exv10w1



 





EXHIBIT 10.1




REVOLVING CREDIT AGREEMENT




for $500,000,000 Bridge Revolving Credit Facility

dated as of July 29, 2004




among




EOP OPERATING LIMITED PARTNERSHIP,




THE BANKS LISTED HEREIN,




UBS SECURITIES LLC,

as Joint Lead Arranger and Joint Bookrunner,




CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arranger and Joint Bookrunner,




MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arranger and Joint Bookrunner




CITICORP NORTH AMERICA, INC.,

as Administrative Agent,




MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent,




UBS AG, STAMFORD BRANCH,

as Documentation Agent




 









 








TABLE OF CONTENTS




 




	 	 	 	 	 	 	 	 	 
	ARTICLE I

DEFINITIONS

	SECTION 1.1.	 	Definitions
	 	 	1	 
	SECTION 1.2.	 	Accounting Terms and Determinations
	 	 	29	 
	SECTION 1.3.	 	Types of Borrowings
	 	 	30	 
	ARTICLE II

THE CREDITS

	SECTION 2.1.	 	Commitments to Lend
	 	 	30	 
	SECTION 2.2.	 	Notice of Borrowing
	 	 	31	 
	SECTION 2.3.	 	Swingline Loan Subfacility
	 	 	31	 
	SECTION 2.4.	 	Money Market Borrowings
	 	 	33	 
	SECTION 2.5.	 	Notice to Banks; Funding of Loans
	 	 	37	 
	SECTION 2.6.	 	Notes
	 	 	38	 
	SECTION 2.7.	 	Method of Electing Interest Rates
	 	 	39	 
	SECTION 2.8.	 	Interest Rates
	 	 	40	 
	SECTION 2.9.	 	Fees
	 	 	41	 
	SECTION 2.10.	 	Maturity Date
	 	 	42	 
	SECTION 2.11.	 	Prepayments
	 	 	42	 
	SECTION 2.12.	 	General Provisions as to Payments
	 	 	44	 
	SECTION 2.13.	 	Funding Losses
	 	 	45	 
	SECTION 2.14.	 	Computation of Interest and Fees
	 	 	46	 
	SECTION 2.15.	 	Use of Proceeds
	 	 	46	 
	ARTICLE III

CONDITIONS

	SECTION 3.1.	 	Closing
	 	 	46	 
	SECTION 3.2.	 	Borrowings
	 	 	48	 
	ARTICLE IV

REPRESENTATIONS AND WARRANTIES

	SECTION 4.1.	 	Existence and Power
	 	 	49	 
	SECTION 4.2.	 	Power and Authority
	 	 	49	 
	SECTION 4.3.	 	No Violation
	 	 	50	 
	SECTION 4.4.	 	Financial Information
	 	 	51	 
	SECTION 4.5.	 	Litigation
	 	 	51	 
	SECTION 4.6.	 	Compliance with ERISA
	 	 	51	 







i









 






	 	 	 	 	 	 	 	 	 
	SECTION 4.7.	 	Environmental
	 	 	52	 
	SECTION 4.8.	 	Taxes
	 	 	52	 
	SECTION 4.9.	 	Full Disclosure
	 	 	52	 
	SECTION 4.10.	 	Solvency
	 	 	52	 
	SECTION 4.11.	 	Use of Proceeds
	 	 	53	 
	SECTION 4.12.	 	Governmental Approvals
	 	 	53	 
	SECTION 4.13.	 	Investment Company Act; Public Utility Holding Company Act
	 	 	53	 
	SECTION 4.14.	 	Principal Offices
	 	 	53	 
	SECTION 4.15.	 	REIT Status
	 	 	53	 
	SECTION 4.16.	 	Patents, Trademarks, etc
	 	 	53	 
	SECTION 4.17.	 	Judgments
	 	 	53	 
	SECTION 4.18.	 	No Default
	 	 	53	 
	SECTION 4.19.	 	Licenses, etc
	 	 	54	 
	SECTION 4.20.	 	Compliance With Law
	 	 	54	 
	SECTION 4.21.	 	No Burdensome Restrictions
	 	 	54	 
	SECTION 4.22.	 	Brokers’ Fees
	 	 	54	 
	SECTION 4.23.	 	Labor Matters
	 	 	54	 
	SECTION 4.24.	 	Insurance
	 	 	54	 
	SECTION 4.25.	 	Organizational Documents
	 	 	55	 
	SECTION 4.26.	 	Qualifying Unencumbered Properties
	 	 	55	 
	SECTION 4.27.	 	Tax Shelter Regulations
	 	 	55	 
	ARTICLE V

AFFIRMATIVE AND NEGATIVE COVENANTS

	SECTION 5.1.	 	Information
	 	 	56	 
	SECTION 5.2.	 	Payment of Obligations
	 	 	59	 
	SECTION 5.3.	 	Maintenance of Property; Insurance; Leases
	 	 	59	 
	SECTION 5.4.	 	Maintenance of Existence
	 	 	59	 
	SECTION 5.5.	 	Compliance with Laws
	 	 	59	 
	SECTION 5.6.	 	Inspection of Property, Books and Records
	 	 	59	 
	SECTION 5.7.	 	Existence
	 	 	60	 
	SECTION 5.8.	 	Financial Covenants
	 	 	60	 
	SECTION 5.9.	 	Restriction on Fundamental Changes
	 	 	62	 
	SECTION 5.10.	 	Changes in Business
	 	 	62	 
	SECTION 5.11.	 	EOPT Status
	 	 	63	 
	SECTION 5.12.	 	Other Indebtedness
	 	 	64	 
	SECTION 5.13.	 	Forward Equity Contracts
	 	 	64	 







ii









 






	 	 	 	 	 	 	 	 	 
	ARTICLE VI

DEFAULTS

	SECTION 6.1.	 	Events of Default
	 	 	64	 
	SECTION 6.2.	 	Rights and Remedies
	 	 	67	 
	SECTION 6.3.	 	Notice of Default
	 	 	68	 
	SECTION 6.4.	 	[Intentionally Omitted]
	 	 	68	 
	SECTION 6.5.	 	Distribution of Proceeds after Default
	 	 	68	 
	ARTICLE VII

THE AGENTS

	SECTION 7.1.	 	Appointment and Authorization
	 	 	69	 
	SECTION 7.2.	 	Agency and Affiliates
	 	 	69	 
	SECTION 7.3.	 	Action by Administrative Agent and Syndication Agent
	 	 	69	 
	SECTION 7.4.	 	Consultation with Experts
	 	 	69	 
	SECTION 7.5.	 	Liability of Administrative Agent
	 	 	70	 
	SECTION 7.6.	 	Indemnification
	 	 	70	 
	SECTION 7.7.	 	Credit Decision
	 	 	70	 
	SECTION 7.8.	 	Successor Administrative Agent or Syndication Agent
	 	 	71	 
	SECTION 7.9.	 	Consents and Approvals
	 	 	72	 
	ARTICLE VIII

CHANGE IN CIRCUMSTANCES

	SECTION 8.1.	 	Basis for Determining Interest Rate Inadequate or Unfair
	 	 	72	 
	SECTION 8.2.	 	Illegality
	 	 	73	 
	SECTION 8.3.	 	Increased Cost and Reduced Return
	 	 	73	 
	SECTION 8.4.	 	Taxes
	 	 	75	 
	SECTION 8.5.	 	Base Rate Loans Substituted for Affected Euro-Dollar Loans
	 	 	77	 
	ARTICLE IX

MISCELLANEOUS

	SECTION 9.1.	 	Notices
	 	 	77	 
	SECTION 9.2.	 	No Waivers
	 	 	78	 
	SECTION 9.3.	 	Expenses; Indemnification
	 	 	78	 
	SECTION 9.4.	 	Sharing of Set-Offs
	 	 	79	 
	SECTION 9.5.	 	Amendments and Waivers
	 	 	80	 
	SECTION 9.6.	 	Successors and Assigns
	 	 	81	 
	SECTION 9.7.	 	Collateral
	 	 	84	 
	SECTION 9.8.	 	Governing Law; Submission to Jurisdiction
	 	 	84	 
	SECTION 9.9.	 	Counterparts; Integration;. Effectiveness
	 	 	84	 
	SECTION 9.10.	 	WAIVER OF JURY TRIAL
	 	 	84	 
	SECTION 9.11.	 	Survival
	 	 	85	 
	SECTION 9.12.	 	Domicile of Loans
	 	 	85	 







iii









 






	 	 	 	 	 	 	 	 	 
	SECTION 9.13.	 	Limitation of Liability
	 	 	85	 
	SECTION 9.14.	 	Recourse Obligation
	 	 	85	 
	SECTION 9.15.	 	Confidentiality
	 	 	85	 
	SECTION 9.16.	 	Bank’s Failure to Fund
	 	 	86	 
	SECTION 9.17.	 	Banks’ ERISA Covenant
	 	 	91	 
	SECTION 9.18.	 	[Intentionally Omitted]
	 	 	91	 
	SECTION 9.19.	 	No Bankruptcy Proceedings
	 	 	91	 
	SECTION 9.20.	 	Administrative Agent May File Proofs of Claim
	 	 	91	 







iv









 





SCHEDULES AND EXHIBITS



	 	 	 
	

	 	
	SCHEDULE 1.1

	 	Qualifying Unencumbered Property
	SCHEDULE 4.4 (b)

	 	Additional Material Indebtedness
	SCHEDULE 4.6

	 	Borrower and EOPT ERISA Plans and Collective Bargaining Agreements
	SCHEDULE 5.11(c)(1)

	 	EOPT Investments
	SCHEDULE 5.11(c)(2)

	 	EOPT Investments
	SCHEDULE 5.11(c)(3)

	 	Financing Partnerships Owned by EOP-QRS Trust
	 	 	 
	EXHIBIT A

	 	Form of Note
	EXHIBIT A-1

	 	Form of Money Market Loans Note
	EXHIBIT B

	 	Form of Money Market Quote Request
	EXHIBIT C

	 	Form of Invitation for Money Market Quotes
	EXHIBIT D

	 	Form of Money Market Quote
	EXHIBIT E

	 	Transfer Supplement
	EXHIBIT F

	 	Notice Addresses
	EXHIBIT G

	 	Form of Designation Agreement
	EXHIBIT H

	 	Form of Mandatory Prepayment Notice







v









 






REVOLVING CREDIT AGREEMENT




     THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of July 29.
2004 among EOP OPERATING LIMITED PARTNERSHIP (the “Borrower”), the BANKS listed
on the signature pages hereof, UBS SECURITIES LLC, as Joint Lead Arranger and
Joint Bookrunner, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and
Joint Bookrunner, MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arranger
and Joint Bookrunner, CITICORP NORTH AMERICA, INC., as Administrative Agent,
MORGAN
STANLEY SENIOR FUNDING, INC., as Syndication Agent, and UBS AG, STAMFORD
BRANCH, as Documentation Agent.



W I T N E S S E T H




          The parties hereto agree as follows:



ARTICLE I




DEFINITIONS




          SECTION 1.1. Definitions. The following terms, as used herein, have the
following meanings:



          “Absolute Rate Auction” means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.4.



          “Administrative Agent” shall mean Citicorp North America, Inc. in its
capacity as Administrative Agent hereunder, and its permitted successors in
such capacity in accordance with the terms of this Agreement.



          “Administrative Questionnaire” means with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.



          “Affiliate Qualified Institution” means one or more banks, finance
companies, insurance or other financial institutions which (A) has (or, in the
case of a bank or other financial institution which is a subsidiary, such
bank’s or financial institution’s parent has) a rating of its senior unsecured
debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a
rating agency acceptable to Administrative Agent and (B) has total assets in
excess of Five Hundred Million Dollars ($500,000,000).



 









 





          “Agent-Related Persons” means the Administrative Agent, together with its
affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.



          “Agents” shall mean the Administrative Agent, the Syndication Agent and
the Documentation Agent, collectively.



          “Agreement” shall mean this Revolving Credit Agreement as the same may
from time to time hereafter be modified, supplemented or amended.



          “Applicable Fee Percentage” means the respective percentages per annum
determined, at any time, based on the range into which Borrower’s Credit Rating
then falls, in accordance with the table set forth below. Any change in
Borrower’s Credit Rating causing it to move to a different range on the table
shall effect an immediate change in the Applicable Fee Percentage. In the event
that Borrower receives only two (2) Credit Ratings, and such Credit Ratings are
not equivalent, the Applicable Fee Percentage shall be determined by the lower
of such two (2) Credit Ratings. In the event that Borrower receives more than
two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the
Applicable Fee Percentage shall be determined by the higher of the ratings from
S&P and Moody’s, provided that the rating from one of the other Rating Agencies
shall be at least equivalent to such higher rating; provided, further, that if
the rating from one of the other Rating Agencies is not at least equivalent to
the higher of the ratings from S&P and Moody’s, then the Applicable Fee
Percentage shall be determined by the second (2nd) highest Credit Rating. In
the event that only one of the Rating Agencies shall have set Borrower’s Credit
Rating, then the Applicable Fee Percentage
shall be based on such rating only.



	 	 	 	 	 
	Range of	 	 
	Borrower’s	 	 
	Credit Rating	 	Applicable
	(S&P/Moody’s	 	Fee Percentage
	Ratings)
	 	(% per annum)

	Non-Investment Grade
	 	 	0.20	 
	BBB-/Baa3
	 	 	0.15	 
	BBB/Baa2
	 	 	0.15	 
	BBB+/Baa1
	 	 	0.15	 
	A-/A3 or better
	 	 	0.10	 







2









 






          “Applicable Interest Rate” means (i) with respect to any Fixed Rate
Indebtedness, the fixed interest rate applicable to such Fixed Rate
Indebtedness at the time in question, and (ii) with respect to any Floating
Rate Indebtedness, either (x) the rate at which the interest rate applicable to
such Floating Rate Indebtedness is actually capped (or fixed pursuant to an
interest rate hedging device), at the time of calculation, if Borrower has
entered into an interest rate cap agreement or other interest rate hedging
device with respect thereto or (y) if Borrower has not entered into an interest
rate cap agreement or other interest rate hedging device with respect to such
Floating Rate Indebtedness, the greater of (A) the rate at which the interest
rate applicable to such Floating Rate Indebtedness could be fixed for the
remaining term of such Floating Rate Indebtedness, at the time of calculation,
by Borrower’s entering into any unsecured interest rate hedging device either
not requiring an upfront payment or if requiring an upfront payment, such
upfront payment shall be amortized over the term of such device and included in
the calculation of the interest rate (or, if such rate is incapable of being
fixed by entering into an unsecured interest rate hedging device at the time of
calculation, a fixed rate equivalent reasonably determined by Administrative
Agent) or (B) the floating rate applicable to such Floating Rate Indebtedness
at the time in question.



          “Applicable Lending Office” means with respect to any Bank, (i) in the
case of its Base Rate Loans and Swingline Loans, its Domestic Lending Office,
(ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office, and
(iii) in the case of its Money Market Loans, its Money Market Lending Office.



          “Applicable Margin” means with respect to each Loan, the respective
percentages per annum determined, at any time, based on the range into
which Borrower’s Credit Rating then falls, in accordance with the table set
forth below. Any change in Borrower’s Credit Rating causing it to move to a
different range on the table shall effect an immediate change in the Applicable
Margin. In the event that Borrower receives only two (2) Credit Ratings, and
such Credit Ratings are not equivalent, the Applicable Margin shall be
determined by the lower of such two (2) Credit Ratings. In the event that
Borrower receives more than two (2) Credit Ratings, and such Credit Ratings are
not all equivalent, the Applicable Margin shall be determined by the higher of
the ratings from S&P and Moody’s; provided that the rating from one of the
other Rating Agencies shall be at least equivalent to such higher rating;
provided, further, that if the rating from one of the other Rating Agencies is
not at least equivalent to the higher of the ratings from S&P and Moody’s, then
the Applicable Margin shall be determined by the second (2nd) highest Credit
Rating. In the event that only one of the Rating Agencies shall have set
Borrower’s Credit Rating, then the Applicable Margin shall be based on such
rating only.



3









 





	 	 	 	 	 	 	 	 	 
	Range of	 	Applicable	 	 
	Borrower’s	 	Margin for	 	Applicable
	Credit Rating	 	Base Rate	 	Margin for Euro
	(S&P/Moody’s	 	Loans	 	Dollar Loans
	Ratings)
	 	(% per annum)
	 	(% per annum)

	Non-Investment Grade
	 	 	0.0	 	 	 	1.30	 
	BBB-/Baa3
	 	 	0.0	 	 	 	0.95	 
	BBB/Baa2
	 	 	0.0	 	 	 	0.75	 
	BBB+/Baa1
	 	 	0.0	 	 	 	0.65	 
	A-/A3 or better
	 	 	0.0	 	 	 	0.60	 







          “Assignee” has the meaning set forth in Section 9.6(c).



          “Authorized Officer” means any of Maureen Fear, Michael Byrne, Marsha
Williams, Sheri Zinkovich, Erin Shumacher, Patty Noftz, or any other officer of
Borrower who Borrower shall notify the Administrative Agent is an Authorized
Officer.



          “Balance Sheet Indebtedness” means with respect to any Person and assuming
such Person is required to prepare financial statements in accordance with
GAAP, without duplication, the Indebtedness of such Person which would be
required to be included on the liabilities side of the balance sheet of such
Person in accordance with
GAAP. Notwithstanding the foregoing, Balance Sheet Indebtedness shall
include current liabilities and all guarantees of Indebtedness of any Person.



          “Balloon Payments” shall mean with respect to any loan constituting
Balance Sheet Indebtedness, any required principal payment of such loan which
is either (i) payable at the maturity of such Indebtedness or (ii) in an amount
which exceeds fifteen percent (15%) of the original principal amount of such
loan; provided, however, that the final payment of a fully amortizing loan
shall not constitute a Balloon Payment.



          “Bank” means each entity (other than Borrower) listed on the signature
pages hereof, each Assignee which becomes a Bank pursuant to Section 9.6(c),
and their respective successors and each Designated Lender; provided, however,
that the term “Bank” shall exclude each Designated Lender when used in
reference to a Committed Loan, the Commitments or terms relating to the
Committed Loans and the Commitments and shall further exclude each Designated
Lender for all other purposes hereunder except that any Designated Lender which
funds a Money Market Loan shall, subject to Section 9.6(d), have the rights
(including the rights



4









 







given to a Bank contained in Section 9.3 and otherwise in Article 9) and
obligations of a Bank associated with holding such Money Market Loan. For
purposes of this Agreement, neither UBS Securities LLC, UBS AG, Stamford Branch
nor Citigroup Global Markets Inc. shall constitute a “Bank.”




          “Bankruptcy Code” shall mean Title 11 of the United States Code, entitled
“Bankruptcy”, as amended from time to time, and any successor statute or
statutes.



          “Base Rate” means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 0.5% plus the Federal Funds
Rate for such day. Each change in the Base Rate shall become effective
automatically as of the opening of business on the date of such change in the
Base Rate, without prior written notice to Borrower or Banks.



          “Base Rate Loan” means a Committed Loan to be made by a Bank as a Base
Rate Loan in accordance with the provisions of this Agreement.



          “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.



          “Borrower” means EOP Operating Limited Partnership, a Delaware limited
partnership.



          “Borrower’s Share” means Borrower’s and EOPT’s direct or indirect share
of an Investment Affiliate based upon Borrower’s and EOPT’s percentage
ownership (whether direct or indirect) of such Investment Affiliate.



          “Borrowing” has the meaning set forth in Section 1.3.



          “Business Day” means any day except a Saturday, Sunday or other day on
which commercial banks are authorized by law to close (i) in New York, New
York, and (ii) in the case of Euro-Dollar Loans, in London, England and/or New
York, New York.



          “Capital Leases” as applied to any Person, means any lease of any
property
(whether real, personal or mixed) by that Person as lessee which, in conformity
with GAAP, is or should be accounted for as a capital lease on the balance
sheet of that Person.



          “Cash or Cash Equivalents” shall mean: (a) cash; (b) marketable direct
obligations issued or unconditionally guaranteed by the United States
Government or issued by an agency thereof and backed by the full faith and
credit of the United States, in each case maturing within one (1) year after
the date of acquisition thereof; (c) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing within ninety (90)
days after the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from any two of S&P,




5









 







Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating
such obligations, then from such other nationally recognized rating services
acceptable to Administrative Agent ); (d) domestic corporate bonds, other than
domestic corporate bonds issued by Borrower or any of its Affiliates, maturing
no more than two (2) years after the date of acquisition thereof and, at the
time of acquisition, having a rating of at least A or the equivalent from any
two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing
shall be rating such obligations, then from such other nationally recognized
rating services acceptable to Administrative Agent); (e) variable-rate domestic
corporate notes or medium term corporate notes, other than notes issued by
Borrower or any of its Affiliates, maturing or resetting no more than one (1)
year after the date of acquisition thereof and having a rating of at least AA
or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two
of the foregoing shall be rating such obligations, then from such other
nationally recognized rating services acceptable to Administrative Agent); (f)
commercial paper (foreign and domestic) or master notes, other than commercial
paper or master notes issued by Borrower or any of its Affiliates, and, at the
time of acquisition, having a long-term rating of at least A or the equivalent
from S&P, Moody’s or Fitch and having a short-term rating of at least A-1 and
P-1 from S&P and Moody’s, respectively (or, if at any time neither S&P nor
Moody’s shall be rating such obligations, then the highest rating from such
other nationally recognized
rating services acceptable to Administrative Agent); (g) domestic and
Eurodollar certificates of deposit or domestic time deposits or Eurodollar
deposits or bankers’ acceptances (foreign or domestic) that are issued by a
bank (I) which has, at the time of acquisition, a long-term rating of at least
A or the equivalent from S&P, Moody’s or Fitch and (II) if a domestic bank,
which is a member of the Federal Deposit Insurance Corporation; and (h)
overnight securities repurchase agreements, or reverse repurchase agreements
secured by any of the foregoing types of securities or debt instruments,
provided that the collateral supporting such repurchase agreements shall have a
value not less than 101% of the principal amount of the repurchase agreement
plus accrued interest.




          “Cash Flow” means, for any period, EBITDA for such period, as adjusted for
a normalized recurring level of capital expenditures by Borrower for such
period, which adjustment shall be at the rate of One Dollar and Fifty cents
($1.50) per square foot per annum of office space leased as of the applicable
date of determination for (i) all Office Properties of Borrower and
Consolidated Subsidiaries, and (ii) Borrower’s Share of each Office Property of
an Investment Affiliate (provided that, as to any Office Property acquired
during such period such $1.50 per square foot adjustment shall be pro-rated for
the period of ownership).



          “Closing Date” means the date on which the conditions set forth in Section
3.1 shall have been satisfied to the satisfaction of the Administrative Agent.



