent to enforce the terms of the Loan Documents and/or collect
any Obligations, any "lender liability" suit or claim brought against the Agent
and/or the Lenders, and any claim or suit brought against the Agent and/or the
Lenders arising under any Environmental Laws.  Such out‐of‐pocket
expenses (including counsel fees) shall be advanced by the Lenders on the
request of the Agent notwithstanding any claim or assertion that the Agent is
not entitled to indemnification hereunder upon receipt of an undertaking by the
Agent that the Agent will reimburse the Lenders if it is actually and finally
determined by a court of competent jurisdiction that the 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.  If the Borrower shall
reimburse the Agent for any Indemnifiable Amount following payment by any
Lender to the Agent in respect of such Indemnifiable Amount pursuant to this
Section, the Agent shall share such reimbursement on a ratable basis with each
Lender making any such payment.

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Section 11.8    Successor Agent. 



    The Agent may resign at any time as Agent under
the Loan Documents by giving written notice thereof to the Lenders and the Borrower. 
The Agent may be removed as Agent under the Loan Documents as a result of its
gross negligence or willful misconduct by the Requisite Lenders (other than the
Lender then acting as the Agent).  Any such removal or resignation shall also
constitute Agent's resignation as Swingline Lender and may, at such Agent's
option, also constitute its resignation as Issuing Lender.  Upon any such
resignation or removal, the Requisite Lenders (other than the Lender then
acting as Agent, in the case of the removal of the Agent under the immediately
preceding sentence) shall have the right to appoint a successor Agent and
Swingline Lender, which appointment shall, provided no Default or Event of
Default shall have occurred and be continuing, 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
and its affiliates as a successor Agent and Swingline Lender).  If no successor
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 Agent's giving of notice of resignation or the
Lenders' removal of the resigning Agent, then the resigning or removed Agent
may, on behalf of the Lenders, appoint a successor Agent, which shall be a
Lender, if any Lender shall be willing to serve, and otherwise shall be a
commercial bank having total combined assets of at least $50,000,000,000.  Upon
the acceptance of any appointment as Agent or Swingline Lender hereunder by a
successor Agent, such successor Agent and Swingline Lender shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents as Agent and Swingline Lender. 
After any Agent's resignation or removal hereunder as Agent, the provisions of
this Article XI and all provisions of this Agreement relating to Swingline
Loans shall continue to inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent or Swingline Lender under the Loan
Documents.  


Section 11.9           
Titled Agents.   


    Each of the Titled Agents in each such
respective capacity, assumes no responsibility or obligations 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
of "Lead Arranger", "Co-Documentation Agent" and "Co‐Syndication Agent"
are solely honorific and imply no fiduciary responsibility on the part of the
Titled Agents to the Agent, the Borrower or any Lender 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.


ARTICLE XII. MISCELLANEOUS


Section 12.1           
Notices.   


    Unless otherwise provided herein,
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered by hand or by nationally-recognized overnight courier
as follows:

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If to the Borrower:











Gables Realty Limited Partnership

2959 Paces Ferry Road

Suite 1450

Atlanta, Georgia  30339

Attention:  Marvin R. Banks, Jr. 

Telecopy Number:        (678) 309-5589

Telephone Number:      (770) 438-5501




If to the Agent:


Wachovia Bank, National
Association

191 Peachtree Street, N.E.

Atlanta, Georgia   30303

Attention:  Cathy Casey

Telecopy Number:        (404)
332-4066

Telephone Number:      (404) 332-5649




If to a Lender:


To such Lender's address or telecopy number, as applicable,
set forth on its signature page hereto or 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, when received;
(ii) if telecopied, when transmitted; or (iii) if hand delivered or
sent by overnight courier, when delivered.  Notwithstanding the immediately
preceding sentence, all notices or communications to the Agent or any Lender
under Article II shall be effective only when actually received.  Neither
the Agent nor any Lender shall incur any liability to the Borrower (nor shall
the Agent incur any liability to the Lenders) for acting upon any telephonic
notice referred to in this Agreement which the 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.


Section 12.2           
Expenses.                                                                             



























    The Borrower agrees (a) to pay or
reimburse the Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation, execution,
administration and interpretation of, and any amendment, supplement or
modification to, any of the Loan Documents (including due diligence expenses
and travel expenses relating to closing), and the consummation of the
transactions contemplated thereby, including the reasonable fees and
disbursements of counsel to the Agent (such expenses to include ongoing charges
for Intralinks or any similar system), (b) to pay or reimburse Wachovia
Bank and Lead Arranger for their reasonable out-of-pocket costs and expenses
incurred in connection with the initial syndication of the Loans by Wachovia
Bank and Lead Arranger, (c) to pay or reimburse the 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 disbursements of their respective counsel (including the allocated
fees and expenses of in-house counsel) and any

95

 





payments in indemnification or
otherwise payable by the Lenders to the Agent pursuant to the Loan Documents,
(d) to pay, and indemnify and hold harmless the Agent and the Lenders
from, 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 (e) to the extent not already covered
by any of the preceding subsections, to pay or reimburse the Agent and the
Lenders for all their costs and expenses incurred in connection with any
bankruptcy or other proceeding of the type described in Sections 10.1(f)
or 10.1(g), including the reasonable fees and disbursements of counsel to the
Agent and any Lender, 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.  If the Borrower shall fail to pay any
amounts required to be paid by it pursuant to this Section, the Agent and/or
the Lenders may pay such amounts on behalf of the Borrower and either deem the
same to be Loans outstanding hereunder or otherwise Obligations owing
hereunder.