          “Code” shall mean the Internal Revenue Code of 1986, as amended, and as it
may be further amended from time to time, any successor statutes thereto, and
applicable U.S.
Department of Treasury regulations issued pursuant thereto in temporary or
final form.



          “Committed Borrowing” has the meaning set forth in Section 1.3.




6









 








          “Committed Loan” means a loan made by a Bank pursuant to Section 2.1;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term “Committed
Loan” shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.



          “Commitment” means with respect to each Bank, the amount set forth under
the name of such Bank on the signature pages hereof (and, for each Bank which
is an Assignee, the amount set forth in the Transfer Supplement entered into
pursuant to Section 9.6(c) as the Assignee’s Commitment), as such amount may be
reduced from time to time pursuant to Section 2.11(c) or in connection with an
assignment to an Assignee.



          “Consolidated Subsidiary” means at any date any Subsidiary or other entity
which is consolidated with Borrower or EOPT in accordance with GAAP.



          “Consolidated Tangible Net Worth” means, at any time, the tangible net
worth of Borrower, on a consolidated basis, determined in accordance with GAAP,
plus all accumulated depreciation and amortization of Borrower plus Borrower’s
Share of accumulated depreciation and amortization of Investment Affiliates,
deducted, in either case, from earnings in calculating Net Income.



          “Contingent Obligation” as to any Person means, without duplication, (i)
any contingent obligation of such Person required to be shown on such Person’s
balance sheet in accordance with GAAP, and (ii) any obligation required to be
disclosed in the footnotes to such Person’s financial statements, guaranteeing
partially or in whole any Non-Recourse Indebtedness, lease, dividend or other
obligation, exclusive of contractual indemnities (including, without
limitation, any indemnity or price-adjustment provision relating to the
purchase or sale of securities or other assets) and guarantees of non-monetary
obligations (other than guarantees of completion) which have not yet been
called on or quantified, of such Person or of any other Person. The amount of
any Contingent Obligation described in clause (ii) shall be deemed to be (a)
with respect to a guaranty of interest or interest and principal, or operating
income guaranty, the Net Present Value of the sum of all payments required to
be made thereunder (which in the case of an operating income guaranty shall be
deemed to be equal to the debt service for the note secured thereby),
calculated at the Applicable Interest Rate, through (i) in the case of an
interest or interest and principal guaranty, the stated date of maturity of the
obligation (and commencing on the date interest could first be payable
thereunder), or (ii) in the case of an operating income guaranty, the date
through which such guaranty will remain in effect, and (b) with respect to all
guarantees not covered by the preceding clause (a), an amount equal to the
stated or determinable amount of the primary obligation in respect of which
such guaranty is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as recorded on the balance sheet and on the footnotes to
the most recent financial statements of Borrower required to be delivered
pursuant to Section 5.1 hereof. Notwithstanding anything contained herein to
the contrary, guarantees of completion shall not be deemed to be Contingent
Obligations unless and until a claim for payment or



7









 




performance has been made thereunder, at which time any such guaranty of
completion shall be deemed to be a Contingent Obligation in an amount equal to
any such claim. Subject to the preceding sentence, (i) in the case of a joint
and several guaranty given by such Person and another Person (but only to the
extent such guaranty is recourse, directly or indirectly to Borrower), the
amount of the guaranty shall be deemed to be 100% thereof unless and only to
the extent that such other Person has delivered Cash or Cash Equivalents to
secure all or any part of such Person’s guaranteed obligations and (ii) in the
case of a guaranty (whether or not joint and several) of an obligation
otherwise constituting Indebtedness of such Person, the amount of such guaranty
shall be deemed to be only that amount in excess of the amount of the
obligation constituting Indebtedness of such Person. Notwithstanding anything
contained herein to the contrary, “Contingent
Obligations” shall be deemed not to include guarantees of Unused Commitments or
of construction loans to the extent the same have not been drawn. All matters
constituting “Contingent Obligations” shall be calculated without duplication.




          “Convertible Securities” means evidences of shares of stock, limited or
general partnership interests or other ownership interests, warrants, options,
or other rights or securities which are convertible into or exchangeable for,
with or without payment of additional consideration, common shares of
beneficial interest of EOPT or partnership interests of Borrower, as the case
may be, either immediately or upon the arrival of a specified date or the
happening of a specified event.



          “Credit Rating” means the rating assigned by the Rating Agencies to
Borrower’s senior unsecured long term indebtedness.



          “Debt Restructuring” means a restatement of, or material change in, the
amortization or other financial terms of any Indebtedness of EOPT, the Borrower
or any Subsidiary or Investment Affiliate.



          “Debt Service” means, for any period and without duplication, Interest
Expense for such period plus scheduled principal amortization (excluding
Balloon Payments) for such period on all Balance Sheet Indebtedness of Borrower
on a consolidated basis, plus Borrower’s Share of scheduled principal
amortization (excluding Balloon Payments) for such period on all Balance Sheet
Indebtedness of Investment Affiliates.



          “Default” means any condition or event which with the giving of notice or
lapse of time or both would, unless cured or waived, become an Event of
Default.



          “Default Rate” has the meaning set forth in Section 2.8(d).



          “Designated Lender” means a special purpose corporation that (i) shall
have become a party to this Agreement pursuant to Section 9.6(d), and (ii) is
not otherwise a Bank.



          “Designated Lender Notes” means promissory notes of the Borrower,
substantially in the form of Exhibit A-1 hereto, evidencing the obligation of
the Borrower to repay Money



8









 




Market Loans made by Designated Lenders, and “Designated Lender Note” means any
one of such promissory notes issued under Section 9.6(d) hereof.




          “Designating Lender” shall have the meaning set forth in Section 9.6(d) hereof.



          “Designation Agreement” means a designation agreement in substantially the
form of Exhibit G attached hereto, entered into by a Bank and a Designated
Lender
and accepted by the Lead Agent.



          “Development Activity” means (a) the development and construction of
office buildings and parking facilities by the Borrower or any of its Financing
Partnerships or Joint Venture Subsidiaries excluding Unimproved Assets, (b) the
financing by the Borrower or any of its Financing Partnerships or Joint Venture
Subsidiaries of any such development or construction and (c) the incurrence by
the Borrower or any of its Financing Partnerships or Joint Venture Subsidiaries
of any Contingent Obligations in connection with such development or
construction (other than purchase contracts for Real Property Assets which are
not payable until after completion of development or construction). For
purposes of Section 5.8(j) hereof, the “value” of Development Activity shall
mean (i) in the case of the development and construction by the Borrower or any
of its Financing Partnerships described in clause (a) of this definition, the
full cost budget to complete such development and construction, (ii) in the
case of the development and construction by a Joint Venture Subsidiary of the
Borrower described in clause (a) of this definition, an amount equal to the
product of (AA) the full cost budget to complete such development and
construction, multiplied by (BB) Borrower’s Share of such Joint Venture
Subsidiary, (iii) in the case of the financing of any development and
construction by the Borrower or any of its Financing Partnerships described in
clause (b) of this definition, the amount the Borrower or any Financing
Partnership has committed to fund to pay the cost to complete such development
and construction, (iv) in the case of the financing of any development and
construction by a Joint Venture Subsidiary of the Borrower described in clause
(b) of this definition, an amount equal to the product of (AA) the amount such
Joint Venture Subsidiary has committed to fund to pay the cost to complete such
development and construction, multiplied by (B) Borrower’s Share of such Joint
Venture Subsidiary, (v) in the case of the incurrence of any Contingent
Obligations in connection with any development and construction by the Borrower
or any of its Financing Partnerships described in clause (c) of this
definition, the amount of such Contingent Obligation of the Borrower or such
Financing Partnership, (vi) in the case of the incurrence of any Contingent
Obligations in connection with any development and construction by a Joint
Venture Subsidiary of the Borrower described in clause (c) of this definition,
an amount equal to the product of (AA) the amount of such Contingent Obligation
of such Joint Venture Subsidiary, multiplied by (BB) Borrower’s Share of such
Joint Venture Subsidiary.



          “Documentation Agent” means UBS AG, Stamford Branch, in its capacity as
Documentation Agent hereunder, and its permitted successors in such capacity in
accordance with the terms of this Agreement.




9









 








          “Domestic Lending Office” means, as to each Bank, its office located at
its address in the United States set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Domestic Lending
Office) or such other office as such Bank may hereafter designate as its
Domestic Lending Office by notice to the Borrower and the Administrative Agent.



          “EBITDA” means, for any period (i) Net Income for such period, plus (ii)
depreciation and amortization expense and other non-cash items deducted in the
calculation of Net Income for such period, plus (iii) Interest Expense deducted
in the calculation of Net Income for such period, plus (iv) Taxes (net of any
Taxes actually paid to, or withheld by, any foreign jurisdiction with respect
to any Real Property Asset located outside of the United States) deducted in
the calculation of Net Income for such period, plus (v) Borrower’s Share of the
Investment Affiliate EBITDA for each Investment Affiliate, minus (vi) the gains
(and plus the losses) from extraordinary items or asset sales or write-ups or
forgiveness of indebtedness included (or deducted) in the calculation of Net
Income for such period, all of the foregoing without duplication.



          “Environmental Affiliate” means any partnership, joint venture, trust or
corporation in which an equity interest is owned directly or indirectly by the
Borrower and, as a result of the ownership of such equity interest, Borrower
may have recourse liability for Environmental Claims against such partnership,
joint venture, trust or corporation (or the property thereof).



          “Environmental Claim” means, with respect to any Person, any notice,
claim, demand or similar communication (written or oral) by any other Person
alleging potential liability of such Person for investigatory costs, cleanup
costs, governmental response costs, natural resources damage, property damages,
personal injuries, fines or penalties arising out of, based on or resulting
from (i) the presence, or release into the environment, of any Materials of
Environmental Concern at any location, whether or not owned by such Person or
(ii) circumstances forming the basis of any violation, or alleged violation, of
any Environmental Law, in each case (with respect to both (i) and (ii) above)
as to which there is a reasonable possibility of an adverse determination with
respect thereto and which, if adversely determined, would have a Material
Adverse Effect on the Borrower.



          “Environmental Laws” means any and all federal, state, and local statutes,
laws, judicial decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants, licenses, agreements
and other governmental restrictions relating to the environment, the effect of
the environment on human health or to emissions, discharges or releases of
Materials of Environmental Concern into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Materials of Environmental Concern or the
clean up or other remediation thereof.



          “EOPT” means Equity Office Properties Trust, a Maryland real estate
investment trust, the sole managing general partner of the Borrower.



10









 





          “EOPT Guaranty” means the Guaranty of Payment, dated as of even date
herewith, executed by and between EOPT and Administrative Agent for the
benefit of the Banks.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.



          “ERISA Group” means the Borrower, any Subsidiary, EOPT and all members of
a controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control and all members of an “affiliated service
group” which, together with the Borrower, any Subsidiary or EOPT, are treated
as a single employer under Section 414 of the Code or Section 4001(b)(1) of
ERISA.



          “Euro-Dollar Borrowing” has the meaning set forth in Section 1.3.



          “Euro-Dollar Lending Office” means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Administrative Agent.



          “Euro-Dollar Loan” means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Borrowing.



          “Euro-Dollar Rate” means for any Interest Period with respect to any
Euro-Dollar Loan, a rate per annum determined by Administrative Agent pursuant
to the following formula:



	 	 	 	 
	

	 	 	Euro-Dollar Base Rate
	

	 	 	
 
	Euro-Dollar Rate

	=
	 	1.00 - Euro-Dollar Reserve Percentage







          Where,



          “Euro-Dollar Base Rate” means, for such Interest Period:



          (a) the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate that appears on the page of the Telerate screen
(or any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, or



          (b) if the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall not be available, the rate
per annum equal to the rate that appears on Reuters Screen LIBO Page as the
London interbank offered rate for deposits in dollars (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two (2)
Business Days prior to



11









 




the first day of such Interest Period; provided, however, if more than one rate
is specified on Reuters Screen LIBO page, the applicable rate shall be the
arithmetic mean of all such rates, or




          (c) If the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the
rate of interest at which deposits in dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the
Euro-Dollar Loan being made, continued or converted by the Banks, and with a
term equivalent to such Interest Period would be offered by Citicorp North
America, Inc.’s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period.



          “Euro-Dollar Reserve Percentage” means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the Federal Reserve Board for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The
Euro-Dollar Rate for each outstanding Euro-Dollar Loan shall be adjusted
automatically as of the effective date of any change in the Euro-Dollar Reserve
Percentage.



          “Event of Default” has the meaning set forth in Section 6.1.



          “Existing Revolving Credit Facility” shall mean the revolving credit
facility evidenced by that certain Revolving Credit Agreement, dated as of May
9, 2003 (the “Existing Credit Agreement”), among Borrower, the Banks listed
therein, Banc of America Securities LLC and J.P. Morgan Securities Inc., as
Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as
Administrative Agent, JPMorgan Chase Bank, as Syndication Agent, Bank One, NA,
as Documentation Agent and others with respect to Borrower’s existing
$1,000,000,000 revolving credit facility, as the same may be amended, modified,
supplemented or replaced from time to time.



          “Federal Funds Rate” means, for any day, the rate per annum (rounded
upward, if necessary, 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 (i) 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 as so published on the next succeeding Business
Day, and (ii) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to
the Administrative Agent on such day on such transactions as determined by the
Administrative Agent.



12









 





          “Federal Reserve Board” means the Board of Governors of the Federal
Reserve System as constituted from time to time.



          “FFO” means “funds from operations,” defined to mean, without duplication
for any period, Net Income, plus (i) Borrower’s Share of the Net Income of any
Investment Affiliate (plus Borrower’s Share of real estate depreciation and
amortization expenses of Investment Affiliates), plus (ii) real estate
depreciation and amortization expense for such period, plus (iii) any
amortization of loan discount deducted from the calculation of Net Income for
such period, plus (iv) Taxes deducted from the calculation of Net Income for
such period, minus (v) gains (and plus the losses) from Debt Restructurings and
sales or other dispositions of Property of the Borrower or any Subsidiary or
Investment Affiliate included (or deducted) in the calculation of Net Income
for such period.



          “Financing Partnerships” means any Subsidiary which is wholly-owned,
directly or indirectly, by Borrower or by Borrower and EOPT, with EOPT holding,
directly or indirectly other than through its interest in Borrower, no more
than a 2% economic interest in such Subsidiary.



          “Fiscal Quarter” means a fiscal quarter of a Fiscal Year.



          “Fiscal Year” means the fiscal year of Borrower and EOPT.



          “Fitch” means Fitch, Inc., or any successor thereto.



          “Fixed Charges” for any Fiscal Quarter period means the sum of (i) Debt
Service for such period, (ii) dividends on preferred units payable by Borrower
for such period, and (iii) distributions made by Borrower in such period to
EOPT for the purpose of paying dividends on preferred shares in EOPT.




          “Fixed Rate Borrowing” has the meaning set forth in Section 1.3.



          “Fixed
Rate Indebtedness” means all Indebtedness which accrues interest at a fixed rate.



          “Floating Rate Indebtedness” means all Indebtedness which is not Fixed
Rate Indebtedness and which is not a Contingent Obligation or an Unused
Commitment.



          “GAAP” means generally accepted accounting principles recognized as such
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination; provided,
however, that, with respect to the
financial covenants set forth in Section 5.8 of this Agreement, including
the related definitions, GAAP shall be deemed modified to eliminate the effect
of



13









 




FASB Interpretations No. 46, Consolidation of Variable Interest Entities, an
Interpretations of Accounting Research Bulletin (ARB) No. 51 (“FIN 46”), issued
by the Financial Accounting Standards Board, on the operation of such
covenants..




          “Governmental Authority” means any nation or government, any federal,
state, local or other political subdivision thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.



          “Group of Loans” means, at any time, a group of Loans consisting of (i)
all Committed Loans which are Base Rate Loans at such time, or (ii) all
Euro-Dollar Loans having the same Interest Period at such time; provided that,
if a Committed Loan of any particular Bank is converted to or made as a Base
Rate Loan pursuant to Section 8.2 or 8.5, such Loan shall be included in the
same Group or Groups of Loans from time to time as it would have been in if it
had not been so converted or made.



          “IBOR Auction” means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the Euro-Dollar Rate pursuant to Section 2.4.



          “Indebtedness” as applied to any Person (and without duplication), means
(a) all indebtedness, obligations or other liabilities of such Person for
borrowed money, (b) all indebtedness, obligations or other liabilities of such
Person evidenced by Securities or other similar instruments, (c) all Contingent
Obligations of such Person, (d) all reimbursement obligations and other
liabilities of such Person with respect to letters of credit or banker’s
acceptances issued for such Person’s account or other similar instruments for
which a contingent liability exists, (e) all obligations of such Person to pay
the deferred purchase price of Property or services, (f) all obligations in
respect of Capital Leases (including, without limitation, ground leases to the
extent such ground leases constitute Capital Leases) of such Person, (g) all
indebtedness obligations or other liabilities of such Person or others secured
by a Lien on any asset of such Person, whether or not such indebtedness,
obligations or liabilities are assumed by, or are a personal liability of such
Person, (h) all indebtedness, obligations or other liabilities (other than
interest expense liability) in respect of Interest Rate Contracts and foreign
currency exchange agreements (other than Interest Rate Contracts purchased to
hedge Indebtedness), to the extent such liabilities are material and are
reported or are required under GAAP to be reported by such Person in its
financial statements, (i) ERISA obligations currently due and payable and (j)
all other items which, in accordance with GAAP, would be included as
liabilities on the liability side of the balance sheet of such Person;
exclusive, however, of all dividends and distributions declared but not yet
paid.



          “Indemnitee” has the meaning set forth in Section 9.3(b).



          “Initial Funding Date” means the date initial Loans are made in accordance
with the provisions of Section 3.1 hereof.



14









 





          “Interest Expense” means, for any period and without duplication, total
interest expense, whether paid, accrued or capitalized of Borrower, on a
consolidated basis determined in accordance with GAAP, plus Borrower’s Share of
accrued, paid or capitalized interest with respect to any Balance Sheet
Indebtedness of Investment Affiliates (in each case, including, without
limitation, the interest component of Capital Leases but excluding interest
expense covered by an interest reserve established under a loan facility such
as capitalized construction interest provided for in a construction loan).



          “Interest Period” means: (1) with respect to each Euro-Dollar Borrowing,
the period commencing on the date of such Borrowing specified in the Notice of
Borrowing or on the date specified in the applicable Notice of Interest Rate
Election and ending 30, 60, 90 days thereafter (or any other period less than
30 days with the reasonable approval of the Administrative Agent, unless any
Bank has previously advised Administrative Agent and Borrower that it is unable
to enter into Euro-Dollar Rate contracts for an Interest Period of the same
duration), as the Borrower may elect in the applicable Notice of Borrowing or
Notice of Interest Rate Election; provided that:




    (a) any Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;




    (b) any Interest Period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of a calendar month; and




    (c) no Interest Period may end later than the Maturity Date.


(2) Intentionally omitted.



(3) with respect to each Money Market IBOR Loan, the period commencing
on the date of
borrowing specified in the applicable Money Market Quote Request and ending
such number of months thereafter as the Borrower may elect in accordance with
Section 2.4; provided that:





    (a) any Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;




    (b) any Interest Period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall, subject
to clause (c) below, end on the last Business Day of a calendar month; and




15









 









    (c) no Interest Period may end later than the Maturity Date.


(4) with respect to each Money Market Absolute Rate Loan, the period commencing
on the date of borrowing specified in the applicable Money Market Quote Request
and ending such number of days thereafter (but not less than 14 days or more
than 90 days) as the Borrower may elect in accordance with Section 2.4;
provided that:





    (a) any Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the next succeeding Business Day;
and




    (b) no Interest Period may end later than the Maturity Date.



          “Interest Rate Contracts” means, collectively, interest rate swap, collar,
cap or similar agreements providing interest rate protection.



          “Investment Affiliate” means any Person in whom EOPT or Borrower holds an
equity interest, directly or indirectly, whose financial results are not
consolidated under GAAP with the financial results of EOPT or Borrower on the
consolidated financial statements of EOPT and Borrower.



          “Investment Affiliate EBITDA” means, for any period (i) the net earnings
(or loss) of an Investment Affiliate for such period calculated in conformity
with GAAP, plus (ii) depreciation and amortization expense and other non-cash
items of such Investment Affiliate deducted in the calculation of such net
earnings (or loss) for such period, plus (iii) total interest expense, whether
paid, accrued or capitalized, of such Investment Affiliate deducted in the
calculation of such net earnings (or loss) for such period, plus (iv) Taxes of
such Investment Affiliate deducted in the calculation of such net earnings (or
loss) for such period.



          “Investment Grade Rating” means a rating for a Person’s senior long-term
unsecured debt of BBB- or better from S&P or a rating of Baa3 or better from
Moody’s. In the event that Borrower receives Credit Ratings only from S&P and
Moody’s, and such Credit Ratings are not equivalent, the lower of such two (2)
Credit Ratings shall be used to determine whether an Investment Grade Rating
was achieved. In the event that Borrower receives more than two (2) Credit
Ratings, and such Credit Ratings are not all equivalent, the higher of the
ratings from S&P and Moody’s shall be used to determine whether an Investment
Grade Rating was achieved, provided that the rating from one of the other
Rating Agencies shall be at least equivalent to such higher rating; provided,
further, that if the rating from one of the other Rating Agencies is not at
least equivalent
to the higher of the ratings from S&P and Moody’s, then the second (2nd)
highest Credit Rating shall be used to determine whether an Investment Grade
Rating was achieved.



          “Investment Mortgages” means mortgages securing indebtedness with respect
to Office Properties and Parking Properties directly or indirectly owed to
Borrower or any of its




16









 







Subsidiaries, including, without limitation, certificates of interest in real
estate mortgage investment conduits.




          “Invitation for Money Market Quotes” has the meaning set forth in Section
2.4(c).



          “Joint Venture Interests” means partnership, joint venture interests,
membership or other equity issued by any Person which is an Investment
Affiliate that is not a Subsidiary.



          “Joint Venture Parent” means Borrower or one or more Financing
Partnerships of Borrower which directly owns any interest in a Joint Venture
Subsidiary.



          “Joint Venture Subsidiary” means any entity (other than a Financing
Partnership) in which (i) a Joint Venture Parent owns at least 50% of the
economic interests and (ii) the sale or financing of any Property owned by such
Joint Venture Subsidiary is substantially controlled by a Joint Venture Parent,
subject to customary provisions set forth in the organizational documents of
such Joint Venture Subsidiary with respect to refinancings or rights of first
refusal granted to other members of such Joint Venture Subsidiary. For purposes
of the preceding sentence, the sale or financing of a Property owned by a Joint
Venture Subsidiary shall be deemed to be substantially controlled by a Joint
Venture Parent if such Joint Venture Parent has the ability to exercise a
buy-sell right in the event of a disagreement regarding the sale or financing
of such Property.