Section 12.3           
Setoff.

    Subject to Section 3.3 and in addition to
any rights now or hereafter granted under Applicable Law and not by way of
limitation of any such rights, the Agent, each Lender and each Participant is
hereby authorized by the Borrower, at any time or from time to time during the
continuance of an Event of Default, without prior notice to the Borrower or to
any other Person, any such notice being hereby expressly waived, but in the
case of a Lender or Participant subject to receipt of the prior written consent
of the Agent exercised in its sole discretion, 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
Agent, such Lender or any affiliate of the Agent or such Lender, to or for the
credit or the account of 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 10.2, and although such obligations shall
be contingent or unmatured.  Promptly following any such set-off the Agent
shall notify the Borrower thereof and of the application of such set-off,
provided that the failure to give such notice shall not invalidate such
set-off.


Section 12.4          
Litigation; Jurisdiction; Other Matters; Waivers.   


(a)                 
EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN
OR AMONG THE BORROWER, THE 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 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 BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG
THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE.

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(b)                
EACH OF THE BORROWER, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA
DIVISION OR, AT THE OPTION OF THE AGENT, ANY STATE COURT LOCATED IN ATLANTA,
GEORGIA, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN OR AMONG THE BORROWER, THE 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.  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 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 AGENT OR ANY LENDER OR THE
ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM
IN ANY OTHER APPROPRIATE JURISDICTION.


(c)                
THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY 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.


Section 12.5          
Successors and Assigns.   


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


(b)                
Any Lender may make, carry or transfer Loans at, to or for the account
of any of its branch offices or the office of an affiliate of such Lender
except to the extent such transfer would result in increased costs to the Borrower.


(c)                
Any Lender may at any time grant to 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, (i) any such
participating interest must be for a constant and not a varying percentage
interest, (ii) no Lender may grant a participating interest in its Commitment,
or if the Commitments have been terminated, the aggregate outstanding principal
balance of Notes held

97





by it in an amount less than $5,000,000, and
(iii) after giving effect to any such participation by a Lender, the
amount of its Commitment, or if the Commitments have been terminated, the
aggregate outstanding principal balance of Notes held by it, in which it has
not granted any participating interests must be equal to $5,000,000 and
integral multiples of $1,000,000 in excess thereof.  Except as otherwise
provided in Section 12.3, 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 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, or extend the term or extend the time
or waive any requirement for the reduction or termination of, such Lender's
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the Loans or portions thereof owing to such Lender,
(iii) reduce the amount of any such payment of principal, (iv) reduce
the rate at which interest is payable thereon or (v) release any Guarantor
(except as otherwise permitted under Section 7.12(b)).  An assignment or
other transfer which is not permitted by Section 12.5(d) or (e) below
shall be given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this subsection (c). 
The selling Lender shall notify the Agent and the Borrower of the sale of any
participation hereunder and, if requested by the Agent, certify to the Agent
that such participation is permitted hereunder.


(d)               
Any Lender may with the prior written consent of the Agent and, so long
as no Default or Event of Default shall have occurred and be continuing, the Borrower
(which consent, in each case as to Borrower and Agent, shall not be
unreasonably withheld or delayed), assign to one or more Eligible Assignees
(each an "Assignee") all or a portion of its Commitment and its other rights
and obligations under this Agreement and the Notes; provided, however,
(i) no such consent by the Borrower shall be required in the case of any
assignment to (x) another Lender, or (y) if such affiliate is an Eligible
Assignee, any affiliate of such Lender or of  another Lender, and no such
consent by the Agent shall be required in the case of any assignment by a
Lender to any affiliate of such Lender if such affiliate is an Eligible
Assignee (provided that after the occurrence of and during the continuance of
an Event of Default, a Lender may assign to a Person that is not an Eligible
Assignee with only the prior written consent of Agent); (ii) any partial
assignment shall be in an amount at least equal to $10,000,000 and integral
multiples of $1,000,000 in excess thereof and after giving effect to such
partial 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 $10,000,000 and integral multiples of $1,000,000
in excess thereof (provided, however, the conditions set forth in this
subsection (ii) shall not apply to any full assignment of by any Lender of its
Commitment); and (iii) each such assignment shall be effected by means of
an Assignment and Acceptance Agreement.  In connection with such assignment,
the assignor may assign all or any portion of its

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Competitive Advance Note and
the Competitive Advances at the time owing to it, which, if so assigned, shall
be assigned in such proportion as the assignor and assignee agree, but in no
event shall the assignee acquire an interest in the Competitive Advances of the
assignor of less than $10,000,000; provided, however, that in the event such
assignor assigns all of its Commitment, such assignor shall assign all of its
Competitive Advance Note and Competitive Advances, if any, in connection
therewith.  Upon execution and delivery of such instrument and payment by such
Assignee to such transferor Lender of an amount equal to the purchase price
agreed between such transferor Lender and such Assignee, such Assignee shall be
deemed to be a Lender party to this Agreement as of the effective date of the
Assignment and Acceptance 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 (d), the transferor Lender, the Agent and the Borrower
shall make appropriate arrangements so that new Notes are issued to the Assignee
and such transferor Lender, as appropriate.  In connection with any such
assignment, the transferor or transferee Lender shall pay to the Agent an
administrative fee for processing such assignment in the amount of $3,500.


(e)                
The Agent shall maintain at the Principal Office a copy of each
Assignment and Acceptance Agreement delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the
Commitment of each Lender from time to time (the "Register").  The Agent shall
give each Lender and the Borrower notice of the assignment by any Lender of its
rights as contemplated by this Section.  The Borrower, the Agent and the
Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement.  The Register and copies
of each Assignment and Acceptance Agreement shall be available for inspection
by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice to the Agent.  Upon its receipt of an Assignment and
Acceptance Agreement executed by an assigning Lender, together with each Note
subject to such assignment, the Agent shall, if such Assignment and Acceptance
Agreement has been completed and if the Agent receives the processing and
recording fee described in Section 12.5(d) above, (i) accept such
Assignment and Acceptance Agreement, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower.


(f)                
In addition to the assignments and participations permitted under the
foregoing provisions of this Section, any Lender may assign and pledge all or
any portion of its Loans and its Notes to any Federal Reserve Bank as
collateral security pursuant to Regulation A and any Operating Circular issued
by such Federal Reserve Bank, and such Loans and Notes shall be fully
transferable as provided therein.  No such assignment shall release the
assigning Lender from its obligations hereunder.


(g)                
A Lender may furnish any information concerning the Borrower, any other
Loan Party or any of their respective Subsidiaries or Affiliates in the
possession of such Lender from time to time to Assignees and Participants
(including prospective Assignees and Participants) subject to compliance with
Section 12.8.


(h)                
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,
any other Loan Party or any of their respective Affiliates or Subsidiaries.


(i)                 
Each Lender agrees that, without the prior written consent of the Borrower
and the Agent, it will not make any assignment hereunder in any manner or under
any circumstances that would require registration or qualification of, or
filings in respect of, any Loan or Note under the Securities Act or any other
securities laws of the United States of America or of any other jurisdiction.

99





Section 12.6          
Amendments.   


    Except as otherwise expressly provided in this
Agreement, any consent or approval required or permitted by this Agreement or
any other Loan Document to be given by the Lenders may be given, and any term
of this Agreement or of any other Loan Document may be amended, and the
performance or observance by the Borrower or any other Loan Party or any
Subsidiary of any terms of this Agreement or such other Loan Document or the
continuance of any Default or Event of Default may be waived (either generally
or in a particular instance and either retroactively or prospectively) with,
but only with, the written consent of the Requisite Lenders (and, in the case
of an amendment to any Loan Document, the written consent of the Borrower). 
Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in
writing, and signed by all of the Lenders (or the Agent at the written direction
of the Lenders), do any of the following: (i) increase the Commitments of
the Lenders, or any of them (except as contemplated by Section 2.15 and
Section 12.5) or subject the Lenders, or any of them, to any additional
obligations; (ii) reduce the principal of, or interest rates that have
accrued or that will be charged on the outstanding principal amount of, any
Loans or Fees or other Obligations; (iii) reduce the amount of any Fees
payable hereunder; (iv) except as provided in Section 2.17, postpone any date
fixed for any payment of any principal of, or interest on, any Loans or any
other Obligations, or, except as provided in Section 2.4, extend the expiration
date of any Letter of Credit beyond the Termination Date; (v) change the
Commitment Percentages (except as a result of any increase in the aggregate
amount of the Commitments contemplated by Section 2.15, 3.11(b) or 4.5) or
amend or otherwise modify the provisions of Section 3.2; (vi) modify
the definition of the term "Requisite Lenders", modify in any other manner the
number or percentage of the Lenders (including all of the Lenders) required to
make any determinations or waive any rights hereunder or to modify any
provision hereof, including without limitation, any modification of this
Section if such modification would have such effect; or (vii) release any
Guarantor from its obligations under the Guaranty (except as otherwise
permitted under Section 7.12(b)) or release Borrower from its obligations
under the Loan Documents.  Further, no amendment, waiver or consent unless in
writing and signed by the Agent, in addition to the Lenders required
hereinabove to take such action, shall affect the rights or duties of the Agent
under this Agreement or any of the other Loan Documents; provided that the foregoing
shall not limit the rights of the Lenders pursuant to Section 11.8 to remove
the Agent as provided therein.  Any amendment, waiver or consent relating to
Section 2.2 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.  Any amendment, waiver or consent relating to Section 2.4 or the
obligations or rights of the Issuing Lender under this Agreement or any other
Loan Documents shall, in addition to the Lenders required hereinabove to take
such action, require the written consent of the Issuing 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 Agent or any Lender
in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto.  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 any other or further notice or demand in similar or other
circumstances.