          “Land under Development” means any Real Property Asset on which
Development Activity has begun (as evidenced by obtaining a permit to commence
construction of the applicable office, parking or industrial improvement by the
applicable Governmental Authority) but has not yet been substantially
completed; provided that any such Real Property Asset will no longer be
considered Land under Development upon the earlier of (A) one year after the
date a certificate of occupancy has been issued for such Real Property Asset or
the primary building or other structure located on such Real Property Asset may
otherwise be lawfully occupied for its intended use, or (B) the first date such
Real Property Asset is more than 85% leased and occupied (based on square
footage).



          “Lien” means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement, in each case that has the effect of creating a
security interest, in respect of
such asset. For the purposes of this Agreement, the Borrower or any
Consolidated Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset.



          “Loan” means a Base Rate Loan, a Euro-Dollar Loan, a Money Market Loan or
a Swingline Loan and “Loans” means Base Rate Loans, Euro-Dollar Loans, Money
Market Loans or Swingline Loans or any combination of the foregoing.




17









 








          “Loan Documents” means this Agreement, the Notes and the EOPT Guaranty.



          “Loan Effective Date” has the meaning set forth in Section 8.3 hereof.



          “Majority Banks” means at any time Banks having at least 51% of the
aggregate amount of Commitments, or if the Commitments shall have been
terminated, holding Notes evidencing at least 51% of the aggregate unpaid
principal amount of the Loans, (provided, that in the case of Swingline Loans,
the amount of each Bank’s funded participation interest in such Swingline Loans
shall be considered for purposes hereof as if it were a direct loan and not a
participation interest, and the aggregate amount of Swingline Loans owing to
the Swingline Lender shall be considered for purposes hereof as reduced by the
amount of such funded participation interests).



          “Mandatory Borrowing” has the meaning set forth in Section 2.3(b)(iii).



          “Mandatory Prepayment Notice” means a notice in the form attached hereto as
Exhibit H.



          “Material Adverse Effect” means an effect resulting from any circumstance
or event or series of circumstances or events, of whatever nature (but
excluding general economic conditions), which does or could reasonably be
expected to, materially and adversely (i) impair the ability of EOPT, the
Borrower and their Consolidated Subsidiaries, taken as a whole, to perform
their respective obligations under the Loan Documents, or (ii) the ability of
Administrative Agent or the Banks to enforce the Loan Documents.



          “Material Plan” means at any time a Plan or Plans having aggregate
unfunded liabilities in excess of $5,000,000.



          “Materials of Environmental Concern” means all substances defined as
Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and
Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, toxic mold,
or defined as such by, or regulated as such under, any Environmental Law.



          “Maturity Date” shall mean the date that is three hundred sixty-four (364)
days following the Closing Date.



          “Money Market Absolute Rate” has the meaning set forth in Section 2.4(d)(2).



          “Money Market Absolute Rate Loan” means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.



          “Money Market Borrowing” has the meaning set forth in Section 1.3.




18









 








          “Money Market Lending Office” means, as to each Bank, its Domestic Lending
Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the
Borrower and the Agent; provided that any Bank may from time to time by notice
to the Borrower and the Administrative Agent designate separate Money Market
Lending Offices for its Money Market IBOR Loans, on the one hand, and its Money
Market Absolute Rate Loans, on the other hand, in which case all references
herein to the Money Market Lending Office of such Bank shall be deemed to refer
to either or both of such offices, as the context may require.



          “Money Market IBOR Loan” means a loan to be made by a Bank pursuant to a
IBOR Auction (including, without limitation, such a loan bearing interest at
the Base Rate pursuant to Article VIII).



          “Money Market Loan” means a Money Market IBOR Loan or a Money Market
Absolute Rate Loan.



          “Money Market Margin” has the meaning set forth in Section 2.4(d)(2).



          “Money Market Quote” means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.4.



          “Money Market Quote Request” has the meaning set forth in Section 2.4(b).



          “Moody’s” means Moody’s Investors Services, Inc. or any successor thereto.



          “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 at any time after September 25, 1980 made contributions or has been
required to make contributions (for these purposes any Person which ceased to
be a member of the ERISA Group after September 25, 1980 will be treated as a
member of the ERISA Group).



          “Negative Pledge” means, with respect to any Property, any covenant,
condition, or other restriction entered into by the owner of such Property or
directly binding on such Property which prohibits or limits the creation or
assumption of any Lien
upon such Property to secure any or all of the Obligations; provided,
however, that such term shall not include (a) any covenant, condition or
restriction contained in any ground lease from a Governmental Authority, (b)
any financial covenant (such as a limitation on secured indebtedness) given for
the benefit of any Person that may be violated by the granting of any Lien on
any Property to secure any or all of the Obligations or (c) any covenant under
the Existing Revolving Credit Agreement.



          “Net Income” means, for any period, the net earnings (or loss) after Taxes
of any Person, on a consolidated basis, before the deduction of minority
interests and before the



19









 




deduction of payment of any preferred dividends, for such period calculated in
conformity with GAAP.




          “Net Offering Proceeds” means (1) all cash or other assets received by
EOPT or Borrower as a result of (i) the sale of common shares of beneficial
interest, preferred shares of beneficial interest, partnership interests,
limited liability company interests, Convertible Securities or other ownership
or equity interests in EOPT or Borrower or (ii) the issuance or offering of any
unsecured note, bond or debt instrument (other than drawings under this
Agreement or the Existing Revolving Credit Facility) and (2) all cash or other
assets received by EOPT or Borrower as a result of the issuance or offering of
any secured note, bond or debt instrument, in either case less customary costs
and discounts of issuance paid by, or reserves required in connection therewith
funded by, EOPT or Borrower, as the case may be, or, in the case of secured
notes, bonds or debt instruments, less any principal of other existing secured
debt refinanced with the proceeds thereof.



          “Net Price” means, with respect to the purchase of any Property, without
duplication, (i) the aggregate purchase price paid as cash consideration for
such purchase (without adjustment for prorations), including, without
limitation, the principal amount of any note received or other deferred payment
to be made in connection with such purchase (except as described in clause (ii)
below) and the value of any non-cash consideration delivered in connection with
such purchase (including, without limitation, shares or preferred shares of
beneficial interest in EOPT and OP Units or Preferred OP Units (as defined in
Borrower’s partnership agreement)) and any amount properly capitalized under
GAAP, plus (ii) reasonable costs of sale and non-recurring taxes paid or
payable in connection with such purchase.



          “Net Present Value” shall mean, as to a specified or ascertainable dollar
amount, the present value, as of the date of calculation of any such amount
using a discount rate equal to the Base Rate in effect as of the date of such
calculation.



          “Non-Recourse Indebtedness” means Indebtedness with respect to which
recourse for payment is limited to (i) specific assets related to a particular
Property or group of Properties encumbered by a Lien securing such Indebtedness or
(ii) any Subsidiary (provided that if a Subsidiary is a partnership, there is
no recourse to Borrower or EOPT as a general partner of such partnership);
provided, however, that personal recourse of Borrower or EOPT for any such
Indebtedness for fraud, misrepresentation, misapplication of cash, waste,
environmental claims and liabilities and other circumstances customarily
excluded by institutional lenders from exculpation provisions and/or included
in separate indemnification agreements in non-recourse financing of real estate
shall not, by itself, prevent such Indebtedness from being characterized as
Non-Recourse Indebtedness.



          “Nonrenewal Notice Date” has the meaning set forth in Section 2.16(c).




20









 








          “Notes” means the promissory notes of the Borrower, substantially in the
form of Exhibit A and Exhibit A-1 hereto, evidencing the obligation of the
Borrower to repay the Loans, and “Note” means any one of such promissory notes
issued hereunder.



          “Notice of Borrowing” means a notice from Borrower, signed by an
Authorized Officer in accordance with Section 2.2 or Section 2.3(b)(i).



          “Notice of Interest Rate Election” has the meaning set forth in Section 2.7.



          “Obligations” means all obligations, liabilities, indemnity
obligations and Indebtedness of every nature of the Borrower, from time to time owing to
Administrative Agent or any Bank under or in connection with this Agreement or
any other Loan Document.



          “Office Property” means any Property which constitutes primarily
commercial office space other than a Parking Property.



          “Parking Property” means any Property which is primarily used for parking.



          “Parent” means, with respect to any Bank, any Person controlling such Bank.



          “Participant” has the meaning set forth in Section 9.6(b).



          “PBGC” means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.



          “Permitted Holdings” means Unimproved Assets, Development Activity, Joint
Venture Interests, interests in Taxable REIT Subsidiaries, Investment
Mortgages, Securities and Properties which constitute primarily warehouse
distribution facilities, but only to the extent permitted in Section 5.8.



          “Permitted Liens” means:




    a. Liens for Taxes, assessments or other governmental charges not yet
due and payable or which are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted in accordance with
the terms hereof;




    b. statutory liens of carriers, warehousemen, mechanics, materialmen and
other similar liens imposed by law, which are incurred in the ordinary course
of business for sums not more than sixty (60) days delinquent or which are
being contested in good faith in accordance with the terms hereof;




    c. deposits made in the ordinary course of business in connection with
worker’s compensation, unemployment insurance and other social security
legislation or to secure liabilities to insurance carriers;



21









 






    d. utility deposits and other deposits to secure the performance of bids,
trade contracts (other than for borrowed money), leases, purchase contracts,
construction contracts, governmental contracts, statutory obligations, surety
bonds, performance bonds and other obligations of a like nature incurred in
the ordinary course of business;




    e. Liens for purchase money obligations for equipment (or Liens to
secure Indebtedness incurred within 90 days after the purchase of any
equipment to pay all or a portion of the purchase price thereof or to secure
Indebtedness incurred solely for the purpose of financing the acquisition of
any such equipment, or extensions, renewals, or replacements of any of the
foregoing for the same or lesser amount); provided that (i) the Indebtedness
secured by any such Lien does not exceed the purchase price of such
equipment, (ii) any such Lien encumbers only the asset so purchased and the
proceeds upon sale, disposition, loss or destruction thereof, and (iii) such
Lien, after giving effect to the Indebtedness secured thereby, does not give
rise to an Event of Default;




    f. easements, rights-of-way, zoning restrictions, other similar charges
or encumbrances and all other items listed on Schedule B to Borrower’s
owner’s title insurance policies, except in connection with any Indebtedness,
for any of Borrower’s Real Property Assets, so long as the foregoing do not
interfere in any material respect with the use or ordinary conduct of the
business of Borrower and do not diminish in any material respect the value of
the Property to which it is attached or for which it is listed;




    g. Liens and judgments which have been or will be bonded (and the Lien on
any cash or securities serving as security for such bond) or released of
record within thirty (30) days after the date such Lien or judgment is entered
or filed against EOPT, Borrower, or any Subsidiary;




    h. Liens on Property of the Borrower or its Subsidiaries (other than
Qualifying Unencumbered Property) securing Indebtedness which may be incurred
or remain outstanding without resulting in an Event of Default hereunder;
and




    i. Liens in favor of Borrower against any asset of any Financing
Partnership or Joint Venture Subsidiaries.



          “Person” means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including, without limitation, a government or political subdivision or an
agency or instrumentality thereof.



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



22









 




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.




          “Prime Rate” means the rate of interest publicly announced by the
Administrative Agent from time to time as its Prime Rate (it being understood
that the same shall not necessarily be the best rate offered by the
Administrative Agent to customers).



          “Pro Rata Share” means, with respect to any Bank, a fraction (expressed as
a percentage), the numerator of which shall be the amount of such Bank’s
Commitment and the denominator of which shall be the aggregate amount of all of
the Banks’ Commitments, as adjusted from time to time in accordance with the
provisions of this Agreement.



          “Property” means, with respect to any Person, any real or personal
property, building, facility, structure, equipment or unit, or other asset
owned by such Person.



          “Qualified Institution” means a Bank, or one or more banks, finance
companies, insurance or other financial institutions which (A) has (or, in the
case of a bank or other financial institution which is a subsidiary, such
bank’s or financial institution’s parent has) a rating of its senior unsecured
debt obligations of not less than Baa-1 by Moody’s or a comparable rating by a
rating agency acceptable to Administrative Agent and (B) has total assets in
excess of Ten Billion Dollars ($10,000,000,000).



          “Qualifying Unencumbered Property” means any Property (excluding
Unimproved Assets) from time to time which (i) is an operating Office Property
or Parking Property or constitutes primarily a warehouse distribution
facility wholly-owned (directly or beneficially) by Borrower, a Financing
Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any
equity interests in such Property that are owned directly or indirectly by
Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures
Indebtedness of any Person other than Permitted Liens, and (iii) is not subject
(nor are any equity interests in such Property that are owned directly or
indirectly by Borrower, EOPT or any Joint Venture Parent subject) to any
Negative Pledge. In addition, in the case of any Property that is owned by a
Subsidiary of Borrower and/or EOPT, no such Property shall constitute
Qualifying Unencumbered Property during any period of time that such Subsidiary
is in default beyond the expiration of any applicable grace or cure period in
the payment of any Indebtedness of such Subsidiary for borrowed money (other
than Indebtedness with respect to which recourse for payment is limited to (i)
specific assets related to a particular Property or group of Properties
encumbered by a Lien securing such Indebtedness, which Properties, in any
event, do not constitute Qualifying Unencumbered Properties, or (ii) any
subsidiary of such Subsidiary (provided that if such subsidiary of such
Subsidiary is a partnership, there is no recourse to such Subsidiary as a
general partner of such partnership); provided, however, that personal recourse
of such Subsidiary for any such Indebtedness for fraud, misrepresentation,
misapplication of cash, waste, environmental claims and liabilities and other
circumstances customarily excluded by institutional lenders from exculpation
provisions and/or included in separate indemnification agreements in
non-recourse financing of real estate (each, a “Recourse Carveout Event”) shall
not, by itself, cause such




23









 







Indebtedness to be characterized as Indebtedness with respect to which recourse
for payment is not limited as described in clauses (i) or (ii) above; unless,
as a result of the occurrence of a Recourse Carveout Event, such Indebtedness
becomes a recourse obligation of such Subsidiary).




          “Rating Agencies” means, collectively, S&P, Moody’s and Fitch.



          “Real Property Assets” means as to any Person as of any time, the real
property assets (including, without limitation, interests in participating
mortgages in which such Person’s interest therein is characterized as equity
according to GAAP) owned directly or indirectly by such Person at such time.



          “Recourse Debt” shall mean Indebtedness that is not Non-Recourse Indebtedness.



          “Regulation U” means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.






          “REIT”
means a real estate investment trust, as defined under
Section 856 of the Code.




          “Required Banks” means at any time Banks having at least 66 2/3% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 66 2/3% of the aggregate unpaid
principal amount of the Loans (provided, that in the case of Swingline Loans,
the amount of each Bank’s funded participation interest in such Swingline Loans
shall be considered for purposes hereof as if it were a direct loan and not a
participation interest, and the aggregate amount of Swingline Loans owing to
the Swingline Lender shall be considered for purposes hereof as reduced by the
amount of such funded participation interests).



          “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.



          “Secured Debt” means Indebtedness, the payment of which is secured by a
Lien (other than a Permitted Lien, except for those Permitted Liens described
in clauses (d) and (g) of the definition thereof) on any Property owned or
leased by EOPT, Borrower, or any Consolidated Subsidiary plus Borrower’s Share
of Indebtedness, the payment of which is secured by a Lien (other than a
Permitted Lien, except for those Permitted Liens described in clauses (d) and
(g) of the definition thereof) on any Property owned or leased by any
Investment Affiliate.



          “Securities” means any stock, partnership interests, shares, shares of
beneficial interest, voting trust certificates, bonds, debentures, notes or
other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
“securities,” or any certificates of interest, shares, or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire any of the foregoing, but shall not
include Joint Venture Interests, Investment



24









 







Mortgages, any interest in any Subsidiary of EOPT or Borrower, any interest in
a Taxable REIT Subsidiary, any Indebtedness which would not be required to be
included on the liabilities side of the balance sheet of EOPT or Borrower in
accordance with GAAP, any Cash or Cash Equivalents or any evidence of the
Obligations.




          “Solvent” means, with respect to any Person, that the fair saleable value
of such Person’s assets exceeds the Indebtedness of such Person.



          “Subsidiary” means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower or EOPT.



          “Syndication Agent” means Morgan Stanley Senior Funding, Inc., in its
capacity as syndication agent hereunder and its permitted successors in such
capacity in accordance with the terms of this Agreement.



          “Swingline Borrowing” has the meaning set forth in Section 1.3.



          “Swingline Commitment” has the meaning set forth in Section 2.3(a).



          “Swingline Lender” means Citicorp North America, Inc., in its
capacity as Swingline Lender hereunder, and its permitted successors in such capacity in
accordance with the terms of this Agreement.



          “Swingline Loan” means a loan made by the Swingline Lender pursuant to
Section 2.3.



          “Taxable REIT Subsidiary” means any corporation (other than a REIT) in
which EOPT directly or indirectly owns stock and EOPT and such corporation
jointly elect that such corporation shall be treated as a taxable REIT
subsidiary of EOPT under and pursuant to Section 856 of the Code.



          “Taxes” means all federal, state, local and foreign income and gross receipts
taxes.



          “Term” has the meaning set forth in Section 2.10(a).



          “Termination Event” shall mean (i) a “reportable event”, as such term is
described in Section 4043 of ERISA (other than a “reportable event” not subject
to the provision for 30-day notice to the PBGC), or an event described in
Section 4062(e) of ERISA, (ii) the withdrawal by any member of the ERISA Group
from a Multiemployer Plan during a plan year in which it is a “substantial
employer” (as defined in Section 4001(a)(2) of ERISA), or the incurrence of
liability by any member of the ERISA Group under Section 4064 of ERISA upon the
termination of a Multiemployer Plan, (iii) the filing of a notice of intent to
terminate any Plan under Section 4041




25









 







of ERISA, other than in a standard termination within the meaning of Section
4041 of ERISA, or the treatment of a Plan amendment as a distress termination
under Section 4041 of ERISA, (iv) the institution by the PBGC of proceedings to
terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or cause a trustee to be appointed to administer, any
Plan or (v) any other event or condition that might reasonably constitute
grounds for the termination of, or the appointment of a trustee to administer,
any Plan or the imposition of any liability or encumbrance or Lien on the Real
Property Assets or any member of the ERISA Group under ERISA or the Code.




          “Total Asset Value” means, with respect to Borrower and without
duplication, (i) for any Properties (other than Unimproved Assets and Land
under Development) owned by Borrower, any Consolidated Subsidiary or Investment
Affiliate which was neither acquired nor disposed of by Borrower, a
Consolidated Subsidiary or an Investment Affiliate in the Fiscal Quarter most
recently ended, the quotient obtained by
dividing (a) (x) EBITDA attributable to such Properties for the Fiscal
Quarter most recently ended multiplied by four (4) less (y) $0.20 (or, in the
case of Office Properties owned by an Investment Affiliate, Borrower’s Share of
$0.20) per square foot of leased office space within such Properties which are
Office Properties, by (b) 0.0875, plus (ii) for any Property which was acquired
by Borrower or a Consolidated Subsidiary in the Fiscal Quarter most recently
ended, the Net Price of the Property paid by Borrower or the Consolidated
Subsidiary for such Property, plus (iii) for any Property which was acquired by
an Investment Affiliate in the Fiscal Quarter most recently ended, Borrower’s
Share of the Net Price of the Property paid by such Investment Affiliate for
such Property, plus (iv) the value of any Cash or Cash Equivalent owned by
Borrower, plus (v) the value of any Unimproved Assets, Land under Development
and any other tangible assets of Borrower or its Consolidated Subsidiaries
(including foreign currency exchange agreements, to the extent such agreements
are material and are reported or are required under GAAP to be reported by the
Borrower or its Consolidated Subsidiaries in their financial statements), as
measured on a GAAP basis, plus (vi) Borrower’s Share of the value of any
Unimproved Assets, Land under Development and any other tangible assets of any
Investment Affiliate as measured on a GAAP basis. Anything in the foregoing to
the contrary notwithstanding, in the event that Borrower, a Consolidated
Subsidiary or an Investment Affiliate disposes (for purposes of this definition
of “Total Asset Value”, each, a “Disposition”) of (x) an interest in any
Property (which was not acquired during the Fiscal Quarter most recently
ended), (y) a direct or indirect interest in the owner of any such Property or
(z) any such Property in such a manner that results in Borrower, a Consolidated
Subsidiary or an Investment Affiliate holding an interest in such Property or
the owner of such Property, then, for purposes of the foregoing calculation of
Total Asset Value, such Property shall be treated as follows:




          (A) if, following a Disposition, the Property or an undivided interest in
the Property is owned by Borrower or a Consolidated Subsidiary, then such
Property or undivided interest shall be treated as if Borrower or such
Consolidated Subsidiary had owned such Property or such undivided interest in
the Property for the entire Fiscal Quarter most recently ended;




26









 









          (B) if, following a Disposition, the Property or an undivided interest in
the Property is owned by an Investment Affiliate, then such Property or
undivided interest shall be treated as if such Investment Affiliate had owned
such Property or undivided interest for the entire Fiscal Quarter most
recently ended; and




          (C) and no such Property or undivided interest therein will be
treated as having been disposed of or acquired in such Fiscal Quarter.



          “Total Liabilities” means, as of the date of determination and without
duplication, all Balance Sheet Indebtedness of Borrower, on a consolidated
basis, plus Borrower’s Share of all Balance Sheet Indebtedness of Investment
Affiliates.



          “Treasury Rate” means, as of any date, a rate equal to the annual yield to
maturity on the U.S. Treasury Constant Maturity Series with a ten year
maturity, as such yield is reported in Federal Reserve Statistical Release H.15
— Selected Interest Rates, published most recently prior to the date the
applicable Treasury Rate is being determined. Such yield shall be determined by
straight line linear interpolation between the yields reported in Release H.15,
if necessary. In the event Release H.15 is no longer published, the
Administrative Agent shall select, in its reasonable discretion, an alternate
basis for the determination of Treasury yield for U.S. Treasury Constant
Maturity Series with ten year maturities.



          “Unencumbered Asset Value” means the sum of (i) all Cash and Cash
Equivalents of the Borrower, all Financing Partnerships and Joint Venture
Subsidiaries which are not subject to any pledge, negative pledge, encumbrance,
hypothecation or other restriction (provided that in the case of Cash and Cash
Equivalents of any Joint Venture Subsidiary which is not a Consolidated
Subsidiary, the amount of Cash and Cash Equivalents attributable to such Joint
Venture Subsidiary shall be reduced to a percentage equal to the Borrower’s
percentage ownership interest (whether direct or indirect) in such Joint
Venture Subsidiary), plus (ii) for any Qualifying Unencumbered Properties which
were neither acquired or disposed of by Borrower, a Financing Partnership or a
Joint Venture Subsidiary in the Fiscal Quarter most recently ended, the
quotient of (a) (x) the aggregate EBITDA for such Fiscal Quarter attributable
to such Qualifying Unencumbered Properties for the Fiscal Quarter most recently
ended multiplied by four (4) less (y) $0.50 (or, in the case of Qualifying
Unencumbered Properties owned by an Investment Affiliate, Borrower’s Share of
$0.50) per square foot of leased office space within such Qualifying
Unencumbered Properties which are Office Properties, and less (z) in the case
of any Qualifying Unencumbered Property located outside of the United States,
an amount equal to the applicable withholding taxes imposed by any foreign
jurisdiction applicable to the EBITDA attributable to any such Qualifying
Unencumbered Property for the applicable period, divided by (b) 0.0875, plus
(iii) for all Qualifying Unencumbered Properties owned (directly or
beneficially) by Borrower, any Financing Partnership or any Joint Venture
Subsidiary which were acquired (directly or indirectly) by the Borrower, any
Financing Partnership or any Joint Venture Subsidiary during the Fiscal Quarter
most recently ended, the aggregate Net Price of such Qualifying Unencumbered
Properties paid by Borrower or its Affiliates for such Qualifying Unencumbered
Properties; provided, however, that, unless otherwise approved by the Majority
Banks, (aa) in the



27









 




event any such Qualifying Unencumbered Property is owned by a Joint
Venture Subsidiary which is not a Consolidated Subsidiary, the amount of the
EBITDA attributable to such Qualifying Unencumbered Property for purposes of
clause (i) above and the Net Price of such Qualifying Unencumbered Property for
the purposes of clause (iii) above shall be reduced to a percentage equal to
the Borrower’s percentage ownership interest (whether direct or indirect) in
such Joint Venture Subsidiary, (bb) the portion of the amount of the
Unencumbered Asset Value attributable to any single Qualifying
Unencumbered Property which would cause such amount to exceed fifteen
percent (15%) of the total Unencumbered Asset Value at such time (after making
all adjustments required by this proviso) will be disregarded in determining
Unencumbered Asset Value, (cc) the portion of the aggregate amount of the
Unencumbered Asset Value attributable to Qualifying Unencumbered Properties
that are Parking Properties which would cause such aggregate amount to exceed
fifteen percent (15%) of the total Unencumbered Asset Value at such time (after
making all adjustments required by this proviso) will be disregarded in
determining Unencumbered Asset Value, (dd) the portion of the aggregate amount
of the Unencumbered Asset Value attributable to Qualifying Unencumbered
Properties that are Qualifying Unencumbered Properties owned by Joint Venture
Subsidiaries (after first taking into account the adjustment provided in clause
(aa) of this proviso) which would cause such aggregate amount to exceed
thirty-five percent (35%) of the total Unencumbered Asset Value at such time
(after making all adjustments required by this proviso) will be disregarded in
determining Unencumbered Asset Value, and (ee) the portion of the amount of the
Unencumbered Asset Value attributable to all Qualifying Unencumbered Property
located outside of the United States (after first taking into account the
adjustment provided in clause (aa) of this proviso) which would cause such
amount to exceed ten percent (10%) of the total Unencumbered Asset Value at
such time (after making all adjustments required by this proviso) will be
disregarded in determining Unencumbered Asset Value. Anything in the foregoing
to the contrary notwithstanding, in the event that Borrower, a Financing
Partnership or a Joint Venture Subsidiary disposes (for purposes of this
definition of “Unencumbered Asset Value”, each, a “Disposition”) of (x) an
interest in any Qualified Unencumbered Property (which was not acquired during
the Fiscal Quarter most recently ended), (y) a direct or indirect interest in
the owner of any such Property or (z) any such Property in such a manner that
results in Borrower holding a direct or indirect interest in such Property or
the owner of such Property, then, for purposes of the foregoing calculation of
Unencumbered Asset Value, such Property shall be treated as follows:





          (A) if, following a Disposition, an undivided interest in the Property
is owned by Borrower or a Financing Partnership, then such undivided interest
shall be treated as if Borrower or such Financing Partnership had owned such
undivided interest in the Property for the entire Fiscal Quarter most
recently ended;




          (B) if, following a Disposition, the Property or an undivided interest in
the Property is owned by a Joint Venture Subsidiary, then such Property or
undivided interest shall be treated as if such Joint Venture Subsidiary had
owned such Property for the entire Fiscal Quarter most recently ended; and




28









 









          (C) and no such Property or undivided interest therein will be treated
as having been disposed of or acquired in such Fiscal Quarter.



          “Unencumbered Net Operating Income” means, for any period, for all
Qualifying Unencumbered Properties, the aggregate EBITDA attributable to each
such Qualifying Unencumbered Property for such period (provided that as to any
Qualifying Unencumbered Property acquired during such period, only EBITDA
attributable to such period occurring after such acquisition shall be
included), as adjusted for a normalized recurring level of capital expenditures
by Borrower for such period, which adjustment shall be at the rate of One
Dollar and Fifty Cents ($1.50) per square foot per annum of office space leased
as of the applicable date of determination for all Qualifying Unencumbered
Properties that are Office Properties (provided that, as to any Office Property
acquired during such period, such amount per square foot shall be pro-rated for
the period of ownership).



          “Unimproved Assets” means Real Property Assets containing no material
improvements.



          “United States” means the United States of America, including the fifty
states and the District of Columbia.



          “Unsecured Debt” means the amount of Indebtedness for borrowed money of
EOPT Borrower and any Financing Partnership which is not Secured Debt,
including, without limitation, the amount of all then outstanding Loans, plus,
for the purpose of calculating the ratio of outstanding Unsecured Debt to
Unencumbered Asset Value, an amount equal to the Borrower’s percentage
ownership interest (whether direct or indirect) in each Joint Venture
Subsidiary which is not a Consolidated Subsidiary times any Indebtedness for
borrowed money of such Joint Venture Subsidiary which is not Secured Debt.



          “Unsecured Debt Service” means Debt Service payable in respect of Unsecured
Debt.



          “Unused Commitments” shall mean an amount equal to all unadvanced funds
(other than unadvanced funds in connection with any construction loan) which
any third party is obligated to advance to Borrower or another Person or
otherwise pursuant to any loan document, written instrument or otherwise.



          SECTION 1.2. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP
applied on a basis consistent (except for changes concurred in by the
Borrower’s independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Administrative Agent; provided that for purposes
of references to the financial results and information of “EOPT, on a
consolidated basis,” EOPT shall be deemed to own one hundred






29









 







percent (100%) of the partnership interests in Borrower; and provided further
that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend
any covenant in Article V to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the
Borrower that the Required Banks wish to amend Article V for such purpose),
then the Borrower’s compliance with such covenant shall be determined on the
basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner reasonably satisfactory to the Borrower and the Required Banks.




          SECTION 1.3. Types of Borrowings. The term “Borrowing” denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant
to Article 2 on the same date, all of which Loans are of the same type (subject
to Article 8) and, except in the case of Base Rate Loans and Swingline Loans,
have the same initial Interest Period. Borrowings are classified for purposes
of this Agreement either by reference to the pricing of Loans comprising such
Borrowing (e.g., a “Fixed Rate Borrowing” is a Euro-Dollar Borrowing or a Money
Market Borrowing (excluding any such Borrowing consisting of Money Market IBOR
Loans bearing interest at the Base Rate pursuant to Article VIII), and a
“Euro-Dollar Borrowing” is a Borrowing comprised of Euro-Dollar Loans) or by
reference to the provisions of Article 2 under which participation therein is
determined (i.e., a “Committed Borrowing” is a Borrowing under Section 2.1 in
which all Banks participate in proportion to their Commitments, while a “Money
Market Borrowing” is a Borrowing under Section 2.4 in which a Bank’s share is
determined on the basis of its bid in accordance therewith, and a “Swingline
Borrowing” is a Borrowing under Section 2.3 in which only the Swingline Lender
participates (subject to the provisions of said Section 2.3)).



ARTICLE II




THE CREDITS




          SECTION 2.1. Commitments to Lend. Each Bank severally agrees, on the terms
and conditions set forth in this Agreement, to make Loans to the Borrower
pursuant to this Article from time to time during the term hereof in amounts
such that the aggregate principal amount of Committed Loans by such Bank at any
one time outstanding plus such Bank’s Pro Rata Share of Swingline Loans
outstanding at such time shall not exceed the amount of its Commitment. Each
Borrowing outstanding under this Section 2.1 shall be in an aggregate principal
amount of $5,000,000, or an integral multiple of $100,000 in excess thereof
(except that any such Borrowing may be in the aggregate amount available in
accordance with Section 3.2(b), or in any amount required to repay the
Swingline Lender the amount of any Swingline Loan) and, other than with respect
to Money Market Loans and Swingline Loans, shall be made from the several Banks
ratably in proportion to their respective Commitments. Subject to the
limitations set forth herein, up to $125,000,000 of amounts repaid pursuant to
Section 2.11 (a) and (b) may be reborrowed one or more times , provided that
(i) no amounts in excess of such



30









 




$125,000,000 may be reborrowed and (ii) no amounts required to be repaid
pursuant to Section 2.11(c), (d) or (e) may be reborrowed.




          SECTION 2.2. Notice of Borrowing. (a) With respect to any
Committed
Borrowing, the Borrower shall give Administrative Agent notice not later than
12:00 p.m. (New York, New York time) (x) one Business Day before each Base Rate
Borrowing, or (y) three Business Days before each Euro-Dollar Borrowing,
specifying:




    (i) the date of such Borrowing, which shall be a Business Day in the case
of a Base Rate Borrowing or a Business Day in the case of a Euro-Dollar
Borrowing,




    (ii) the aggregate amount of such Borrowing,




    (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, and




    (iv) in the case of a Euro-Dollar Borrowing, the duration of the
Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.



          SECTION 2.3. Swingline Loan Subfacility.



          (a) Swingline Commitment. Subject to the terms and conditions of this
Section 2.3, the Swingline Lender, in its individual capacity, agrees to make
certain revolving credit loans to the Borrower (each a “Swingline Loan” and,
collectively, the “Swingline Loans”) from time to time during the term hereof;
provided, however, that the aggregate amount of Swingline Loans outstanding at
any time shall not exceed the lesser of (i) SEVENTY-FIVE MILLION DOLLARS
($75,000,000), and (ii) the aggregate Commitments less all Loans then
outstanding (the “Swingline Commitment”). Subject to the limitations set forth
herein, any amounts repaid in respect of Swingline Loans may be reborrowed.



          (b) Swingline Borrowings .



               (i) Notice of Borrowing. With respect to any Swingline Borrowing,
the Borrower shall give the Swingline Lender and the Administrative Agent
notice in writing which is received by the Swingline Lender and Administrative
Agent not later than 2:00 p.m. (New York, New York time) on the proposed date
of such Swingline Borrowing (and confirmed by telephone by such time),
specifying (A) that a Swingline Borrowing is being requested, (B) the amount of
such Swingline Borrowing, (C) the proposed date of such Swingline Borrowing,
which shall be a Business Day and (D) stating that no Default or Event of
Default has occurred and is continuing both before and after giving effect to
such Swingline Borrowing. Such notice shall be irrevocable.



31









 





               (ii) Minimum Amounts. Each Swingline Borrowing shall be in a minimum
principal amount of $1,000,000, or an integral multiple of $100,000 in excess
thereof.



               (iii) Repayment of Swingline Loans. Each Swingline Loan shall be due and
payable on the earliest of (A) 5-Business Days from the date of the applicable
Swingline Borrowing, (B) the date of the next Committed Borrowing or (C) the
Maturity Date. If, and to the extent, any Swingline Loans shall be outstanding
on the date of any Committed Borrowing, such Swingline Loans shall first be
repaid from the proceeds of such Committed Borrowing prior to the disbursement
of the same to the Borrower. If, and to the extent, a Committed Borrowing is
not requested prior to the Maturity Date or the end of the 5-Business Day
period after a Swingline Borrowing, the Borrower shall be deemed to have
requested a Committed Borrowing comprised entirely of Base Rate Loans in the
amount of the applicable Swingline Loan then outstanding, the proceeds of which
shall be used to repay such Swingline Loan to the Swingline Lender. In
addition, the Swingline Lender may, at any time, in its sole discretion, by
written notice to the Borrower and the Administrative Agent, demand repayment
of its Swingline Loans by way of a Committed Borrowing, in which case the
Borrower shall be deemed to have requested a Committed Borrowing comprised
entirely of Base Rate Loans in the amount of such Swingline Loans then
outstanding, the proceeds of which shall be used to repay such Swingline Loans
to the Swingline Lender. Any Committed Borrowing which is deemed requested by
the Borrower in accordance with this Section 2.3(b)(iii) is hereinafter
referred to as a “Mandatory Borrowing”. Each Bank hereby irrevocably agrees to
make Committed Loans promptly upon receipt of notice from the Swingline Lender
of any such deemed request for a Mandatory Borrowing in the amount and in the
manner specified in the preceding sentences and on the date such notice is
received by such Bank (or the next Business Day if such notice is received
after 1:00 P.M. (New York, New York time)) notwithstanding (I) the amount of
the Mandatory Borrowing may not comply with the minimum amount of Committed
Borrowings otherwise required hereunder, (II) whether any conditions specified
in Section 3.2 are then satisfied, (III) whether a Default or an Event of
Default then exists, (IV) failure of any such deemed request for a Committed
Borrowing to be made by the time otherwise required in Section 2.1, (V) the
date of such Mandatory Borrowing (provided that such date must be a Business
Day), or (VI) any termination of the Commitments immediately prior to such
Mandatory Borrowing or contemporaneously therewith; provided, however, that no
Bank shall be obligated to make Committed Loans in respect of a Mandatory
Borrowing if a Default or an Event of Default then exists and the applicable
Swingline Loan was made by the Swingline Lender without receipt of a written
Notice of Borrowing in the form specified in subclause (i) above or after
Administrative Agent has delivered a notice of Default or Event of Default
which has not been rescinded.



               (iv) Purchase of Participations. In the event that any Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees
that it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payment received from the
Borrower on or after such date and prior to such purchase) from the Swingline
Lender such participations in the outstanding Swingline Loans as shall be
necessary to




32









 







cause each such Bank to share in such Swingline Loans ratably based upon its
Pro Rata Share (determined before giving effect to any termination of the
Commitments pursuant to Section 6.2), provided that (A) all interest payable on
the Swingline Loans with respect to any participation shall be for the account
of the Swingline Lender until but excluding the day upon which the Mandatory
Borrowing would otherwise have occurred, and (B) in the event of a delay
between the day upon which the Mandatory Borrowing would otherwise have
occurred and the time any purchase of a participation pursuant to this sentence
is actually made, the purchasing Bank shall be required to pay to the Swingline
Lender interest on the principal amount of such participation for each day from
and including the day upon which the Mandatory Borrowing would otherwise have
occurred to but excluding the date of payment for such participation, at the
rate equal to the Federal Funds Rate, for the two (2) Business Days after the
date the Mandatory Borrowing would otherwise have occurred, and thereafter at a
rate equal to the Base Rate. Notwithstanding the foregoing, no Bank shall be
obligated to purchase a participation in any Swingline Loan if a Default or an
Event of Default then exists and such Swingline Loan was made by the Swingline
Lender without receipt of a written Notice of Borrowing in the form specified
in subclause (i) above or after Administrative Agent has delivered a notice of
Default or Event of Default which has not been rescinded.




          (c) Interest Rate. Each Swingline Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Swingline
Loan is made until the date it is repaid, at a rate per annum equal to the
Federal Funds Rate plus the Applicable Margin for Euro-Dollar Loans for such
day.



          SECTION 2.4. Money Market Borrowings.



          (a) The Money Market Option. From time to time during the Term, and
provided that at such time the Borrower maintains a Credit Rating of at least
BBB- or Baa3 (or their equivalent) from two (2) Rating Agencies at least one
(1) of which shall be S&P or Moody’s, the Borrower may, as set forth in this
Section 2.4, request the Banks during the Term to make offers to make Money
Market Loans to the Borrower, not to exceed, at such time, the lesser of (i)
$350,000,000 (adjusted pro rata for changes in the aggregate Commitments), and
(ii) the aggregate Commitments less all Loans (excluding any Loans or any
portion thereof to be repaid from the proceeds of such Money Market Loans).
Subject to the provisions of this Agreement, the Borrower may repay any
outstanding Money Market Loan on any day which is a Business Day and any
amounts so repaid may be reborrowed, up to the amount available under this
Section 2.4 at the time of such Borrowing, until the Business Day next
preceding the Maturity Date. The Banks may, but shall have no obligation to,
make such offers and the Borrower may, but
shall have no obligation to, accept any such offers in the manner set
forth in this Section 2.4.



          (b) Money Market Quote Request. When the Borrower wishes to request offers
to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit B hereto (a “Money Market Quote
Request”) so as to be received not later than 12:00 P.M. (New York, New York
time) on (x) the fifth Business Day prior to the date of




33









 







Borrowing proposed therein, in the case of a IBOR Auction or (y) the Business
Day immediately preceding the date of Borrowing proposed therein, in the case
of an Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Administrative Agent shall have mutually agreed and shall have
notified the Banks not later than the date of the Money Market Quote Request
for the first IBOR Auction or Absolute Rate Auction for which such change is to
be effective) specifying:





    (i) the proposed date of Borrowing, which shall be a Business Day in the
case of a IBOR Auction or a Business Day in the case of an Absolute Rate
Auction,




    (ii) the aggregate amount of such Borrowing, which shall be $5,000,000
or a larger multiple of $100,000,




    (iii) the duration of the Interest Period applicable thereto (which
shall not be less than 14 days or more than 90 days), subject to the
provisions of the definition of Interest Period,




    (iv) whether the Money Market Quotes requested are to set forth a Money
Market Margin or a Money Market Absolute Rate, and




    (v) the aggregate amount of all Money Market Loans then outstanding.


The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. In no event may
Borrower give a Money Market Quote Request within ten (10) days of the giving
of any other Money Market Quote Request.




          (c) Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Administrative Agent shall send to the Banks by telex
or facsimile transmission an “Invitation for Money Market Quotes” substantially
in the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance
with this Section.



          (d) Submission and Contents of Money Market Quotes.



          1. Each Bank may submit a Money Market Quote containing an offer or offers
to make Money Market Loans in response to any Invitation for Money Market
Quotes. Each Money Market Quote must comply with the requirements of this
subsection (d) and must be submitted to the Administrative Agent by telex or
facsimile transmission at its offices specified in or pursuant to Section 9.1
not later than (x) 3:00 P.M. (New York, New York time) on the fourth Business
Day prior to the proposed date of Borrowing, in the case of a IBOR Auction or
(y) 10:30 A.M. (New York, New York time) on the proposed date of Borrowing, in
the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Administrative Agent shall have mutually agreed
and shall have notified to the Banks not later




34









 







than the date of the Money Market Quote Request for the first IBOR Auction
or Absolute Rate Auction for which such change is to be effective); provided
that Money Market Quotes submitted by the Administrative Agent (or any
affiliate of the Administrative Agent) in the capacity of a Bank may be
submitted, and may only be submitted, if the Administrative Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of an IBOR Auction or (y) one hour prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and
6, any Money Market Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of the Borrower.




          2. Each Money Market Quote shall be in substantially the form of Exhibit D
hereto and shall in any case specify:




    (i) the proposed date of Borrowing,




    (ii) the principal amount of the Money Market Loan for which each such
offer
is being made, which principal amount (w) may be greater than or less than
the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger
multiple of $100,000, (y) may not exceed the principal amount of Money Market
Loans for which offers were requested and (z) may be subject to an aggregate
limitation as to the principal amount of Money Market Loans for which offers
being made by such quoting Bank may be accepted,




    (iii) the Interest Period(s) with respect to which each such offer is
being made,




    (iv) in the case of an IBOR Auction, the margin above or below the
applicable
Euro-Dollar Rate (the “Money Market Margin”) offered for each such Money
Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of
1%) to be added to or subtracted from such base rate,




    (v) in the case of an Absolute Rate Auction, the rate of interest per
annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute
Rate”) offered for each such Money Market Loan, and




    (vi) the identity of the quoting Bank.


A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.




          3. Any Money Market Quote shall be disregarded if it:




    (i) is not substantially in conformity with Exhibit D hereto or does not
specify all of the information required by subsection (d)(2) above;



35









 






    (ii) contains qualifying, conditional or similar language (except
for an aggregate limitation as provided in subsection (d)(2)(ii)
above);




    (iii) proposes terms other than or in addition to those set forth in the
applicable Invitation for Money Market Quotes; or




    (iv) arrives after the time set forth in subsection (d)(1).



          (e) Notice to Borrower. The Administrative Agent shall promptly (and in
any event within one (1) Business Day after receipt thereof) notify the
Borrower in writing of the terms (x) of any Money Market Quote submitted by a
Bank that is in accordance with subsection (d) and (y) of any Money Market
Quote that amends, modifies or is otherwise inconsistent with a previous Money
Market Quote submitted by such Bank with respect to the same Money Market Quote
Request. Any such subsequent Money Market Quote shall be disregarded by the
Administrative Agent unless such subsequent Money Market Quote is submitted
solely to correct a manifest error in such former Money Market Quote or
modifies the terms of such previous Money Market Quote to provide terms more
favorable to Borrower. The Administrative Agent’s notice to the Borrower shall
specify (A) the aggregate principal amount of Money Market Loans for which
offers have been received for each Interest Period specified in the related
Money Market Quote Request, (B) the respective principal amounts and Money
Market Margins or Money Market Absolute Rates, as the case may be, so offered
and (C) if applicable, limitations on the aggregate principal amount of Money
Market Loans for which offers in any single Money Market Quote may be accepted.



          (f) Acceptance and Notice by Borrower. Not later than 11:00 A.M. (New
York, New York time) on (x) the third Business Day prior to the proposed date
of Borrowing, in the case of an IBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first IBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Administrative Agent of its acceptance or non-acceptance
of the offers so notified to it pursuant to subsection (e). In the case of
acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify
the aggregate principal amount of offers for each Interest Period that are
accepted. The Borrower may accept any Money Market Quote in whole or in part;
provided that:




    1. the aggregate principal amount of each Money Market Borrowing may not
exceed the applicable amount set forth in the related Money Market Quote
Request;




    2. the principal amount of each Money Market Borrowing must be
$5,000,000 or a larger multiple of $100,000;




    3. acceptance of offers may only be made on the basis of ascending
Money Market Margins or Money Market Absolute Rates, as the case may be; and




36









 









    4. the Borrower may not accept any offer that is described in
subsection (d)(3) or that otherwise fails to comply with the requirements
of this Agreement.



          (g) Allocation by Agent. If offers are made by two or more Banks with the
same Money Market Margins or Money Market Absolute Rates, as the case may be,
for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Administrative Agent among such Banks as nearly as possible
(in multiples of $100,000, as the Administrative Agent may deem appropriate) in
proportion to the aggregate principal amounts of such offers. The
Administrative Agent shall promptly (and in any event within one (1) Business
Day after such offers are accepted) notify the Borrower and each such Bank in
writing of any such allocation of Money Market Loans.