100














Section 12.7       
Nonliability of Agent and Lenders.  


    The relationship between the Borrower and the
Lenders and the Agent shall be solely that of borrower and lender.  Neither the
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 Agent or any Lender to any
Lender, the Borrower, any Subsidiary or any other Loan Party.  Neither the
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.


Section 12.8         
Confidentiality.   


    Except as otherwise provided by Applicable Law,
the 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 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 they
shall agree to keep such information confidential in accordance with the terms
of this Section); (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 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) after the
happening and during the continuance of an Event of Default, to any other
Person, in connection with the exercise by the Agent or the Lenders of rights
hereunder or under any of the other Loan Documents; and (f) to the extent
such information (i) becomes publicly available other than as a result of
a breach of this Section or (ii) becomes available to the Agent or any
Lender on a nonconfidential basis from a source other than the Borrower, any
Subsidiary, any other Loan Party or any Affiliate.


Section 12.9           
Indemnification.   


(a)               
Borrower shall and hereby agrees to indemnify, defend and hold harmless
the Agent, any affiliate of the 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 fees and disbursements of counsel incurred
in connection with any litigation, investigation, claim or proceeding or any
advice rendered in connection therewith, but excluding
losses, costs, claims, damages, liabilities, deficiencies, judgments or
expenses indemnification in respect of which is specifically covered by
Section 3.12 or 4.1 or expressly excluded from the coverage of such
Sections) 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 Agent's or any Lender's entering into this Agreement;
(v) the fact that the Agent and the Lenders have established the credit
facility evidenced hereby in favor of the Borrower; (vi) the fact that the
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, GBP and their respective Subsidiaries;
(vii) the fact that the 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, GBP and their respective Subsidiaries or
their financial condition; (viii) the exercise of any right or remedy the
Agent or the Lenders may have under this Agreement or the other Loan Documents;
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 (viii) that constitute
gross negligence or willful misconduct; (ix) any violation or non‐compliance
by the Borrower, any Subsidiary or any other Loan Party 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 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, the Subsidiaries or the Loan Parties (or their respective
properties) (or the Agent and/or the Lenders as successors to the Borrower, the
Subsidiaries or any other Loan Party) to be in compliance with such
Environmental Laws; or (x) the selection by Borrower of RCA to prepare the
Capitalization Rate Index Report, the accuracy, completeness or reliability of
the information set forth therein, any use of the Capitalization Rate Index
Report pursuant to this Agreement, or any other matter or claim relating to
RCA, the Capitalization Rate Index or the Capitalization Rate Index Report.


(b)             
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
reasonable 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, any Subsidiary or any other Loan Party, any
shareholder, partner or other equity holder of the Borrower, any Subsidiary or
any other Loan Party (whether such shareholder(s) or such other Persons are
prosecuting such Indemnity Proceeding in their individual capacity or
derivatively on behalf of such Person), any account debtor of the Borrower, any
Subsidiary or any other Loan Party or by any Governmental Authority.


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


(d)             
All out‐of‐pocket fees and expenses of, and all amounts paid
to third‐persons by, an Indemnified Party shall be advanced 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.


(e)                
An Indemnified Party may conduct its own investigation and defense of,
and may formulate its own strategy with respect to, any Indemnified 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 Indemnified 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.


(f)                
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.


(g)                
The Borrower's obligations hereunder shall survive any termination of
this Agreement and the other Loan Documents and the payment in full in cash of
the Obligations, and are in addition to, and not in substitution of, any other
of their obligations set forth in this Agreement or any other Loan Document to
which it is a party.


Section 12.10       
Termination; Survival.   


    At such time as (a) all of the Commitments
have been terminated, (b) all Letters of Credit have terminated, (c) none
of the Lenders, the Swingline Lender nor the Issuing Lender is obligated any
longer under this Agreement to make any Loans or issue Letters of Credit and
(d) 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 Agent, the Lenders and the
Swingline Lender are entitled under the provisions of Sections 3.12, 4.1,
4.4, 11.7, 12.2 and 12.9 and any other provision of this Agreement and the
other Loan Documents, and the provisions of Section 12.4, shall continue
in full force and effect and shall protect the Agent, the Lenders and the Swingline
Lender (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.


Section 12.11       
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.


Section 12.12       
GOVERNING LAW.   


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

103














Section 12.13        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.


Section 12.14       
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.


Section 12.15       
Limitation of Liability.   


    Neither the Agent nor any Lender, nor any
affiliate, officer, director, employee, attorney, or agent of the 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 Agent or any Lender or any of the 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.


Section
12.16       
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.  


Section
12.17       
Construction.   


    The Agent, the Borrower and each Lender
acknowledge that each of them has had the benefit of or opportunity to engage 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 Agent, the Borrower and each Lender.


Section 12.18      
Time of the Essence.   


    Time is of the essence with respect to each and every
covenant, agreement and obligation of the Borrower under this Agreement and the
other Loan Documents.

104














Section 12.19           Patriot Act.


Each Lender and the Agent (for itself and not on behalf of
any Lender) hereby notifies Borrower and Guarantors that, pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies Borrower and Guarantors, which information includes
names and addresses and other information that will allow such Lender or the
Agent, as applicable, to identify Borrower and Guarantors in accordance with
the Patriot Act.


[Signatures
Begin on Next Page]

 

105
















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


BORROWER:


GABLES REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership


By:        Gables
GP, Inc., a Texas corporation, its sole general partner


By:    /s/
Marvin R. Banks, Jr.                          

Name:       Marvin R. Banks, Jr.                       

Title:     SVP & CFO                                      






[CORPORATE SEAL]








[Signatures Continued on Next Page]


                                                                          
106                                     





















 


 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


WACHOVIA BANK,
NATIONAL ASSOCIATION, as Agent, as a Lender, as Swingline Lender and
as Issuing Lender


By:      /s/ Cathy A.
Casey                                           

Name:       Cathy A. Casey                                         

Title:     Director                                                          


Commitment Amount:


$50,000,000.00


Lending Office (all Types of Loans):


Wachovia
Bank, National Association


191 Peachtree Street, N.E.

Atlanta, Georgia   30303

Attention:  Cathy Casey

Telecopy Number:        (404) 332-4066

Telephone Number:      (404) 332-5649


                                                                          
107

















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


BANK OF AMERICA, N.A., as Co-Syndication Agent and
as a Lender


By:       /s/ Kelley
Prentiss                                    

Name:    Kelley Prentiss                                       

Title:       Senior Vice President                             


Commitment Amount:


$44,000,000.00


Lending Office (all Types of Loans):


Bank of America, N.A.

231 South LaSalle

IL1-231-10-35

Chicago, Illinois  60697

Attention:  Kelley Prentiss

Telecopy Number:        (312) 974-4970

Telephone Number:      (312) 828-7363

108


















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Co-Syndication Agent and as a Lender


By:       /s/ Jeremy
B. Smith                                          

Name:    Jeremy B. Smith                                            

Title:       Vice President                                               


Commitment Amount:


$44,000,000.00


Lending Office (all Types of Loans):


Wells Fargo Bank, National Association

2859 Paces Ferry  Road

Suite 1805

Atlanta, Georgia  30339

Attention:  Jeremy B. Smith

Telecopy Number:        (770) 435-2262

Telephone Number:      (770) 319-3264

109


















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


PNC
BANK, NATIONAL ASSOCIATION,


as
Co-Documentation Agent and as a Lender


By:      /s/ Wayne
Robertson                                        

Name:    Wayne Robertson                                          

Title:      Senior Vice President                                      


Commitment Amount:


$38,000,000.00


Lending Office (all Types of Loans):


PNC Bank, National Association 

One PNC Plaza, 19th Floor

249 - 5th Avenue

Mail Stop P1-POPP-19-2

Pittsburgh, PA  15222

Attention:  Wayne Robertson

Telecopy Number:        (412) 762-6500

Telephone Number:      (412) 762-8452

110


 


















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


U.S.
BANK, NATIONAL ASSOCIATION, 

as Co-Documentation Agent and as a Lender


By:       /s/
Matthew Sadler                                           

Name:      Matthew Sadler                                            

Title:      Vice President                                                 


Commitment Amount:


$38,000,000.00


Lending Office (all Types of Loans):


U.S. Bank, National Association

209 S. LaSalle Street, Suite 410

Chicago, Illinois  60604

Attention:  Renee Lewis

Telecopy Number:        312-325-8852

Telephone Number:      312-325-8877

111

 


















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


AMSOUTH BANK


By:      /s/ Lee Surtees                                                   

Name:      Lee Surtees                                                  

Title:     Assistant Vice President                                   


Commitment Amount:


$30,000,000.00


Lending Office (all Types of Loans):


AmSouth Bank

1900 5th Avenue North

BAC 15th FL

Birmingham, Alabama  35203

Attention:  Lee Surtees

Telecopy Number:        (205) 326-4075

Telephone Number:      (205) 801-0621

112


















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


DEUTSCHE BANK TRUST COMPANY AMERICAS


By:          /s/
George R. Reynolds                                 

Name:      George R. Reynolds                                    

Title:     Vice President                                                 

 

      /s/ James Rolison                                                  

     James Rolison                                                        

     Director                                                                 

 


Commitment Amount:


$30,000,000.00


Lending Office (all Types of Loans):