          Determinations by the Administrative Agent of the allocation of Money Market
Loans shall be conclusive in the absence of manifest error.



          (h) Notwithstanding anything to the contrary contained herein, each Bank
shall be required to fund its Pro Rata Share of Committed Loans in accordance
with Section 2.1 hereof despite the fact that any Bank’s Commitment may have
been or may be exceeded as a result of such Bank’s making of Money Market
Loans.



          SECTION 2.5. Notice to Banks; Funding of Loans.



          (a) Upon receipt of a Notice of Borrowing from Borrower in accordance with
Section 2.2 hereof, the Administrative Agent shall, on the date such Notice of
Borrowing is received by the Administrative Agent, notify each Bank of the
contents thereof and of such Bank’s share of such Borrowing, of the interest
rate determined pursuant thereto and the Interest Period(s) (if different from
those requested by the Borrower) and such Notice of Borrowing shall not
thereafter be revocable by the
Borrower, unless Borrower shall pay any applicable expenses pursuant to
Section 2.13.



          (b) Not later than 2:00 p.m. (New York, New York time) on the date of each
Committed Borrowing (including without limitation each Mandatory Borrowing) as
indicated in the applicable Notice of Borrowing, each Bank shall (except as
provided in subsection (d) of this Section) make available its share of such
Committed Borrowing in Federal funds immediately available in New York, New
York, to the Administrative Agent at its address referred to in Section 9.1.



          (c) Not later than 3:00 p.m. (New York, New York time) on the date of each
Swingline Borrowing as indicated in the applicable Notice of Borrowing, the
Swingline Lender shall make available such Swingline Borrowing in Federal funds
immediately available in New York, New York, to the Administrative Agent at its
address referred to in Section 9.1.



          (d) Unless the Administrative Agent shall have received notice from a Bank
prior to the time of any Borrowing that such Bank will not make available to
the Administrative




37









 







Agent such Bank’s share of such Borrowing, the Administrative Agent may assume
that such Bank has made such share available to the Administrative Agent on the
date of such Borrowing in accordance with of this Section 2.5 and the
Administrative Agent may, in reliance upon such assumption, but shall not be
obligated to, make available to the Borrower on such date a corresponding
amount on behalf of such Bank. If and to the extent that such Bank shall not
have so made such share available to the Administrative Agent, such Bank agrees
to repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount
is made available to the Borrower until the date such amount is repaid to the
Administrative Agent, at the rate of interest applicable to such Borrowing
hereunder. If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank’s Loan
included in such Borrowing for purposes of this Agreement. If such Bank shall
not pay to Administrative Agent such corresponding amount after reasonable
attempts are made by Administrative Agent to collect such amounts from such
Bank, Borrower agrees to repay to Administrative Agent forthwith on demand such
corresponding amounts together with interest thereto, for each day from the
date such amount is made available to Borrower until the date such amount is
repaid to Administrative Agent, at the interest rate applicable thereto one (1)
Business Day after demand. Nothing contained in this Section 2.5(d) shall be
deemed to reduce the Commitment of any Bank or in any way affect the rights of
Borrower with respect to any defaulting Bank or Administrative Agent. The
failure of any Bank to make available to the Administrative Agent such Bank’s
share of any Borrowing in accordance with Section 2.5(b) hereof shall not
relieve any other Bank of its obligations to fund its Commitment, in accordance
with the provisions hereof.




          (e) Subject to the provisions hereof, the Administrative Agent shall make
available each Borrowing to Borrower in Federal funds immediately available in
accordance with, and on the date set forth in, the applicable Notice of
Borrowing.



          SECTION 2.6. Notes.



          (a) The Loans of each Bank shall be evidenced by a single Note payable to
the order of such Bank for the account of its Applicable Lending Office.



          (b) Each Bank may, by notice to the Borrower and the Administrative Agent,
request that its Loans of a particular type (including, without limitation,
Swingline Loans and Money Market Loans) be evidenced by a separate Note in an
amount equal to the aggregate unpaid principal amount of such Loans. Any
additional costs incurred by the Administrative Agent, the Borrower or the
Banks in connection with preparing such a Note shall be at the sole cost and
expense of the Bank requesting such Note. In the event any Loans evidenced by
such a Note are paid in full prior to the Maturity Date, any such Bank shall
return such Note to Borrower. Each such Note shall be in substantially the form
of Exhibit A hereto with appropriate modifications to reflect the fact that it
evidences solely Loans of the relevant type. Upon the execution and delivery of
any such Note, any existing Note payable to such Bank shall be replaced or
modified accordingly. Each reference in this Agreement to the “Note” of such
Bank shall be deemed to refer to and include any or all of such Notes, as the
context may require.




38









 








          (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the appropriate schedule appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding; provided that the failure of any Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.



          (d) The Committed Loans shall mature, and the principal amount thereof
shall be due and payable, on the Maturity Date. The Swingline Loans shall
mature, and the principal amount thereof shall be due and payable, in
accordance with Section 2.3(b)(iii).



          (e) Each Money Market Loan included in any Money Market Borrowing shall
mature, and the principal amount thereof shall be due and payable, together
with accrued interest thereon, on the earlier to occur of (i) last day of the
Interest Period applicable to such Borrowing or (ii) the Maturity Date.



          (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans and
no more than ten (10) Money Market Loans outstanding at any one time.



          SECTION 2.7. Method of Electing Interest Rates.



          (a) The Loans included in each Committed Borrowing shall bear interest
initially at the type of rate specified by the Borrower in the applicable
Notice of Borrowing or as otherwise provided in Section 2.3 with respect to
Mandatory Borrowings. Thereafter, the Borrower may from time to time elect to
change or continue the type of interest rate borne by each Group of Loans
(subject in each case to the provisions of Article VIII), as follows:



               (i) if such Loans are Base Rate Loans, the Borrower may elect to convert
all or any portion of such Loans to Euro-Dollar Loans as of any Business Day;



               (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
convert all or any portion of such Loans to Base Rate Loans and/or elect to
continue all or any portion of such Loans as Euro-Dollar Loans for an
additional Interest Period or additional Interest Periods, in each case
effective on the last day of the then current Interest Period applicable to
such Loans, or on such other date designated by Borrower in the Notice of
Interest Rate Election provided Borrower shall pay any losses pursuant to
Section 2.13.



Each such election shall be made by delivering a notice (a “Notice of
Interest Rate Election”), signed by an Authorized Officer, to the
Administrative Agent at least three (3) Business Days before the conversion or
continuation selected in such notice is to be effective. A Notice of




39









 







Interest Rate Election may, if it so specifies, apply to only a portion of the
aggregate principal amount of the relevant Group of Loans; provided that (i)
such portion is allocated ratably among the Loans comprising such Group, (ii)
the portion to which such Notice applies, and the remaining portion to which it
does not apply, are each $500,000 or any larger multiple of $100,000, (iii)
there shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at
any time, (iv) no Committed Loan may be continued as, or converted into, a
Euro-Dollar Loan when any Event of Default has occurred and is continuing, and
(v) no Interest Period shall extend beyond the Maturity Date.




          (b) Each Notice of Interest Rate Election shall specify:



               (i) the Group of Loans (or portion thereof) to which such
notice applies;



               (ii) the date on which the conversion or continuation
selected in such
notice is to be effective, which shall comply with the applicable clause of
subsection (a)
above;



               (iii) if the Loans comprising such Group are to be converted, the new type
of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the
initial Interest Period applicable thereto; and



               (iv) if such Loans are to be continued as Euro-Dollar Loans for an
additional Interest Period, the duration of such additional Interest Period.


Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.




          (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Administrative Agent shall notify each
Bank the same day as it receives such Notice of Interest Rate Election of the
contents thereof, the interest rates determined pursuant thereto and the
Interest Periods (if different from those requested by the Borrower) and such
notice shall not thereafter be revocable by the Borrower. If the Borrower fails
to deliver a timely Notice of Interest Rate Election to the Administrative
Agent for any Group of Euro-Dollar Loans, such Loans shall be converted into
Base Rate Loans on the last day of the then current Interest Period applicable
thereto.



          SECTION 2.8. Interest Rates.



          (a) Each Base Rate Loan shall bear interest on the outstanding principal
amount thereof, for each day from the date such Loan is made until the date it
is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.7, at a
rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate
Loans for such day.




40









 








          (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during the Interest Period applicable thereto, at
a rate per annum equal to the sum of the Applicable Margin for Euro-Dollar
Loans for such day plus the Euro-Dollar Rate applicable to such Interest
Period.



          (c) Subject to Section 8.1, each Money Market IBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar
Rate for such Interest Period (determined in accordance with Section 2.8(b) as
if the related Money Market IBOR Borrowing were a Euro-Dollar Borrowing) plus
(or minus) the Money Market Margin quoted by the Bank making such Loan in
accordance with Section 2.4. Each Money Market Absolute Rate Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the Money Market Absolute Rate
quoted by the Bank making such Loan in accordance with Section 2.4. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the Base
Rate until such failure shall become an Event of Default and thereafter at
a rate per annum equal to the sum of 4% plus the Base Rate for such day.



          (d) In the event that, and for so long as, any Event of Default shall have
occurred and be continuing, the outstanding principal amount of the Loans, and,
to the extent permitted by applicable law, overdue interest in respect of all
Loans, shall bear interest at the annual rate equal to the sum of the Base Rate
and four percent (4%) (the “Default Rate”).



          (e) The Administrative Agent shall determine each interest rate applicable
to the Loans hereunder. The Administrative Agent shall give prompt notice to
the Borrower and the Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of demonstrable error.



          (f) Intentionally Omitted.



          (g) Interest on all Loans (other than Base Rate Loans) shall be payable
on the
last Business Day of each applicable Interest Period (provided that in the
event any Interest Period ends on the date which is 60 or 90 days after the
date on which any Interest Period commences, interest on all Loans (other than
Base Rate Loans) shall be payable on the first Business Day of each calendar
month during such Interest Period and on the last day of such Interest Period)
and interest on Base Rate Loans shall be payable on the first Business Day of
each calendar month.



          SECTION 2.9. Fees.



          (a) Facility Fee. For the period beginning on the Closing Date and ending
on the date the Obligations are paid in full and this Agreement is terminated
(the “Facility Fee Period”), the Borrower shall pay to the Administrative Agent
for the account of the Banks ratably in proportion to their respective
Commitments (1) for so long as the Borrower has an Investment




41









 







Grade Rating, a facility fee on the aggregate Commitments less all amounts
repaid pursuant to Section 2.11(c) or (d) or pursuant to Section 2.11 (a) or
(b) if such amount may not be reborrowed and at the Applicable Fee Percentage
or (2) in the event that the Borrower does not have an Investment Grade Rating,
an unused fee at an annual rate equal to the product of (i) the daily average
aggregate Commitments less the aggregate amount of all Loans then outstanding
and less all amounts repaid pursuant to Section 2.11(c) or (d) or pursuant to
Section 2.11 (a) or (b) if such amount may not be reborrowed and (ii) the
Applicable Fee Percentage. The facility fee or, if applicable, the unused fee,
shall be payable in arrears on each January 1, April 1, July 1 and October 1
during the Facility Fee Period.




          (b) Fees Non-Refundable. All fees set forth in this Section 2.9 shall be
deemed to have been earned on the date payment is due in accordance with the
provisions
hereof and shall be non-refundable. The obligation of the Borrower to pay
such fees in accordance with the provisions hereof shall be binding upon the
Borrower and shall inure to the benefit of the Administrative Agent, the
Syndication Agent and the Banks regardless of whether any Loans are actually
made.



          SECTION 2.10. Maturity Date.



          (a) The term (the “Term”) of the Commitments (and each Bank’s obligations
to make Loans hereunder) shall terminate and expire on the Maturity Date.



          (b) Upon the date of the termination of the Term, any Loans then outstanding
(together with accrued interest thereon and all other Obligations) shall be due and payable on
such date.



          SECTION 2.11. Prepayments.



          (a) The Borrower may, upon at least one (1) Business Day’s notice to the
Administrative Agent, prepay any Group of Base Rate Loans or any Money Market
Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole
at any time, or from time to time in part in amounts aggregating One Million
Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars
($100,000), by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. The Borrower may, from time to time
on any Business Day so long as prior notice is given to the Administrative
Agent and Swingline Lender no later than 2:00 p.m. (New York, New York time) on
the day on which Borrower intends to make such prepayment, prepay any Swingline
Loans in whole or in part in amounts aggregating $100,000 or a higher integral
multiple of $100,000 (or, if less, the aggregate outstanding principal amount
of all Swingline Loans then outstanding) by paying the principal amount to be
prepaid together with accrued interest thereon to the date of prepayment no
later than 3:00 p.m. (New York, New York time) on such day. Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Banks
(or the Swingline Lender in the case of Swingline Loans) included in such Group
or Borrowing.




42









 








          (b) The Borrower may, upon at least one (1) Business Days’ notice to the
Administrative Agent, prepay any Euro-Dollar Loan as of the last day of the
Interest Period applicable thereto. Except as provided in Article 8 and except
with respect to any Euro-Dollar Loan which has been converted to a Base Rate
Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay
all or any portion of the principal amount of any Euro-Dollar Loan prior to the
end of the Interest Period applicable thereto unless the Borrower shall also
pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower
may not prepay all or any portion of the principal amount of any Money Market
Loan prior to the end of the Interest Period applicable thereto without the
consent of all applicable Designated Lenders and Banks. Any such prepayment
shall be upon at
least three (3) Business Days notice to the Administrative Agent. Each
such optional prepayment shall be in the amounts set forth in Section 2.11(a)
above and shall be applied to prepay ratably the Loans of the Banks included in
any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been
converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be
prepaid without ratable payment of the other Loans in such Group of Loans which
have not been so converted.



          (c) If, at any time, Borrower or EOPT receives Net Offering Proceeds in
the form of cash (other than drawings under this Agreement or the Existing
Facility or proceeds received within ninety (90) days after the redemption,
retirement or repurchase of ownership or equity interests in Borrower or
Guarantor, up to the amount paid by Borrower or Guarantor in connection with
such redemption, retirement or repurchase, where, for the avoidance of doubt,
the net effect is that neither Borrower nor Guarantor shall have increased its
Net Worth as a result of any such proceeds), then, the Borrower shall repay the
Loans as LIBOR tranches expire in an amount equal to the lesser of (x) the
aggregate Net Offering Proceeds in the form of cash then received by Borrower
and (y) the outstanding Obligations, and, if and to the extent that the
outstanding Obligations shall be less than the amount of such Net Offering
Proceeds, the Commitments shall be reduced on a pro rata basis by an amount
equal to the difference between such Net Offering Proceeds and the outstanding
Obligations. Borrower shall deliver a Mandatory Prepayment Notice to the
Administrative Agent within one (1) Business Day after Borrower or EOPT
receives any such Net Offering Proceeds.



          (d) If at any time Borrower or EOPT receives proceeds, dividends or
distributions relating to the sale or disposition of the Borrower’s interests
in material Property or other assets (including, but not limited to, Joint
Venture Interests and equity interests in Subsidiaries), then, the Borrower
shall repay the Loans as LIBOR tranches expire in an amount equal to the lesser
of (x) the aggregate Net Price in the form of cash relating to such sale or
disposition received by the Borrower, and (y) the outstanding Obligations, and,
if and to the extent that the outstanding Obligations shall be less than the
amount of such Net Price, the Commitment Amount shall be reduced by an amount
equal to the difference between such Net Price and the outstanding Obligations.
Borrower shall deliver a Mandatory Prepayment Notice to the Administrative
Agent within one (1) Business Day after Borrower or EOPT receives any such
proceeds, dividends or distributions. Notwithstanding the foregoing, however,
Borrower shall not be required to prepay any outstanding Obligations, nor shall
the Commitments be reduced, with respect to up to $50,000,000 in aggregate
proceeds, dividends or distributions in the form of




43









 







cash relating to sales or dispositions of the Borrower’s interests in material
Properties or other assets (including, but not limited to, Joint Venture
Interests and equity interests in Subsidiaries) if and to the extent Borrower
uses such proceeds, dividends or distributions to purchase Real Property
Assets, provided that (i) Borrower identifies such Real Property Assets to
Administrative Agent within forty-five (45) days after the date of the receipt
of such proceeds, dividends or distributions and (ii) the purchase and sale of
one
or more of such Real Property Assets closes within 180 days after the date of
the receipt of such proceeds, dividends or distributions.




          (e) The Borrower may at any time and from time to time cancel all or any
part of the Commitments in amounts aggregating Ten Million Dollars
($10,000,000) or any larger multiple of One Hundred Thousand Dollars
($100,000), by the delivery to the Administrative Agent of a notice of
cancellation, signed by an Authorized Officer, within the applicable time
periods set forth in Sections 2.11(a) and (b) if there are Loans then
outstanding or, if there are no Loans outstanding at such time as to which the
Commitments with respect thereto are being canceled, upon at least three (3)
Business Days’ notice to the Administrative Agent, whereupon, in either event,
all or such portion of the Commitments, as applicable, shall terminate as to
the Banks, pro rata on the date set forth in such notice of cancellation, and,
if there are any Loans then outstanding, Borrower shall prepay, as applicable,
all or such portion of Loans outstanding on such date in accordance with the
requirements of Section 2.11(a) and (b), Borrower shall be permitted to
designate in its notice of cancellation which Loans, if any, are to be prepaid.
In no event shall the Borrower be permitted to cancel Commitments, if, after
giving effect to such cancellation and any related payments as well as any
returns by Borrower, the amount of the Loans exceeds the Commitments, as so
reduced. A reduction of the Commitments pursuant to this Section 2.11(e) shall
not effect a reduction in the Swingline Commitment (unless so elected by the
Borrower) until the aggregate Commitments have been reduced to an amount equal
to the Swingline Commitment.



          (f) Subject to the limitations set forth herein, up to $125,000,000 of
amounts repaid pursuant to Section 2.11 (a) and (b) may be reborrowed one or
more times, provided that (i) no amounts in excess of such $125,000,000 may be
reborrowed and (ii) no amounts required to be repaid pursuant to Section
2.11(c) or (d) may be reborrowed. In the event Borrower elects to cancel all or
any portion of the Commitments and the Swingline Commitment pursuant to Section
2.11(e) hereof, such amounts may not be reborrowed.



          SECTION 2.12. General Provisions as to Payments.



          (a) The Borrower shall make each payment of principal of and interest on
the Loans and of fees hereunder, not later than 12:00 p.m. (New York, New York
time) on the date when due, in Federal or other funds immediately available in
New York, New York, to the Administrative Agent at its address referred to in
Section 9.1. The Administrative Agent will promptly (and in any event within
one (1) Business Day after receipt thereof) distribute to each Bank its ratable
share (or applicable share with respect to Money Market Loans) of each such
payment received by the Administrative Agent for the account of the Banks. If
and to the extent that the Administrative Agent shall receive any such payment
for the account of the Banks on or




44









 







before 1:00 p.m. (New York, New York time) on any Business Day, and
Administrative
Agent shall not have distributed to any Bank its applicable share of such
payment on such Business Day, Administrative Agent shall distribute such amount
to such Bank together with interest thereon, for each day from the date such
amount should have been distributed to such Bank until the date Administrative
Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever
any payment of principal of, or interest on the Base Rate Loans or Swingline
Loans or of fees shall be due on a day which is not a Business Day, the date
for payment thereof shall be extended to the next succeeding Business Day.
Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Business Day, the date for payment thereof
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Business Day. Whenever any payment of principal of,
or interest on, the Money Market Loans shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day. If the date for any payment of principal is extended
by operation of law or otherwise, interest thereon shall be payable for such
extended time.




          (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each Bank on such due date an
amount equal to the amount then due such Bank. If and to the extent that the
Borrower shall not have so made such payment, each Bank shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate.



          SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or Money Market IBOR Loan
(pursuant to Article II, VI or VIII or otherwise) on any day other than the
last day of the Interest Period applicable thereto, or if the Borrower fails to
borrow any Euro-Dollar Loans or Money Market IBOR Loans after notice has been
given to any Bank in accordance with Section 2.5(a) or 2.4(f), as applicable,
or if Borrower shall deliver a Notice of Interest Rate Election specifying that
a Euro-Dollar Loan shall be converted on a date other than the first (1st) day
of the then current Interest Period applicable thereto, the Borrower shall
reimburse each Bank within 15 days after certification of such Bank of such
loss or expense (which shall be delivered by each such Bank to Administrative
Agent for delivery to Borrower) for any resulting loss or expense incurred by
it (or by an existing Participant in the related Loan), including, without
limitation, any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or failure to borrow, provided that such Bank shall have delivered to
Administrative Agent and Administrative Agent shall have delivered to the
Borrower a certification as to the amount of such loss or expense, which
certification shall set



45









 




forth in reasonable detail the basis for and calculation of such loss or
expense and shall be conclusive in the absence of demonstrable error.




          SECTION 2.14. Computation of Interest and Fees. All interest and fees
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last day).



          SECTION 2.15. Use of Proceeds. The Borrower shall use the proceeds of the
Loans for general corporate purposes, including, without limitation, the
acquisition of real property to be used in the Borrower’s existing business and
for general working capital needs of the Borrower; provided, however, that no
Swingline Loan shall be used more than once for the purpose of refinancing
another Swingline Loan, in whole or part.