Deutsche Bank Trust Company Americas

200 Crescent Court, Suite 550                     

Dallas,  TX  75206                                       

Attention:         Ann
Ramsey                         

Telecopy Number: 214-740-7905                

Telephone Number:        214-740-7910      

 

113   






















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


SUMITOMO MITSUI BANKING CORPORATION


By:      /s/ Masakazu
Hasegawa                     

Name:  Masakazu Hasegawa                         

Title:   Joint General Manager                         


Commitment Amount:


$30,000,000.00


Lending Office (all Types of Loans):


Sumitomo Mitsui Banking Corporation

277 Park Avenue

New York, New York  10172

Attention:  Hirofumi Otsuka

Telecopy Number:  212-224-4887

Telephone Number:  212-224-4042






                                                                          
114                                



















 




 


[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


BANK OF CHINA, NEW YORK


By:    /s/ William W. Smith                                           

Name:    William W. Smith                                          

Title:       Chief Lending Officer                                    


Commitment Amount:


$20,000,000.00


Lending Office (all Types of Loans):


Bank of
China, New York


410
Madison Avenue


New York,
New York  10017


Attention: 
Joseph Zeng/David Hoang


Telecopy
Number:        212-308-4993


Telephone
Number:      212-935-3101 Ext. 408/229


115
























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


SUNTRUST BANK


By:  /s/ Nancy B. Richards                                           

Name:      Nancy B. Richards                                       

Title:    Vice President                                                  


Commitment Amount:


$20,000,000.00


Lending Office (all Types of Loans):


SunTrust Bank

8330 Boone Boulevard

8th Floor

Vienna, Virginia  22182-2624

Attention:  Nancy B. Richards 

Telecopy Number:        (703) 442-1570

Telephone Number:      (703) 442-1557



 

116
























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


COMERICA BANK


By:    /s/ Jessica L. Kempf                                           

Name:         Jessica L. Kempf                                      

Title:   Assistant Vice President                                   


Commitment Amount:


$15,000,000.00


Lending Office (all Types of Loans):


Comerica Bank

500 Woodward Avenue, 7th Floor

Detroit, Michigan  48226

Attention:  Jessica Kempf

Telecopy Number:        313-222-9295

Telephone Number:      313-222-6140

 

117
























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


CHEVY CHASE BANK, F.S.B.


By:        /s/
Sadhvi K. Subramanian                             

Name:   Sadhvi K. Subramanian                                 

Title:      Vice President                                               


Commitment Amount:


$10,000,000.00


Lending Office (all Types of Loans):


Chevy Chase Bank, F.S.B.

7501 Wisconsin Avenue, 12th Floor

Bethesda, Maryland  20814

Attention:  Sadhvi K. Subramanian

Telecopy Number:  240-497-7714

Telephone Number:  240-497-7702






                                                                          
118                                          

























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


UNION BANK OF CALIFORNIA, N.A.


By:     /s/ Sergio Reyes                                                 

Name:       Sergio Reyes                                              

Title:      Vice President                                                


Commitment Amount:


$10,000,000.00


Lending Office (all Types of Loans):


Union Bank of California, N.A.

500 N. Akard, Suite 4200

Dallas, Texas  75201

Attention:  Sergio Reyes

Telecopy Number:  214-922-4210

Telephone Number:  214-922-4215

 

119
























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


BANK HAPOALIM
B.M.


By:  /s/ Marc Bosc                                                     

Name:     Marc Bosc                                                 

Title:    Vice President                                                


By:  /s/ Lenroy Hackett                                              

Name:     Lenroy Hackett                                           

Title:    First Vice President                                         

 

 

 


Commitment Amount:


$7,000,000.00


Lending Office (all Types of Loans):


Bank Hapoalim B.M.

1177 Avenue of Americas

New York, New York  10036-2790

Attention:  Marc Bosc

Telecopy Number:        212-782-2382

Telephone Number:      212-782-2181

 

120
























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


CHINATRUST
COMMERCIAL BANK, NEW YORK BRANCH


By:    /s/ Eric Kan                                                             

Name:       Eric Kan                                                         

Title:      General Manager                                                


Commitment Amount:


$7,000,000.00


Lending Office (all Types of Loans):


Chinatrust Commercial Bank, New York Branch

366 Madison Avenue

New York, New York  10017

Attention:  Laurence Chui

Telecopy Number:  212-949-4774

Telephone Number:  212-457-8911






                                                                          
121                                             

























[Signature Page to Credit Agreement dated


March 2005 with Gables Realty Limited Partnership]


FIRST
COMMERCIAL BANK


By:      /s/ Bruce M. J.
Ju                                              

Name:    Bruce M. J. Ju                                               

Title:       General Manager                                           


Commitment Amount:


$7,000,000.00


Lending Office (all Types of Loans):


First Commercial Bank

750 Third Avenue, 34th Floor

New York, New York  10017

Attention:  Marco Hsu

Telecopy Number:        212-599-6133

Telephone Number:      212-599-6868 Ext. 216




 