ARTICLE III




CONDITIONS




          SECTION 3.1. Closing. The closing hereunder shall occur on the date when
each of the following conditions is satisfied (or waived in writing by the
Administrative Agent and the Banks), each document to be dated the Closing Date
unless otherwise indicated:



          (a) the Borrower shall have executed and delivered to the Administrative
Agent a Note for the account of each Bank dated on or before the Closing Date
complying with the provisions of Section 2.6;



          (b) the Borrower, EOPT and the Administrative Agent and each of the Banks
shall have executed and delivered to the Borrower, EOPT and the Administrative
Agent a duly executed original of this Agreement;



          (c) EOPT shall have executed and delivered to the Administrative Agent a
duly executed original of the EOPT Guaranty;




          (d) the
Administrative Agent shall have received an opinion of Piper Rudnick
LLP, counsel for the Borrower and EOPT, acceptable to the Administrative
Agent, the Banks and their counsel;



          (e) the Administrative Agent shall have received all documents the
Administrative Agent may reasonably request relating to the existence of the
Borrower and EOPT, the authority for and the validity of this Agreement and the
other Loan Documents, the incumbency of officers executing this Agreement and
the other Loan Documents and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent. Such documentation shall
include, without limitation, the agreement of limited partnership of the



46









 




Borrower, as well as the certificate of limited partnership of the Borrower,
both as amended, modified or supplemented to the Closing Date, certified to be
true, correct and complete by a senior officer of the Borrower as of a date not
more than ten (10) days prior to the Closing Date, together with a certificate
of existence as to the Borrower from the Secretary of State (or the equivalent
thereof) of Delaware, to be dated not more than thirty (30) days prior to the
Closing Date, as well as the declaration of trust of EOPT, as amended, modified
or supplemented to the Closing Date, certified to be true, correct and complete
by a senior officer of EOPT as of a date not more than ten (10) days prior to
the Closing Date, together with a good standing certificate as to EOPT from the
Secretary of State (or the equivalent thereof) of Maryland, to be dated not
more than thirty (30) days prior to the Closing Date;




          (f) the Borrower and EOPT each shall have executed a solvency certificate
acceptable to the Administrative Agent;



          (g) the Administrative Agent shall have received all certificates,
agreements and other documents and papers referred to in this Section 3.1 and
the Notice of Borrowing referred to in Section 3.2, if applicable, unless
otherwise specified, in sufficient counterparts, satisfactory in form and
substance to the Administrative Agent in its sole discretion;



          (h) the Borrower shall have taken all actions required to authorize the
execution and delivery of this Agreement and the other Loan Documents and the
performance thereof by the Borrower, and EOPT shall have taken all actions
required to authorize the execution and delivery of the EOPT Guaranty and the
other Loan Documents and the performance thereof by EOPT;



          (i) the Banks shall be satisfied that neither the Borrower, EOPT nor any
Consolidated Subsidiary is subject to any present or contingent environmental
liability which could have a Material Adverse Effect and the Borrower shall
have delivered a certificate so stating;



          (j) the Administrative Agent shall have received, for its and any other
Bank’s account, all fees due and payable pursuant to Section 2.9 hereof on or
before the Closing Date, and the reasonable fees and expenses accrued through
the Closing Date of Skadden, Arps, Slate, Meagher & Flom LLP, if required by
such firm and if such firm has delivered an invoice in reasonable detail of
such fees and expenses in sufficient time for Borrower to approve and process
the same, shall have been paid directly to Skadden, Arps, Slate, Meagher & Flom
LLP;



          (k) the Borrower shall have delivered copies of all consents, licenses and
approvals, if any, required in connection with the execution, delivery and
performance by the Borrower and EOPT, and the validity and enforceability, of
the Loan
Documents, or in connection with any of the transactions contemplated
thereby, and such consents, licenses and approvals shall be in full force and
effect;



          (l) no Default or Event of Default shall have occurred;




47









 








          (m) the Borrower shall have delivered a certificate in form acceptable to
Administrative Agent showing compliance with the requirements of Section 5.8 as of the Closing
Date; and



          
(n) the receipt by Borrower of any required consents or approvals under the
Existing Revolving Credit Facility for this Agreement; and


          
 (o) Borrower shall have satisfied all of the conditions to the
obligation of a Bank to make a Loan set forth in Section 3.2 hereof.



          SECTION 3.2. Borrowings. The obligation of any Bank to make a Loan or the
obligation of the Swingline Lender to make a Swingline Loan on the occasion of
any Borrowing is subject to the satisfaction of the following conditions:



          (a) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.2 or Section 2.3(b)(i) or a Notice of Money Market
Borrowing as required by Section 2.4;



          (b) immediately after such Borrowing, the aggregate outstanding principal
amount of the Loans will not exceed the aggregate amount of the Commitments;



          (c) immediately before and after such Borrowing, no Default or Event of
Default shall have occurred and be continuing both before and after giving
effect to the making of such Loans;



          (d) the representations and warranties of the Borrower contained in this
Agreement (other than representations and warranties which expressly speak as
of a different date) shall be true and correct in all material respects on and
as of the date of such Borrowing both before and after giving effect to the
making of such Loans;



          (e) no law or regulation shall have been adopted, no order, judgment or
decree of any Governmental Authority shall have been issued, and no litigation
shall be pending, which does or seeks to enjoin, prohibit or restrain, the
making or repayment of the Loans or the consummation of the transactions
contemplated by this Agreement; and



          (f) no event, act or condition shall have occurred after the Closing
Date which, in the reasonable judgment of the Administrative Agent or the
Required Banks, as the case may be, has had or is likely to have a Material
Adverse Effect.


Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c), (d), (e), and (f) (to the extent that Borrower is or should have been
aware of any Material Adverse Effect) of this Section, except as otherwise
disclosed in writing by Borrower to the Banks. Notwithstanding anything to the
contrary, no Borrowing shall be permitted if such Borrowing would cause





48









 







Borrower to fail to be in compliance with any of the covenants contained in
this Agreement or in any of the other Loan Documents.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES




          In order to induce the Administrative Agent and each of the other Banks
which is or may become a party to this Agreement to make the Loans, the
Borrower makes the following representations and warranties as of the Closing
Date. Such representations and warranties shall survive the effectiveness of
this Agreement, the execution and delivery of the other Loan Documents and the
making of the Loans.



          SECTION 4.1. Existence and Power. The Borrower is a limited partnership,
duly formed and validly existing as a limited partnership under the laws of the
State of Delaware and has all powers and all material governmental licenses,
authorizations, consents and approvals required to own its property and assets
and carry on its business as now conducted or as it presently proposes to
conduct and has been duly qualified and is in good standing in every
jurisdiction in which the failure to be so qualified and/or in good standing is
likely to have a Material Adverse Effect. EOPT is a real estate investment
trust, duly formed, validly existing and in good standing as a real estate
investment trust under the laws of the State of Maryland and has all powers and
all material governmental licenses, authorizations, consents and approvals
required to own its property and assets and carry on its business as now
conducted or as it presently proposes to conduct and has been duly qualified
and is in good standing in every jurisdiction in which the failure to be so
qualified and/or in good standing is likely to have a Material Adverse Effect.



          SECTION 4.2. Power and Authority. The Borrower has the partnership power
and authority to execute, deliver and carry out the terms and provisions of
each of the Loan Documents to which it is a party and has taken all necessary
partnership action, if any, to authorize the execution and delivery on behalf
of the Borrower and the performance by the Borrower of such Loan Documents. The
Borrower and EOPT each have duly executed and delivered each Loan Document to
which it is a party in
accordance with the terms of this Agreement, and each such Loan Document
constitutes the legal, valid and binding obligation of the Borrower and EOPT,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable insolvency, bankruptcy or other laws affecting creditors
rights generally, or general principles of equity, whether such enforceability
is considered in a proceeding in equity or at law. EOPT has the power and
authority to execute, deliver and carry out the terms and provisions of each of
the Loan Documents to which it is a party and has taken all necessary action to
authorize the execution, delivery and performance of such Loan Documents. EOPT
has the power and authority to execute, deliver and carry out the terms and
provisions of each of the Loan Documents on behalf of the Borrower to which the
Borrower is a party and has taken all



49









 




necessary action to authorize the execution and delivery on behalf of the
Borrower and the performance by the Borrower of such Loan Documents.




          SECTION 4.3. No Violation.



          (a) Neither the execution, delivery or performance by or on behalf of the
Borrower of the Loan Documents to which it is a party, nor compliance by the
Borrower with the terms and provisions thereof nor the consummation of the
transactions contemplated by the Loan Documents, (i) will materially contravene
any applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality, (ii) will
materially conflict with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the property or assets of the Borrower or any of its
Consolidated Subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, or other agreement or other instrument to which the Borrower (or
of any partnership of which the Borrower is a partner) or any of its
Consolidated Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it is subject (except for such breaches and
defaults under loan agreements which the lenders thereunder have agreed to
forbear pursuant to valid forbearance agreements), or (iii) will cause a
material default by the Borrower under any organizational document of any
Person in which the Borrower has an interest, or cause a material default under
the Borrower’s agreement or certificate of limited partnership, the
consequences of which conflict, breach or default would have a Material Adverse
Effect, or result in or require the creation or imposition of any Lien
whatsoever upon any Property (except as contemplated herein).



          (b) Neither the execution, delivery or performance by EOPT of the Loan
Documents to which it is a party, nor compliance by EOPT with the terms and
provisions thereof nor the consummation of the transactions contemplated by the
Loan Documents, (i) will materially contravene any applicable provision of any
law, statute, rule, regulation, order, writ, injunction or decree of any court
or governmental instrumentality, (ii) will materially conflict with or result
in any breach of, any of the
terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of EOPT or any of its
Consolidated Subsidiaries pursuant to the terms of any indenture, mortgage,
deed of trust, or other agreement or other instrument to which EOPT (or of any
partnership of which EOPT is a partner) or any of its Consolidated Subsidiaries
is a party or by which it or any of its property or assets is bound or to which
it is subject (except for such breaches and defaults under loan agreements
which the lenders thereunder have agreed to forbear pursuant to valid
forbearance agreements), or (iii) will cause a material default by EOPT under
any organizational document of any Person in which EOPT has an interest, the
consequences of which conflict, breach or default would have a Material Adverse
Effect, or result in or require the creation or imposition of any Lien
whatsoever upon any Property (except as contemplated herein).




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          SECTION 4.4. Financial Information.



          (a) The consolidated balance sheets of EOPT and the Borrower as of
December 31, 2003 and as of March 30, 2004, and the related statements of
operations and cash flows of EOPT and the Borrower for the fiscal year or
quarter then ended, reported on by Ernst & Young LLP, fairly present, in
conformity with GAAP, the consolidated financial position of EOPT and the
Borrower, as the case may be, as of such date and the consolidated results of
operations and cash flows for such fiscal year.



          (b) Since March 30, 2004, (i) except as may have been disclosed in writing
to the Banks, nothing has occurred having a Material Adverse Effect, and (ii)
except as set forth on Schedule 4.4(b), neither the Borrower nor EOPT has
incurred any material indebtedness or guaranty on or before the Closing Date.



          SECTION 4.5. Litigation. Except as previously disclosed by the Borrower in
writing to the Banks, there is no action, suit, proceeding or investigation
pending against, or to the knowledge of the Borrower threatened against or
affecting, (i) the Borrower, EOPT or any of their Consolidated Subsidiaries,
(ii) the Loan Documents or any of the transactions contemplated by the Loan
Documents or (iii) any of their assets, before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable
possibility of an adverse decision which could, individually, or in the
aggregate have a Material Adverse Effect or which in any manner draws into
question the validity of this Agreement or the other Loan Documents. As of the
Closing Date, no such action, suit or proceeding exists.



          SECTION 4.6. Compliance with ERISA.



          (a) Except as set forth on Schedule 4.6 attached hereto, neither Borrower
nor EOPT is a member of or has entered into, maintained, contributed to, or
been required to contribute to, or may incur any liability with respect to
any Plan or Multiemployer Plan or any other Benefit Arrangement. In the event
that at any time after the Closing Date, either the Borrower or EOPT shall
become a member of any other material Plan or Multiemployer Plan, Borrower
promptly shall notify the Administrative Agent thereof and from and after such
notice Schedule 4.6 shall be deemed modified thereby.



          (b) Except for a “prohibited transaction” arising solely because of a
Bank’s breach of the covenant set forth in Section 9.17 hereof, the
transactions contemplated by the Loan Documents will not constitute a nonexempt
prohibited transaction (as such term is defined in Section 4975 of the Code or
Section 406 of ERISA) that could subject the Administrative Agent or any of the
Banks to any tax or penalty on prohibited transactions imposed under Section
4975 of the Code or Section 502(i) of ERISA and such transactions will not
otherwise result in the Administrative Agent or any of the Banks being deemed
in violation of Sections 404 or 406 of ERISA or Section 4975 of the Code or in
the Administrative Agent or any of the Banks being a fiduciary or party in
interest under ERISA or a “disqualified person” as defined in Section
4975(e)(2) of the Code with respect to an “employee benefit plan” within the
meaning of Section




51









 







3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.
No assets of Borrower constitute “assets” (within the meaning of ERISA or
Section 4975 of the Code, including, but not limited to, 29 C.F.R. § 2510.3-101
or any successor regulation thereto) of an “employee benefit plan” within the
meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section
4975(e)(1) of the Code. In addition to the prohibitions set forth in this
Agreement and the other Loan Documents, and not in limitation thereof, Borrower
covenants and agrees that Borrower shall not use any “assets” (within the
meaning of ERISA or Section 4975 of the Code, including but not limited to 29
C.F.R. § 2510.3-101) of an “employee benefit plan” within the meaning of
Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of
the Code to repay or secure the Note, the Loan, or the Obligations.




          SECTION 4.7. Environmental. The Borrower conducts reviews of the effect of
Environmental Laws on the business, operations and properties of the Borrower
and its Consolidated Subsidiaries when necessary in the course of which it
identifies and evaluates associated liabilities and costs (including, without
limitation, any capital or operating expenditures required for clean-up or
closure of properties presently owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental protection
standards imposed by law or as a condition of any license, permit or contract,
any related constraints on operating activities, and any actual or potential
liabilities to third parties, including, without limitation, employees, and any
related costs and expenses). On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including,
without limitation, the costs of compliance with Environmental Laws, are
unlikely to have a Material Adverse
Effect.



          SECTION 4.8. Taxes. The Borrower, EOPT and their Consolidated Subsidiaries
have filed all United States Federal income tax returns and all other material
tax returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by the
Borrower, EOPT or any Consolidated Subsidiary, except such taxes, if any, as
are reserved against in accordance with GAAP, such taxes as are being contested
in good faith by appropriate proceedings or such taxes, the failure to make
payment of which when due and payable will not have, in the aggregate, a
Material Adverse Effect. The charges, accruals and reserves on the books of the
Borrower, EOPT and their Consolidated Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower, adequate.



          SECTION 4.9. Full Disclosure. All information heretofore furnished by the
Borrower to the Administrative Agent or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby or
thereby is true and accurate in all material respects on the date as of which
such information is stated or certified. The Borrower has disclosed to the
Administrative Agent, in writing any and all facts which have or may have (to
the extent the Borrower can now reasonably foresee) a Material Adverse Effect.



          SECTION 4.10. Solvency. On the Closing Date and after giving effect to the
transactions contemplated by the Loan Documents occurring on the Closing Date,
the Borrower and EOPT will be Solvent.




52









 








          SECTION 4.11. Use of Proceeds. All proceeds of the Loans will be used by
the Borrower only in accordance with the provisions hereof. Neither the making
of any Loan nor the use of the proceeds thereof will violate or be inconsistent
with the provisions of regulations T, U, or X of the Federal Reserve Board.



          SECTION 4.12. Governmental Approvals. No order, consent, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, any Governmental Authority, or any subdivision thereof,
is required to authorize, or is required in connection with the execution,
delivery and performance of any Loan Document or the consummation of any of the
transactions contemplated thereby other than those that have already been duly
made or obtained and remain in full force and effect or those which, if not
made or obtained, would not have a Material Adverse Effect;



          SECTION 4.13. Investment Company Act; Public Utility Holding Company Act.
Neither the Borrower, EOPT nor any Consolidated Subsidiary is (x) an
“investment company” or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended, (y) a
“holding company” or a “subsidiary company” of a “holding company” or an
“affiliate” of either a
“holding company” or a “subsidiary company” within the meaning of the
Public Utility Holding Company Act of 1935, as amended, or (z) subject to any
other federal or state law or regulation which purports to restrict or regulate
its ability to borrow money.



          SECTION 4.14. Principal Offices. As of the Closing Date, the principal
office, chief executive office and principal place of business of the Borrower
is Two North Riverside Plaza, Chicago, Illinois 60606.



          SECTION 4.15. REIT Status. EOPT is qualified and EOPT intends to continue
to qualify as a real estate investment trust under the Code.



          SECTION 4.16. Patents, Trademarks, etc. The Borrower has obtained and
holds in full force and effect all patents, trademarks, servicemarks, trade
names, copyrights and other such rights, free from burdensome restrictions,
which are necessary for the operation of its business as presently conducted,
the impairment of which is likely to have a Material Adverse Effect.



          SECTION 4.17. Judgments. There are no final, non-appealable judgments or
decrees in an aggregate amount of Five Million Dollars ($5,000,000) or more
entered by a court or courts of competent jurisdiction against EOPT or the
Borrower or, to the extent such judgment would be recourse to EOPT or Borrower,
any of its Consolidated Subsidiaries (other than judgments as to which, and
only to the extent, a reputable insurance company has acknowledged coverage of
such claim in writing or which have been paid or stayed).



          SECTION 4.18. No Default. No Event of Default or, to the best of the
Borrower’s knowledge, Default exists under or with respect to any Loan Document
and the Borrower




53









 







is not in default in any material respect beyond any applicable grace period
under or with respect to any other material agreement, instrument or
undertaking to which it is a party or by which it or any of its property is
bound in any respect, the existence of which default is likely to result in a
Material Adverse Effect.




          SECTION 4.19. Licenses, etc. The Borrower has obtained and does hold in
full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditation, easements, rights of way and
other consents and approvals which are necessary for the operation of its
businesses as presently conducted, the absence of which is likely to have a
Material Adverse Effect.



          SECTION 4.20. Compliance With Law. To the Borrower’s knowledge, the
Borrower and each of its Real Property Assets are in compliance with all laws,
rules, regulations, orders, judgments, writs and decrees, including, without
limitation, all building and zoning ordinances and codes, the failure to comply
with which is likely to have a Material Adverse Effect.



          SECTION 4.21. No Burdensome Restrictions. Except as may have been
disclosed by the Borrower in writing to the Banks, Borrower is not a party to
any agreement or instrument or subject to any other obligation or any charter
or corporate or partnership restriction, as the case may be, which,
individually or in the aggregate, is likely to have a Material Adverse Effect.



          SECTION 4.22. Brokers’ Fees. The Borrower has not dealt with any broker or
finder with respect to the transactions contemplated by this Agreement or
otherwise in connection with this Agreement, and the Borrower has not done any
act, had any negotiations or conversation, or made any agreements or promises
which will in any way create or give rise to any obligation or liability for
the payment by the Borrower of any brokerage fee, charge, commission or other
compensation to any party with respect to the transactions contemplated by the
Loan Documents, other than the fees payable to the Administrative Agent, the
Syndication Agent and the Banks, and certain other Persons as previously
disclosed in writing to the Administrative Agent.



          SECTION 4.23. Labor Matters. Except as disclosed on Schedule 4.6, as of
the Closing Date, there are no collective bargaining agreements or
Multiemployer Plans covering the employees of the Borrower or any member of the
ERISA Group and neither the Borrower nor any member of the ERISA Group has
suffered any strikes, walkouts, work stoppages or other material labor
difficulty within the last five years.



          SECTION 4.24. Insurance. The Borrower currently maintains insurance at
100% replacement cost insurance coverage (subject to customary deductibles) in
respect of each of its Real Property Assets, as well as commercial general
liability insurance (including, without limitation, “builders’ risk” where
applicable) against claims for personal, and bodily injury and/or death, to one
or more persons, or property damage, as well as workers’ compensation
insurance,




54









 







in each case with respect to liability and casualty insurance with insurers
having an A.M. Best policyholders’ rating of not less than A-VII in amounts
that prudent owners of assets such as Borrower’s directly or indirectly owned
Real Property Assets would maintain.




          SECTION 4.25. Organizational Documents. The documents delivered pursuant
to Section 3.1(e) constitute, as of the Closing Date, all of the organizational
documents (together with all amendments and modifications thereof) of the
Borrower and EOPT. The Borrower represents that it has delivered to the
Administrative Agent true, correct and complete copies of each such documents,
except for exhibits to Borrower’s partnership agreement identifying the current
list of partners which, with the permission of the Banks, has been omitted
therefrom. EOPT holds (directly or indirectly) an 89.06% ownership interest in
the Borrower as of the date hereof.



          SECTION 4.26. Qualifying Unencumbered Properties. As of the date
hereof, each Property listed on Schedule 1.1 as a Qualifying Unencumbered
Property (i) is an operating Office Building or Parking Property wholly-owned
or ground leased (directly or beneficially) by Borrower, a Financing
Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any
equity interests in such Property that are owned directly or indirectly by
Borrower, EOPT or any Joint Venture Parent subject) to a Lien which secures
Indebtedness of any Person, other than Permitted Liens, and (iii) is not
subject (nor are any equity interests in such Property that are owned directly
or indirectly by Borrower, EOPT or Joint Venture Parent subject) to any
Negative Pledge. All of the information set forth on Schedule 1.1 is true and
correct in all material respects.



          SECTION 4.27. Tax Shelter Regulations. Borrower does not intend to treat
the Loans as being a “reportable transaction” (within the meaning of Treasury
Regulation Section 1.6011-4). In the event Borrower determines to take any
action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. If Borrower so notifies the Administrative Agent,
Borrower acknowledges that one or more of the Banks may treat its Committed
Loans, Money Market Loans and/or its interest in Swingline Loans as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1, and such
Bank or Banks, as applicable, will maintain the lists and other records
required by such Treasury Regulation.




55










 





ARTICLE V




AFFIRMATIVE AND NEGATIVE COVENANTS




          The Borrower covenants and agrees that, so long as any Bank has any
Commitment hereunder or any Obligations remain unpaid:



          SECTION 5.1. Information. The Borrower will deliver to the Administrative
Agent (who will promptly deliver copies of the same to each of the Banks):



          (a) as soon as available and in any event within five (5) Business Days
after the same is required to be filed with the Securities and Exchange
Commission (but in no event later than 125 days after the end of each Fiscal
Year of the Borrower) a consolidated balance sheet of the Borrower, EOPT and
their Consolidated Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of Borrower’s and EOPT’s operations and
consolidated statements of Borrower’s and EOPT’s cash flow for such Fiscal
Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year (if available), all reported in a manner acceptable to the
Securities and Exchange Commission on Borrower’s and EOPT’s Form 10K and
reported on by Ernst & Young LLP or other independent public accountants of
nationally recognized standing;



          (b) as soon as available and in any event within five (5) Business Days
after the same is required to be filed with the Securities and Exchange
Commission (but in no event later than 80 days after the end of each of the
first three quarters of each Fiscal Year of the Borrower and EOPT), (i) a
consolidated balance sheet of the Borrower, EOPT and their Consolidated
Subsidiaries as of the end of such quarter and the related consolidated
statements of Borrower’s and EOPT’s operations and consolidated statements of
Borrower’s and EOPT’s cash flow for such quarter and for the portion of the
Borrower’s or EOPT’s Fiscal Year ended at the end of such quarter, all reported
in the form provided to the Securities and Exchange Commission on Borrower’s
and EOPT’s Form 10Q, and (ii) and such other information reasonably requested
by the Administrative Agent or any Bank;



          (c) simultaneously with the delivery of each set of financial statements
referred to in clauses (a) and (b) above, a certificate of the chief financial
officer of the Borrower (i) setting forth in reasonable detail the calculations
required to establish whether the Borrower was in compliance with the
requirements of Section 5.8 on the date of such financial statements; (ii)
certifying (x) that such financial statements fairly present the financial
condition and the results of operations of the Borrower on the dates and for
the periods indicated, on the basis of GAAP, with respect to the Borrower
subject, in the case of interim financial statements, to normally recurring
year-end adjustments, and (y) that such officer has reviewed the terms of the
Loan Documents and has made, or caused to be made under his or her supervision,
a review in reasonable detail of the business and condition of the Borrower
during the period beginning on the date through which the last such review was
made pursuant to this Section 5.1(c) (or, in the case of the first
certification pursuant to this Section 5.1(c), the Closing Date) and ending on
a



56









 




date not more than ten (10) Business Days prior to the date of such delivery
and that (1) on the basis of such financial statements and such review of the
Loan Documents, no Event of Default existed under Section 6.1(b) with respect
to Sections 5.8 and 5.9 at or as of the date of said financial statements, and
(2) on the basis of such review of the Loan Documents and the business and
condition of the Borrower, to the best knowledge of such officer, as of the
last day of the period covered by such certificate no Default or Event of
Default under any other provision of Section 6.1 occurred and is continuing or,
if any such Default or Event of Default has occurred and is continuing,
specifying the nature and extent thereof and, the action the Borrower proposes
to take in respect thereof. Such certificate shall set forth the calculations
required to establish the matters described in clauses (1) and (2) above;




          (d) (i) within five (5) Business Days after any officer of the Borrower
obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer, or other executive officer of the
Borrower setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto; and (ii) promptly and in any
event within five (5) Business Days after the Borrower obtains knowledge
thereof, notice of (x) any litigation or governmental proceeding pending or
threatened against the Borrower or its directly or indirectly Real
Property Assets as to which there is a reasonable possibility of an
adverse determination and which, if adversely determined, is likely to
individually or in the aggregate, result in a Material Adverse Effect, and (y)
any other event, act or condition which is likely to result in a Material
Adverse Effect;



          (e) promptly upon the mailing thereof to the shareholders of EOPT
generally, copies of all financial statements, reports and proxy statements so
mailed;



          (f) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) (other than the exhibits thereto, which exhibits will be provided
upon request therefor by any Bank) which EOPT shall have filed with the
Securities and Exchange Commission;



          (g) promptly and in any event within thirty (30) days, 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 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



57









 




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, and in the case of clauses (i)
through (vii) above, which event could result in a Material Adverse Effect, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take;




          (h) promptly and in any event within ten (10) days after the Borrower
obtains actual knowledge of any of the following events, a certificate of the
Borrower, executed by an officer of the Borrower, specifying the nature of such
condition, and the Borrower’s or, if the Borrower has actual knowledge thereof,
the Environmental
Affiliate’s proposed initial response thereto: (i) the receipt by the
Borrower, or any of the Environmental Affiliates of any communication (written
or oral), whether from a Governmental Authority, citizens group, employee or
otherwise, that alleges that the Borrower, or any of the Environmental
Affiliates, is not in compliance with applicable Environmental Laws, and such
noncompliance is likely to have a Material Adverse Effect; (ii) the existence
of any Environmental Claim pending against the Borrower or any Environmental
Affiliate and such Environmental Claim is likely to have a Material Adverse
Effect; or (iii) any release, emission, discharge or disposal of any Material
of Environmental Concern that is likely to form the basis of any Environmental
Claim against the Borrower or any Environmental Affiliate which in any such
event is likely to have a Material Adverse Effect;



          (i) promptly and in any event within five (5) Business Days after receipt
of any notices or correspondence from any company or agent for any company
providing insurance coverage to the Borrower relating to any loss which is
likely to result in a Material Adverse Effect, copies of such notices and
correspondence;



          (j) promptly after Borrower has notified the Administrative Agent of any
intention by Borrower to treat the Loans as being a “reportable transaction”
(within the meaning of Treasury Regulation Section 1.6011-4), a duly completed
copy of IRS Form 8886 or any successor form; and



          (k) from time to time such additional information regarding the financial
position or business of the Borrower, EOPT and their Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request in
writing, so long as disclosure of such information could not result in a
violation of, or expose the Borrower, EOPT or their Subsidiaries to any
material liability under, any applicable law, ordinance or regulation or any
agreements with unaffiliated third parties that are binding on the Borrower,
EOPT or any of their Subsidiaries or on any Property of any of them.



58









 





     SECTION 5.2. Payment of Obligations. The Borrower, EOPT and their Consolidated
Subsidiaries will pay and discharge, at or before maturity, all their
respective material obligations and liabilities including, without limitation,
any obligation pursuant to any agreement by which it or any of its properties
is bound, in each case where the failure to so pay or discharge such
obligations or liabilities is likely to result in a Material Adverse Effect,
and will maintain in accordance with GAAP, appropriate reserves for the accrual
of any of the same.



     SECTION 5.3. Maintenance of Property; Insurance; Leases.



     (a) The Borrower will keep, and will cause each Consolidated Subsidiary to
keep, all property useful and necessary in its business, including without
limitation its Real Property Assets (for so long as it constitutes Real
Property Assets), in good repair, working order and condition, ordinary wear
and tear excepted, in each case
where the failure to so maintain and repair will have a Material Adverse
Effect.



     (b) The Borrower shall maintain, or cause to be maintained, insurance
comparable to that described in Section 4.24 hereof with insurers meeting the
qualifications described therein, which insurance shall in any event not
provide for less coverage than insurance customarily carried by owners of
properties similar to, and in the same locations as, Borrower’s Real Property
Assets; provided, however, that such coverages and amounts are available to
Borrower at commercially reasonable rates. The Borrower will deliver to the
Administrative Agent upon the reasonable request of the Administrative Agent
from time to time (i) full information as to the insurance carried, (ii) within
five (5) days of receipt of notice from any insurer a copy of any notice of
cancellation or material change in coverage from that existing on the date of
this Agreement and (iii) forthwith, notice of any cancellation or nonrenewal
(without replacement) of coverage by the Borrower.



     SECTION 5.4. Maintenance of Existence. The Borrower and EOPT each will
preserve, renew and keep in full force and effect, its partnership and trust
existence and its respective rights, privileges and franchises necessary for
the normal conduct of business unless the failure to maintain such rights and
franchises does not have a Material Adverse Effect.



     SECTION 5.5. Compliance with Laws. The Borrower and EOPT will, and will
cause their Subsidiaries to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws,
and all zoning and building codes with respect to its Real Property Assets and
ERISA and the rules and regulations thereunder and all federal securities laws)
except where the necessity of compliance therewith is contested in good faith
by appropriate proceedings or where the failure to do so will not have a
Material Adverse Effect or expose Administrative Agent or Banks to any material
liability therefor.



     SECTION 5.6. Inspection of Property, Books and Records. The Borrower will
keep proper books of record and account in which full, true and correct entries
shall be made of all dealings and transactions in relation to its business and
activities in conformity with GAAP,



59









 




modified as required by this Agreement and applicable law; and will permit
representatives of any Bank at such Bank’s expense to visit and inspect any of
its properties, including without limitation its Real Property Assets, and so
long as disclosure of such information could not result in a violation of, or
expose the Borrower, EOPT or their Subsidiaries to any material liability
under, any applicable law, ordinance or regulation or any agreements with
unaffiliated third parties that are binding on the Borrower, EOPT or any of
their Subsidiaries or on any Property of any of them, to examine and make
abstracts from any of its books and records and to discuss its affairs,
finances and accounts with its officers and independent public accountants, all
at such reasonable times during normal business hours, upon reasonable prior
notice and as often as may reasonably be desired. Administrative Agent shall
coordinate any such visit or inspection to arrange for review by any Bank
requesting any such visit or inspection.




          SECTION 5.7. Existence. The Borrower shall do or cause to be done, all
things necessary to preserve and keep in full force and effect its, EOPT’s and
their Consolidated Subsidiaries’ existence and its patents, trademarks,
servicemarks, tradenames, copyrights, franchises, licenses, permits,
certificates, authorizations, qualifications, accreditation, easements, rights
of way and other rights, consents and approvals the nonexistence of which is
likely to have a Material Adverse Effect.



          SECTION 5.8. Financial Covenants.



          (a) Total Liabilities to Total Asset Value. The Borrower shall not permit
the ratio of Total Liabilities to Total Asset Value of Borrower to exceed
0.55:1 at any time.



          (b) EBITDA to Interest Expense Ratio. Borrower shall not permit the ratio
of EBITDA for the then most recently completed Fiscal Quarter to Interest
Expense for the then most recently completed Fiscal Quarter to be less than
2.00:1.



          (c) [Intentionally Omitted.]



          (d) Cash Flow to Fixed Charges Ratio. Borrower shall not permit the
ratio of
Cash Flow for the then most recently completed Fiscal Quarter to Fixed Charges
for the then most recently completed Fiscal Quarter to be less than 1.5:1.



          (e) Secured Debt to Total Asset Value. Borrower shall not permit the ratio
of Secured Debt to Total Asset Value of Borrower to exceed 0.40:1 at any time.



          (f) Unencumbered Pool. Borrower shall not permit the ratio of the
outstanding Unsecured Debt to Unencumbered Asset Value to exceed 0.55:1 at any
time.



          (g) Unencumbered Net Operating Income to Unsecured Debt Service. Borrower
shall not permit the ratio of Unencumbered Net Operating Income for the then
most recently completed Fiscal Quarter to Unsecured Debt Service for the then
most recently completed Fiscal Quarter to be less than 2.0:1.



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          (h) Minimum Tangible Net Worth. The Consolidated Tangible Net Worth of the
Borrower determined in conformity with GAAP will at no time be less than the
sum of (i) $10,700,000,000, and (ii) seventy percent (70%) of all Net Offering
Proceeds (other than Net Offering Proceeds as a result of the issuance or
offering of any secured or unsecured note, bond or debt instrument) received by
EOPT or Borrower after December 31, 2003 (other than proceeds received within
ninety (90) days after the
redemption, retirement or repurchase of ownership or equity interests in
Borrower or Guarantor, up to the amount paid by Borrower or Guarantor in
connection with such redemption, retirement or repurchase, where, for the
avoidance of doubt, the net effect is that neither Borrower nor Guarantor shall
have increased its Net Worth as a result of any such proceeds).



          (i) Dividends. The Borrower will not, as determined on an aggregate annual
basis, pay any partnership distributions in excess of 90% of the Borrower’s FFO
for such year. During the continuance of a monetary Event of Default, Borrower
shall only pay partnership distributions that are necessary to enable EOPT to
make those dividends necessary to maintain EOPT’s status as a real estate
investment trust.



          (j) Permitted Holdings. Borrower’s primary business will be the ownership,
operation and development of Office Properties and Parking Properties and any
other business activities of Borrower and its Subsidiaries will remain
incidental thereto. Notwithstanding the foregoing, Borrower and its
Subsidiaries may acquire or maintain Permitted Holdings if and so long as the
aggregate value of Permitted Holdings, whether held directly or indirectly by
Borrower does not exceed, at any time, twenty-five percent (25%) of Total Asset
Value of Borrower unless a greater percentage is approved by the Majority Banks
(which approval shall not be unreasonably withheld, conditioned or delayed);
provided, however, Borrower and its Subsidiaries may not acquire or maintain
(i) Unimproved Assets if and to the extent that the aggregate value of
Unimproved Assets, whether held directly or indirectly by Borrower, exceeds, at
any time ten percent (10%) of Total Asset Value of Borrower or (ii) interests
in Taxable REIT Subsidiaries if and to the extent that the aggregate value of
interests in Taxable REIT Subsidiaries, whether held directly or indirectly by
Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of
Borrower unless, in either case, a greater percentage is approved by the
Majority Banks (which approval shall not be unreasonably withheld, conditioned
or delayed). For purposes of calculating the foregoing percentage the value of
Unimproved Assets and interests in Taxable REIT Subsidiaries shall be
calculated based upon the lower of the cost thereof and value, determined in
accordance with GAAP; provided that, in the case of any Unimproved Assets held
by an Investment Affiliate, only Borrower’s Share of the cost or value of such
Unimproved Assets shall be used in calculating the foregoing percentages.



          (k) No Liens. Borrower and EOPT shall not, and shall not allow any of
their Subsidiaries, Financing Partnerships or Joint Venture Subsidiaries to,
allow any Qualifying Unencumbered Property (or any equity interests in such
Property that are owned directly or indirectly by Borrower, EOPT or any Joint
Venture Parent), that is necessary to comply with the provisions of Sections
5.8(f) and (g) hereof, to become subject to a Lien that secures the



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Indebtedness of any Person, other than Permitted Liens or Liens securing
obligations under the Existing Revolver Credit Agreement.




          (l) Calculation. Each of the foregoing ratios and financial requirements
shall be calculated as of the last day of each Fiscal Quarter.



          SECTION 5.9. Restriction on Fundamental Changes.



          (a) Neither the Borrower nor EOPT shall enter into any merger or
consolidation without obtaining the prior written consent thereto in writing of
the Majority Banks, which consent shall not be unreasonably withheld,
conditioned or delayed, unless (i) the Borrower or EOPT is the surviving
entity, (ii) the entity which is merged into Borrower or EOPT is predominantly
in the commercial real estate business, (iii) the creditworthiness of the
surviving entity’s long term unsecured debt or implied senior debt, as
applicable, is not lower than Borrower’s or EOPT’s creditworthiness two months
immediately preceding such merger, and (iv) the then fair market value of the
assets of the entity which is merged into the Borrower or EOPT is less than
twenty-five percent (25%) of the Borrower’s or EOPT’s then Total Asset Value
following such merger. Neither the Borrower nor EOPT shall liquidate, wind-up
or dissolve (or suffer any liquidation or dissolution), discontinue its
business or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of its business
or property, whether now or hereafter acquired. Nothing in this Section shall
be deemed to prohibit the sale or leasing of portions of the Real Property
Assets in the ordinary course of business.



          (b) The Borrower shall not amend its agreement of limited partnership or
other organizational documents in any manner that would have a Material Adverse
Effect without the Majority Banks’ consent, which shall not be unreasonably
withheld, conditioned or delayed. Without limitation of the foregoing, no
Person shall be admitted as a general partner of the Borrower other than EOPT.
EOPT shall not amend its declaration of trust, by-laws, or other organizational
documents in any manner that would have a Material Adverse Effect without the
Majority Banks’ consent, which shall not be unreasonably withheld, conditioned
or delayed. The Borrower shall not make any “in-kind” transfer of any of its
property or assets to any of its constituent partners if such transfer would
result in an Event of Default under Section 6.1(b) by reason of a breach of the
provisions of Section 5.8.



          (c) Subject to the provisions of clause (b) above, the Borrower shall
deliver to Administrative Agent copies of all amendments to its agreement of
limited partnership or to EOPT’s declaration of trust, by-laws, or other
organizational documents no less than ten (10) days after the effective date of
any such amendment.



          SECTION 5.10. Changes in Business.



          (a) Except for Permitted Holdings, neither the Borrower nor EOPT shall
enter into any business which is substantially different from that conducted by
the Borrower or EOPT on the Closing Date after giving effect to the
transactions contemplated by the Loan Documents.



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The Borrower shall carry on its business operations through the Borrower, its
Consolidated Subsidiaries and its Investment Affiliates.




          (b) Except for Permitted Holdings, Borrower shall not engage in any line
of business other than ownership, operation and development of Office
Properties and Parking Properties and the provision of services incidental
thereto, whether directly or through its Consolidated Subsidiaries and
Investment Affiliates.



          SECTION 5.11. EOPT Status.



          (a) Status. EOPT shall at all times (i) remain a publicly traded company
listed for trading on the New York Stock Exchange, and (ii) maintain its status
as a self-directed and self-administered real estate investment trust under the
Code.



          (b) Indebtedness. EOPT shall not, directly or indirectly, create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to, any Indebtedness, except:




            (1) the Obligations; and




            (2) Indebtedness of Borrower for which there is recourse to EOPT
which, after giving effect thereto, may be incurred or may remain
outstanding without giving rise to an Event of Default or Default under any
provision of this Article V.



          (c) Restriction on Fundamental Changes.




            (1) EOPT shall not have an investment in any Person other than (i)
borrower or indirectly through Borrower, (ii) directly or indirectly in
Financing Partnerships, and (iii) the interests identified on Schedule
5.11(c)(1) as being owned by EOPT.




            (2) EOPT shall not acquire an interest in any Property other than (i)
securities issued by Borrower, Financing Partnerships and Persons formed
solely for the purpose of holding EOPT’s indirect investments in Financing
Partnerships and (ii) the interests identified on Schedule 5.11(c)(2)
attached hereto.




            (3) Neither of EOP-QRS Trust nor EOP-QRS LaJolla Trust shall have any
investments or own any assets other than (i) the interests in the Financing
Partnerships identified on Schedule 5.11(c)(3) as being owned by EOP-QRS Trust
or EOP-QRS LaJolla Trust and (ii) investments in Financing Partnerships that
EOPT is permitted to own pursuant to Section 5.11(c)(1).



          (d) Environmental Liabilities. Neither EOPT nor any of its Subsidiaries
shall become subject to any Environmental Claim which has a Material Adverse
Effect, including, without limitation, any arising out of or related to (i) the
release or threatened release of any



63









 




Material of Environmental Concern into the environment, or any remedial action
in response thereto, or (ii) any violation of any Environmental Laws.
Notwithstanding the foregoing provision, EOPT shall have the right to contest
in good faith any claim of violation of an Environmental Law by appropriate
legal proceedings and shall be entitled to postpone compliance with the
obligation being contested as long as (i) no Event of Default shall have
occurred and be continuing, (ii) EOPT shall have given Administrative Agent
prior written notice of the commencement of such contest, (iii) noncompliance
with such Environmental Law shall not subject EOPT or such Subsidiary to any
criminal penalty or subject Administrative Agent or any Bank to pay any civil
penalty or to prosecution for a crime, and (iv) no portion of any Property
material to Borrower or its condition or prospects shall be in substantial
danger of being sold, forfeited or lost, by reason of such contest or the
continued existence of the matter being contested.




          (e) Disposal of Partnership Interests. EOPT will not directly or
indirectly convey, sell, transfer, assign, pledge or otherwise encumber or
dispose of any of its partnership interests in Borrower or any of its equity
interest in any of the partners of the Borrower as of the date hereof (except
in connection with the dissolution or liquidation of such partners of the
Borrower), except for the reduction of EOPT’s interest in the Borrower arising
from Borrower’s issuance of partnership interests in the Borrower or the
retirement of preference units by Borrower. EOPT will continue to be the sole
general partner of Borrower.



          SECTION 5.12. Other Indebtedness. Borrower and EOPT shall not allow any of
their Subsidiaries, Financing Partnerships or Joint Venture Subsidiaries that
own, directly or indirectly, any Qualifying Unencumbered Property to directly
or indirectly create, incur, assume or otherwise become or remain liable with
respect to any Indebtedness other than trade debt incurred in the ordinary
course of business, Indebtedness owing to Borrower and obligations under the
Existing Revolving Credit Facility, if the resulting failure of such Property
to qualify as a Qualifying Unencumbered Property would result in an Event of
Default under Section 5.8.



          SECTION 5.13. Forward Equity Contracts. If Borrower shall enter into any
forward equity contracts, Borrower may only settle the same by delivery of
stock, it being agreed that if Borrower shall settle the same with cash, the
same shall constitute an Event of Default hereunder.



ARTICLE VI




DEFAULTS




          SECTION 6.1. Events of Default. An “Event of Default” shall have occurred
if one or more of the following events shall have occurred and be continuing:



          (a) the Borrower shall fail to pay when due any principal of any Loan, or
the Borrower shall fail to pay when due interest on any Loan or any fees or any
other amount payable



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to Administrative Agent, Syndication Agent or the Banks hereunder and the same
shall continue for a period of five (5) days after the same becomes due;




          (b) the Borrower (or in the case of Section 5.11, EOPT) shall fail to
observe or perform any covenant contained in Section 5.8, Section 5.9(a) or
(b), Section 5.10, Section 5.11(a), (b), (c) or (e), Section 5.12 or Section
5.13;



          (c) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a),
(b), (d), (e), (f), (g), (h), (j), (n) or (o) of this Section 6.1) for 30 days
after written notice thereof has been given to the Borrower by the
Administrative Agent, or if such default is of such a nature that it cannot
with reasonable effort be completely remedied within said period of thirty (30)
days such additional period of time as may be reasonably necessary to cure
same, provided Borrower commences such cure within said thirty (30) day period
and diligently prosecutes same, until completion, but in no event shall such
extended period exceed ninety (90) days;



          (d) any representation, warranty, certification or statement made by the
Borrower in this Agreement or EOPT on the EOPT Guaranty or in any certificate,
financial statement or other document delivered pursuant to this Agreement
shall prove to have been incorrect in any material respect when made (or deemed
made) and, with respect to such representations, warranties, certifications or
statements not known by the Borrower or EOPT, as applicable, at the time made
or deemed made to be incorrect, the defect causing such representation or
warranty to be incorrect when made (or deemed made) is not removed within
thirty (30) days after written notice thereof from Administrative Agent to
Borrower or EOPT, as applicable;



          (e) the Borrower, EOPT, any Subsidiary or any Investment Affiliate shall
default in the payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) of any amount owing in respect
of any Recourse Debt (other than the Obligations) for which the aggregate
outstanding principal amount exceeds $50,000,000 and such default shall
continue beyond the giving of any required notice and the expiration of any
applicable grace period and such default has not been waived, in writing, by
the holder of any such Debt; or the Borrower, EOPT, any Subsidiary or any
Investment Affiliate shall default in the performance or observance of any
obligation or condition with respect to any such Recourse Debt or any other
event shall occur or condition exist beyond the giving of any required notice
and the expiration of any applicable grace period, if the effect of such
default, event or condition is to accelerate the maturity of any such
indebtedness or to permit (without any further requirement of notice or lapse
of time) the holder or holders thereof, or any trustee or
agent for such holders, to accelerate the maturity of any such
indebtedness;



          (f) the Borrower or EOPT shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidate, custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the appointment of or
taking possession by



65









 




any such official in an involuntary case or other proceeding commenced against
it, or shall make a general assignment for the benefit of creditors, or shall
fail generally to pay its debts as they become due, or shall take any action to
authorize any of the foregoing;




          (g) an involuntary case or other proceeding shall be commenced against the
Borrower or EOPT seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against the Borrower or EOPT under the federal
bankruptcy laws as now or hereafter in effect;



          (h) one or more final, non-appealable judgments or decrees in an aggregate
amount of Twenty Million Dollars ($20,000,000) or more shall be entered by a
court or courts of competent jurisdiction against EOPT, the Borrower or, to the
extent of any recourse to EOPT or the Borrower, any of its Consolidated
Subsidiaries (other than any judgment as to which, and only to the extent, a
reputable insurance company has acknowledged coverage of such claim in writing)
and (i) any such judgments or decrees shall not be stayed, discharged, paid,
bonded or vacated within thirty (30) days or (ii) enforcement proceedings shall
be commenced by any creditor on any such judgments or decrees;



          (i) the Board of Trustees of the EOPT shall cease to consist of a majority
of Continuing EOPT Trustees. “Continuing EOPT Trustees” shall mean the trustees
of EOPT on the Effective Date and each other trustee of EOPT if such trustee’s
nomination for election to the Board of Trustees of EOPT is recommended by a
majority of the then Continuing EOPT Trustees or by a majority of any
nominating committee appointed by the then Continuing EOPT Trustees for the
purpose of nominating directors for election to the Board of Trustees of EOPT,
unless such recommendation is in connection with, or as a result of, the
acquisition of a controlling interest in EOPT by a third Person;




          (j) any Person (including affiliates of such Person) or “group” (as such term is defined in applicable federal securities laws and regulations) shall acquire more than thirty
percent (30%) of the common shares of EOPT;



          (k) EOPT shall cease at any time to qualify as a real estate investment trust
under the Code;



          (l) if any Termination Event with respect to a Plan, Multiemployer Plan or
Benefit Arrangement shall occur as a result of which Termination Event or
Events any member of the ERISA Group has incurred or may incur any liability to
the PBGC or any other Person and the sum (determined as of the date of
occurrence of such Termination Event) of the insufficiency of such Plan,
Multiemployer Plan or Benefit Arrangement and the insufficiency of any and all
other Plans, Multiemployer Plans and Benefit Arrangements with respect to which
such a Termination Event shall occur and be continuing (or, in the case of a
Multiple Employer Plan



66









 




with respect to which a Termination Event described in clause (ii) of the
definition of Termination Event shall occur and be continuing and in the case
of a liability with respect to a Termination Event which is or could be a
liability of the Borrower or EOPT rather than a liability of the Plan, the
liability of the Borrower or EOPT) is equal to or greater than $10,000,000 and
which the Administrative Agent reasonably determines will have a Material
Adverse Effect;




          (m) if, any member of the ERISA Group shall commit a failure described in
Section 302(f)(1) of ERISA or Section 412(n)(1) of the Code and the amount of
the lien determined under Section 302(f)(3) of ERISA or Section 412(n)(3) of
the Code that could reasonably be expected to be imposed on any member of the
ERISA Group or their assets in respect of such failure shall be equal to or
greater than $10,000,000 and which the Administrative Agent reasonably
determines will have a Material Adverse Effect;



          (n) at any time, for any reason the Borrower seeks to repudiate its
obligations under any Loan Document or EOPT seeks to repudiate its obligations
under the EOPT Guaranty;



          (o) a default beyond any applicable notice or grace period under any of
the other Loan Documents;



          (p) any assets of Borrower shall constitute “assets” (within the meaning
of ERISA or Section 4975 of the Code, including but not limited to 29 C.F.R. §
2510.3-101 or any successor regulation thereto) of an “employee benefit plan”
within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of
Section 4975(e)(1) of the Code; or



          (q) the Note, the Loan, the Obligations, the EOPT Guaranty or any of the
Loan Documents or the exercise of any of the Administrative Agent’s or any of
the
Bank’s rights in connection therewith shall constitute a prohibited
transaction under ERISA and/or the Code.