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Table of Contents                                                                                                                 Page






ARTICLE I              Definitions................................................................................................. 1


Section 1.1               Definitions................................................................................................. 1


Section 1.2               General; References to Times.................................................................. 30


ARTICLE II.            Credit Facility......................................................................................... 30


Section 2.1               Revolving Loans...................................................................................... 30


Section 2.2               Swingline Loans...................................................................................... 31


Section 2.3               Competitive Advances............................................................................ 33


Section 2.4                Letters of Credit..................................................................................... 36


Section 2.5                Rates and Payment of Interest on Loans.................................................. 40


Section 2.6                Number of Interest Periods..................................................................... 41


Section 2.7                Repayment of Loans............................................................................... 41


Section 2.8                Prepayments.......................................................................................... 41


Section 2.9                Continuation.......................................................................................... 42


Section 2.10              Conversion............................................................................................ 42


Section 2.11              Notes.................................................................................................... 43


Section 2.12              Voluntary Reductions of the Commitment.............................................. 43


Section 2.13              Expiration or Maturity Date of Letters
of Credit Past Termination Date.. 44


Section 2.14              Amount Limitations............................................................................... 44


Section 2.15              Increase of Commitments..................................................................... 44


Section 2.16             Advances by Agent......... ..................................................................... 45


Section 2.17             Extension of Termination Date.............................................................. 45


ARTICLE III            Payments, Fees and Other General
Provisions..................................... 46


Section 3.1                Payments........................................................................................... 46


Section 3.2                Pro Rata Treatment............................................................................ 47


Section 3.3                Sharing of Payments, Etc.................................................................... 47


Section 3.4                Several Obligations............................................................................. 48


Section 3.5                Minimum Amounts............................................................................. 48


Section 3.6                Fees................................................................................................... 48


Section 3.7                Computations..................................................................................... 49


Section 3.8               
Usury................................................................................................. 49


Section 3.9                Agreement Regarding Interest and
Charges......................................... 50


Section 3.10              Statements of Account........................................................................ 50







Table of Contents


(continued)






Section 3.11.......... Defaulting Lenders................................................................................ 50


Section 3.12.......... Taxes................................................................................................... 51


ARTICLE IV........ Yield Protection, Etc.......................................................................... 52


Section 4.1............ Additional Costs; Capital Adequacy..................................................... 52


Section 4.2............ Suspension of LIBOR Loans................................................................ 54


Section 4.3............ Illegality................................................................................................ 54


Section 4.4............ Compensation...................................................................................... 54


Section 4.5............ Affected Lenders.................................................................................. 55


Section 4.6............ Treatment of Affected Loans................................................................ 55


Section 4.7............ Change of Lending Office..................................................................... 56


Section 4.8............ Assumptions Concerning Funding of
LIBOR Loans............................... 56


ARTICLE V......... Conditions Precedent........................................................................ 57


Section 5.1............ Initial Conditions Precedent.................................................................. 57


Section 5.2............ Conditions Precedent to All Loans and
Letters of Credit....................... 58


Section 5.3............ Conditions as Covenants...................................................................... 59


ARTICLE VI........ Representations and Warranties................................................ 59


Section 6.1............ Representations and Warranties............................................................ 59


Section 6.2............ Survival of Representations and
Warranties, Etc.................................... 67


ARTICLE VII....... Affirmative Covenants..................................................................... 67


Section 7.1............ Preservation of Existence and Similar
Matters....................................... 68


Section 7.2............ Compliance with Applicable Law and
Contracts................................... 68


Section 7.3............ Maintenance of Property...................................................................... 68


Section 7.4............ Conduct of Business............................................................................. 68


Section 7.5............ Insurance............................................................................................. 69


Section 7.6............ Payment of Taxes and Claims............................................................... 69


Section 7.7............ Visits and Inspections........................................................................... 69


Section 7.8............ Use of Proceeds; Letters of Credit........................................................ 70


Section 7.9............ Environmental Matters.......................................................................... 70


Section 7.10.......... Books and Records.............................................................................. 70


Section 7.11.......... Further Assurances............................................................................... 70


Section 7.12.......... New Subsidiaries/Guarantors................................................................ 71


Section 7.13.......... REIT Status......................................................................................... 72















Table of Contents


(continued)






Section 7.14.......... Exchange Listing................................................................................... 72


Section 7.15.......... Credit Rating........................................................................................ 72


Section 7.16.......... More Restrictive Agreements................................................................ 72


ARTICLE VIII...... Information............................................................................................ 72


Section 8.1............ Quarterly Financial Statements.............................................................. 73


Section 8.2............ Year End Statements............................................................................ 73


Section 8.3............ Compliance Certificate......................................................................... 74


Section 8.4............ Other Information................................................................................. 75


Section 8.5............ Capitalization Rate Index...................................................................... 77


ARTICLE IX........ Negative Covenants............................................................................ 77


Section 9.1............ Financial Covenants.............................................................................. 77


Section 9.2............ Indebtedness........................................................................................ 78


Section 9.3............ Certain Permitted Investments............................................................... 78


Section 9.4............ Investments Generally........................................................................... 79


Section 9.5............ Liens; Negative Pledges; Other Matters................................................ 80


Section 9.6............ Restricted Payments; Stock Repurchases.............................................. 80


Section 9.7............ Merger, Consolidation, Sales of Assets
and Other Arrangements........... 81


Section 9.8............ Fiscal Year........................................................................................... 82


Section 9.9............ Modifications to Material Contracts...................................................... 82


Section 9.10.......... Transactions with Affiliates.................................................................... 82


Section 9.11.......... ERISA Exemptions.............................................................................. 82


Section 9.12.......... Restriction on Prepayment of
Indebtedness........................................... 82


Section 9.13.......... Unencumbered Assets.......................................................................... 83


Section 9.14.......... [Intentionally omitted]........................................................................... 83


Section 9.15.......... Additional Restrictions on Secured
Indebtedness................................... 83


Section 9.16.......... Outside Business Activities of GBP and General
Partner........................ 83


Section 9.17.......... Obligations of GDTRS......................................................................... 83


ARTICLE X......... Default....................................................................................................... 84


Section 10.1.......... Events of Default.................................................................................. 84


Section 10.2.......... Remedies Upon Event of Default.......................................................... 87


Section 10.3.......... Allocation of Proceeds......................................................................... 88


Section 10.4.......... Collateral Account................................................................................ 89




 





















Table of Contents


(continued)






Section 10.5.......... Performance by Agent.......................................................................... 89


Section 10.6.......... Rights Cumulative................................................................................. 90


ARTICLE XI........ The Agent................................................................................................... 90


Section 11.1.......... Authorization and Action...................................................................... 90


Section 11.2.......... Agent's Reliance, Etc........................................................................... 91


Section 11.3.......... Notice of Defaults................................................................................ 91


Section 11.4.......... Agent as Lender................................................................................... 91


Section 11.5.......... Approvals of Lenders........................................................................... 92


Section 11.6.......... Lender Credit Decision, Etc.................................................................. 92


Section 11.7.......... Indemnification of Agent....................................................................... 93


Section 11.8.......... Successor Agent.................................................................................. 94


Section 11.9.......... Titled Agents........................................................................................ 94


ARTICLE XII....... Miscellaneous....................................................................................... 94


Section 12.1.......... Notices................................................................................................ 94


Section 12.2.......... Expenses.............................................................................................. 95


Section 12.3.......... Setoff................................................................................................... 96


Section 12.4.......... Litigation; Jurisdiction; Other
Matters; Waivers..................................... 96


Section 12.5.......... Successors and Assigns........................................................................ 97


Section 12.6.......... Amendments...................................................................................... 100


Section 12.7.......... Nonliability of Agent and Lenders....................................................... 101


Section 12.8.......... Confidentiality.................................................................................... 101


Section 12.9.......... Indemnification................................................................................... 101


Section 12.10........ Termination; Survival.......................................................................... 103


Section 12.11........ Severability of Provisions.................................................................... 103


Section 12.12........ GOVERNING LAW......................................................................... 103


Section 12.13........ Counterparts...................................................................................... 104


Section 12.14........ Obligations with Respect to Loan Parties............................................ 104


Section 12.15........ Limitation of Liability.......................................................................... 104


Section 12.16........ Entire Agreement................................................................................ 104


Section 12.17........ Construction....................................................................................... 104


Section 12.18........ Time of the Essence............................................................................ 104


Section 12.19........ Patriot Act......................................................................................... 105




	

  	
  -iv-

  	

  

















SCHEDULES AND EXHIBITS


SCHEDULE 1.1(b)      List of Loan Parties


SCHEDULE 6.1(b)      Ownership Structure


SCHEDULE 6.1(f)       Title to Properties; Liens


SCHEDULE 6.1(g)      Indebtedness and Guaranties


SCHEDULE 6.1(i)       Litigation


SCHEDULE 6.1(k)      Financial Statements


SCHEDULE 6.1(w)     List of Unencumbered Assets


SCHEDULE 6.1(cc)    Eminent Domain Proceedings


EXHIBIT A                 Form of Assignment and
Acceptance Agreement


EXHIBIT B                  Form of Competitive
Advance Note


EXHIBIT C                 Form of Competitive Bid


EXHIBIT D                 Form of Competitive Bid
Request


EXHIBIT E                  Form of Contribution
Agreement


EXHIBIT F                  Form of Guaranty


EXHIBIT G                 Form of Joinder Agreement


EXHIBIT H                 Form of Notice of Borrowing


EXHIBIT I                   Form of Notice of
Continuation


EXHIBIT J                   Form of Notice of
Conversion


EXHIBIT K                 Form of Notice of Swingline
Borrowing


EXHIBIT L                  Form of Swingline Note


EXHIBIT M                 Form of Revolving Note


EXHIBIT N                 Form of Compliance
Certificate