          SECTION 6.2. Rights and Remedies.



          (a) Upon the occurrence of any Event of Default described in Sections
6.1(f), (g), (p) or (q), the Commitments and the Swingline Commitment shall
immediately terminate and the unpaid principal amount of, and any and all
accrued interest on, the Loans and any and all accrued fees and other
Obligations hereunder shall automatically become immediately due and payable,
with all additional interest from time to time accrued thereon and without
presentation, demand, or protest or other requirements of any kind (including,
without limitation, valuation and appraisement, diligence, presentment, notice
of intent to demand or accelerate and notice of acceleration), all of which are
hereby expressly waived by the Borrower; and upon the occurrence and during the
continuance of any other Event of Default, the Administrative Agent may (and
upon the demand of the Required Banks shall), by written notice to the
Borrower, in addition to the exercise of all of the rights and remedies
permitted the Administrative Agent and the Banks at law or equity or under any
of the other Loan Documents, declare that the Commitments are terminated and
declare the unpaid principal amount of and any and all accrued and unpaid
interest on the Loans and any and all accrued fees and other Obligations
hereunder to be,



67









 







and the same shall thereupon be, immediately due and payable with all
additional interest from time to time accrued thereon and (except as otherwise
provided in the Loan Documents) without presentation, demand, or protest or
other requirements of any kind (including, without limitation, valuation and
appraisement, diligence, presentment, notice of intent to demand or accelerate
and notice of acceleration), all of which are hereby expressly waived by the
Borrower.




          (b) Notwithstanding anything to the contrary contained in this Agreement
or in any other Loan Document, the Administrative Agent, and the Banks each
agree that any exercise or enforcement of the rights and remedies granted to
the Administrative Agent or the Banks under this Agreement or at law or in
equity with respect to this Agreement or any other Loan Documents shall be
commenced and maintained by the Administrative Agent on behalf of the
Administrative Agent and/or the Banks. The Administrative Agent shall act at
the direction of the Required Banks in connection with the exercise of any and
all remedies at law, in equity or under any of the Loan Documents or, if the
Required Banks are unable to reach agreement, then, from and after an Event of
Default, the Administrative Agent may pursue such rights and remedies as it may
determine.



          SECTION 6.3. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.1(c) and 6.1(d) promptly upon being requested
to do so by the Required Banks and shall thereupon notify all the Banks
thereof. The Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default (other than nonpayment of
principal of or interest on the Loans) unless Administrative Agent has received
notice in writing from a Bank or Borrower referring to this Agreement or the
other Loan Documents, describing such event or condition. Should Administrative
Agent receive notice of the occurrence of an Default or Event of Default
expressly stating that such notice is a notice of an Default or Event of
Default, or should Administrative Agent send Borrower a notice of Default or
Event of Default, Administrative Agent shall promptly give notice thereof to
each Bank.



          SECTION 6.4. [Intentionally Omitted].



          SECTION 6.5. Distribution of Proceeds after Default. Notwithstanding
anything contained herein to the contrary but subject to the provisions of
Section 9.16 hereof, from and after an Event of Default, to the extent proceeds
are received by Administrative Agent, such proceeds will be distributed to the
Banks pro rata in accordance with the unpaid principal amount of the Loans
(giving effect to any participations granted therein pursuant to Section 2.3
and Section 9.4).



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ARTICLE VII




THE AGENTS




          SECTION 7.1. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes the Administrative Agent and the Syndication Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Administrative Agent and
the Syndication Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto. Except as set forth in Sections
7.8 and 7.9 hereof, the provisions of this Article VII are solely for the
benefit of Administrative Agent, the Syndication Agent and the Banks, and
Borrower shall not have any rights to rely on or enforce any of the provisions
hereof. In performing its functions and duties under this Agreement,
Administrative Agent and the Syndication Agent shall each act solely as an
agent of the Banks and do not assume and shall not be deemed to have assumed
any obligation toward or relationship of agency or trust with or for the
Borrower.



          SECTION 7.2. Agency and Affiliates. Citicorp North America, Inc. shall
have the same rights and powers under this Agreement as any other Bank and may
exercise or refrain from exercising the same as though it were not the
Administrative Agent and Citicorp North America, Inc., and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower, EOPT or any Subsidiary or affiliate of the Borrower
as if it were not the Administrative Agent hereunder, and the term “Bank” and
“Banks” shall include Citicorp North America, Inc., in its individual
capacities.



          SECTION 7.3. Action by Administrative Agent and Syndication Agent. The
obligations of the Administrative Agent and Syndication Agent hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, the Administrative Agent and Syndication Agent shall not be required
to take any action with respect to any Default or Event of Default, except as
expressly provided in Article VI. The duties of Administrative Agent and
Syndication Agent shall be administrative in nature. Subject to the provisions
of Sections 7.1, 7.5 and 7.6, Administrative Agent shall use the same care in
the administration of the Loans in the same manner as Administrative Agent uses
in the administration of its own loans.



          SECTION 7.4. Consultation with Experts. As between Administrative Agent
and Syndication Agent on the one hand and the Banks on the other hand, the
Administrative Agent and Syndication Agent may consult with legal counsel (who
may be counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.



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          SECTION 7.5. Liability of Administrative Agent. As between Administrative
Agent on the one hand and the Banks on the other hand, none of the
Administrative Agent nor any of its affiliates nor any Agent-Related Person,
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. As between
Administrative Agent on the one hand and the Banks on the other hand, none of
the Administrative Agent nor any Agent-Related Person, shall be responsible for
or have any duty to ascertain, inquire into or verify: (i) any statement,
warranty or representation made in connection with this Agreement or any
borrowing hereunder; (ii) the performance or observance of any of the covenants
or agreements of the Borrower; (iii) the satisfaction of any condition
specified in Article III, except receipt of items required to be delivered to
the Administrative Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the other Loan Documents or any other instrument or writing
furnished in connection herewith. As between Administrative Agent and the
Agent-Related Persons on the one hand and the Banks on the other hand, neither
the Administrative Agent nor the Agent-Related Persons shall incur any
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex or similar
writing) believed by it to be genuine or to be signed by the proper party or
parties.



          SECTION 7.6. Indemnification. Each Bank shall, ratably in accordance with
its Commitment, indemnify the Administrative Agent and each Agent-Related
Person and their affiliates and its directors, officers, agents and employees
(to the extent not reimbursed by the Borrower) against any cost, expense
(including, without limitation, counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from such indemnitee’s gross
negligence or willful misconduct) that such indemnitee may suffer or incur in
connection with its duties as Administrative Agent
under this Agreement, the other Loan Documents or any action taken or
omitted by such indemnitee hereunder. In the event that the Administrative
Agent or any Agent-Related Person shall, subsequent to its receipt of
indemnification payment(s) from Banks in accordance with this section, recoup
any amount from the Borrower, or any other party liable therefor in connection
with such indemnification, the Administrative Agent or such Agent-Related
Person shall reimburse the Banks which previously made the payment(s) pro rata,
based upon the actual amounts which were theretofore paid by each Bank. The
Administrative Agent or such Agent-Related Person shall reimburse such Banks so
entitled to reimbursement within two (2) Business Days of its receipt of such
funds from the Borrower or such other party liable therefor.



          SECTION 7.7. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent, the
Syndication Agent or any other Bank or Agent-Related Person, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Bank also acknowledges
that it will, independently and without reliance upon the Administrative Agent,
the Syndication Agent or any other Bank or Agent-Related Person, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action
under this Agreement.



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          SECTION 7.8. Successor Administrative Agent or Syndication Agent. The
Administrative Agent or the Syndication Agent may resign at any time by giving
notice thereof to the Banks, the Borrower and each other. In addition, the
Administrative Agent or the Syndication Agent, as applicable, shall resign in
the event its Commitment (without participations) is reduced to less than
Thirty Million Dollars ($30,000,000), in the case of the Administrative Agent,
or Twenty-Five Million Dollars ($25,000,000), in the case of the Syndication
Agent, unless as a result of a cancellation or reduction in the aggregate
Commitments. In addition, if the Administrative Agent shall so resign, then it
shall also resign as the Swingline Lender. Upon any such resignation, the
Majority Banks shall have the right to appoint a successor Administrative Agent
and Swingline Lender or Syndication Agent, as applicable, which successor
Administrative Agent and Swingline Lender or successor Syndication Agent (as
applicable) shall, provided no Event of Default has occurred and is then
continuing, be subject to Borrower’s approval, which approval shall not be
unreasonably withheld, conditioned or delayed (except that Borrower shall, in
all events, be deemed to have approved UBS Loan Finance LLC, as a successor
Administrative Agent or as a successor Swingline Lender). If no successor
Administrative Agent and Swingline Lender or Syndication Agent (as applicable)
shall have been so appointed by the Majority Banks and approved by the
Borrower, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent and Swingline Lender or Syndication Agent (as
applicable) gives notice of resignation, then the retiring Administrative
Agent, or retiring Syndication Agent (as applicable) may, on behalf of the
Banks, appoint a successor Administrative Agent or Syndication Agent (as
applicable), which shall be the Administrative Agent and Swingline Lender or
the
Syndication Agent as the case may be, who shall act until the Majority
Banks shall appoint an Administrative Agent and Swingline Lender or Syndication
Agent. Any appointment of a successor Administrative Agent and Swingline Lender
or Syndication Agent by Majority Banks or the retiring Administrative Agent and
Swingline Lender or the Syndication Agent pursuant to the preceding sentence
shall, provided no Event of Default has occurred and is then continuing, be
subject to the Borrower’s approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Upon the acceptance of its appointment as the
Administrative Agent and Swingline Lender or Syndication Agent hereunder by a
successor Administrative Agent and Swingline Lender or successor Syndication
Agent, as applicable, such successor Administrative Agent and Swingline Lender,
or successor Syndication Agent, as applicable, shall thereupon succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent and Swingline Lender or retiring Syndication Agent, as applicable, and
the retiring Administrative Agent and Swingline Lender or the retiring
Syndication Agent, as applicable, shall be discharged from its duties and
obligations hereunder. The rights and duties of the Administrative Agent to be
vested in any successor Administrative Agent shall include, without limitation,
the rights and duties as Swingline Lender. After any retiring Administrative
Agent’s or retiring Syndication Agent’s resignation hereunder, the provisions
of this Article shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Administrative Agent or the Syndication
Agent, as applicable. For gross negligence or willful misconduct, as determined
by all the Banks (excluding for such determination Administrative Agent in its
capacity as a Bank, as applicable), Administrative Agent or Syndication Agent
may be removed at any time by giving at least thirty (30) Business Days prior
written notice to Administrative Agent, Syndication Agent and Borrower. Such
resignation or removal shall take effect upon the



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acceptance of appointment by a successor Administrative Agent or Syndication
Agent, as applicable, in accordance with the provisions of this Section 7.8.




          SECTION 7.9. Consents and Approvals. All communications from
Administrative Agent to the Banks requesting the Banks’ determination, consent,
approval or disapproval (i) shall be given in the form of a written notice to
each Bank, (ii) shall be accompanied by a description of the matter or item as
to which such determination, approval, consent or disapproval is requested, or
shall advise each Bank where such matter or item may be inspected, or shall
otherwise describe the matter or issue to be resolved, (iii) shall include, if
reasonably requested by a Bank and to the extent not previously provided to
such Bank, written materials and a summary of all oral information provided to
Administrative Agent by Borrower in respect of the matter or issue to be
resolved, and (iv) shall include Administrative Agent’s recommended course of
action or determination in respect thereof. Each Bank shall reply promptly, but
in any event within ten (10) Business Days after receipt of the request
therefor from Administrative Agent (the “Bank Reply Period”). Unless a Bank
shall give written notice to Administrative Agent that it objects to the
recommendation or determination of Administrative Agent (together with a
written explanation of the reasons behind such
objection) within the Bank Reply Period, such Bank shall be deemed to have
approved of or consented to such recommendation or determination. With respect
to decisions requiring the approval of the Required Banks, Majority Banks or
all the Banks, Administrative Agent shall submit its recommendation or
determination for approval of or consent to such recommendation or
determination to all Banks and upon receiving the required approval or consent
shall follow the course of action or determination of the Required Banks,
Majority Banks or all the Banks (and each non-responding Bank shall be deemed
to have concurred with such recommended course of action), as the case may be.



ARTICLE VIII




CHANGE IN CIRCUMSTANCES




          SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period for any Euro-Dollar
Borrowing or Money Market IBOR Loan the Administrative Agent determines in good
faith that deposits in dollars (in the applicable amounts) are not being
offered in the relevant market for such Interest Period, the Administrative
Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations
of the Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower
notifies the Administrative Agent at least two Business Days before the date of
(i) any Euro-Dollar Borrowing for which a Notice of Borrowing has previously
been given that it elects not to borrow on such date, such Borrowing shall
instead be made as a Base Rate Borrowing, or (ii) any Money Market IBOR
Borrowing for which a Notice of Money Market Borrowing has previously been
given, the Money Market IBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.



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          SECTION 8.2. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) made after the Closing Date
of any such authority, central bank or comparable agency shall make it unlawful
for any Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans, the Administrative Agent shall forthwith give notice thereof
to the other Banks and the Borrower, whereupon until such Bank notifies the
Borrower and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans shall be suspended. With respect to Euro-Dollar Loans, before
giving any notice to the
Administrative Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designation will avoid the need
for giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans
to maturity and shall so specify in such notice, the Borrower shall be deemed
to have delivered a Notice of Interest Rate Election and such Euro-Dollar Loan
shall be converted as of such date to a Base Rate Loan (without payment of any
amounts that Borrower would otherwise be obligated to pay pursuant to Section
2.13 hereof with respect to Loans converted pursuant to this Section 8.2) in an
equal principal amount from such Bank (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and such Bank shall make such a Base Rate Loan.



          If at any time, it shall be unlawful for any Bank to make, maintain or
fund its Euro-Dollar Loans, the Borrower shall have the right, upon five (5)
Business Day’s notice to the Administrative Agent, to either (x) cause a bank,
reasonably acceptable to the Administrative Agent, to offer to purchase the
Commitments of such Bank for an amount equal to such Bank’s outstanding Loans,
and to become a Bank hereunder, or obtain the agreement of one or more existing
Banks to offer to purchase the Commitments of such Bank for such amount, which
offer such Bank is hereby required to accept, or (y) to repay in full all Loans
then outstanding of such Bank, together with interest and all other amounts due
thereon, upon which event, such Bank’s Commitments shall be deemed to be
canceled pursuant to Section 2.11(e).



          SECTION 8.3. Increased Cost and Reduced Return.



          (a) If, on or after (x) the date hereof in the case of Committed Loans
made pursuant to Section 2.1, or (y) the date of the related Money Market Quote
(in each case, the “Loan Effective Date”), in the case of any Money Market
Loan, the adoption of any applicable law, rule or regulation, or any change in
any applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) made at the Closing Date of
any such authority, central bank or comparable



73









 




agency shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System), special deposit, insurance assessment or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank (or its Applicable Lending Office) or on the interbank market any other
condition materially more burdensome in nature, extent or consequence than
those in existence as of the Loan Effective Date affecting such Bank’s
Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar
Loans, and the result of any of the foregoing is to increase the cost to such
Bank (or its Applicable Lending Office) of making or maintaining any
Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or under its
Note with respect to such Euro-Dollar Loans, by an amount deemed by such Bank
to be material, then, within 15 days after demand by such Bank (with a copy to
the Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts (based upon a reasonable allocation thereof by such Bank to
the Euro-Dollar Loans made by such Bank hereunder) as will compensate such Bank
for such increased cost or reduction to the extent such Bank generally imposes
such additional amounts on other borrowers of such Bank in similar
circumstances.




          (b) If any Bank shall have reasonably determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) made after the Closing Date of any
such authority, central bank or comparable agency, has or would have the effect
of reducing the rate of return on capital of such Bank (or its Parent) as a
consequence of such Bank’s obligations hereunder to a level below that which
such Bank (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount reasonably deemed by such Bank to be material,
then from time to time, within 15 days after demand by such Bank (with a copy
to the Administrative Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank (or its Parent) for
such reduction to the extent such Bank generally imposes such additional
amounts on other borrowers of such Bank in similar circumstances.



          (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If
such Bank shall fail to notify Borrower of any such event within 90 days
following the end of the month during which such event occurred, then
Borrower’s liability for any amounts described in this Section incurred by such
Bank as a result of such event shall be limited to those attributable to the
period occurring subsequent to the ninetieth (90th) day prior to the date upon
which such Bank actually notified Borrower of the occurrence of such event. A



74









 




certificate of any Bank claiming compensation under this Section and setting
forth a reasonably detailed calculation of the additional amount or amounts to
be paid to it hereunder shall be conclusive in the absence of demonstrable
error. In determining such amount, such Bank may use any reasonable averaging
and attribution methods.




          (d) If at any time, any Bank shall be owed amounts pursuant to this
Section 8.3, the Borrower shall have the right, upon five (5) Business Day’s
notice to the Administrative Agent to either (x) cause a bank, reasonably
acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank’s outstanding Loans, and to become a
Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer
such Bank is hereby required to accept, or (y) to repay in full all Loans then
outstanding of such Bank, together with interest and all other amounts due
thereon, upon which event, such Bank’s Commitment shall be deemed to be
canceled pursuant to Section 2.11(e).



          SECTION 8.4. Taxes.



          (a) Any and all payments by the Borrower to or for the account of any Bank
or the Administrative Agent hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Bank and the
Administrative Agent, taxes imposed on its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Bank or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise or similar taxes imposed on it, by the jurisdiction of such
Bank’s Applicable Lending Office or any political subdivision thereof or by any
other jurisdiction (or any political subdivision thereof) as a result of a
present or former connection between such Bank or Administrative Agent and such
other jurisdiction or by the United States (all such non-excluded taxes,
duties, levies, imposts, deductions, charges, withholdings and liabilities
being hereinafter referred to as “Non-Excluded Taxes”). If the Borrower shall
be required by law to deduct any Non-Excluded Taxes from or in respect of any
sum payable hereunder or under any Note, (i) the sum payable shall be increased
as necessary so that after making all required deductions (including, without
limitation, deductions applicable to additional sums payable under this Section
8.4) such Bank or the Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall
pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law and (iv) the Borrower shall furnish
to the Administrative Agent, at its address referred to in Section 9.1, the
original or a certified copy of a receipt evidencing payment thereof.



          (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, or charges or similar
levies which arise from any payment made hereunder or under any Note or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any Note (hereinafter referred to as “Other Taxes”).



75









 





          (c) The Borrower agrees to indemnify each Bank and the Administrative
Agent for the full amount of Non-Excluded Taxes or Other Taxes (including,
without limitation, any Non-Excluded Taxes or Other Taxes imposed or asserted
by any jurisdiction on amounts payable under this Section 8.4) paid by such
Bank or the Administrative Agent (as the case may be) and, so long as such Bank
or Administrative Agent has promptly paid any such Non-Excluded Taxes or Other
Taxes, any liability for penalties and interest arising therefrom or with
respect thereto. This indemnification shall be made within 15 days from the
date such Bank or the Administrative Agent (as the case may be) makes demand
therefor.



          (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
shall provide the Borrower with (A) two duly completed copies of Internal
Revenue Service form 1001, or any successor form prescribed by the Internal
Revenue Service, and (B) an Internal Revenue Service Form W-8BEN or W-8ECI, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
and shall provide Borrower with two further copies of any such form or
certification on or before the date that any such form or certification expires
or becomes obsolete and after the occurrence of any event requiring a change in
the most recent form previously delivered by it to Borrower, certifying (i) in
the case of a Form 1001, that such Bank is entitled to benefits under an income
tax treaty to which the United States is a party which reduces the rate of
withholding tax on payments of interest or certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States, and (ii) in the case of being
under Sections 1442(c)(1) and 1442(a) of the Internal Revenue Code, that it is
entitled to an exemption from United States backup withholding tax. If the form
provided by a Bank at the time such Bank first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from
“Non-Excluded Taxes” as defined in Section 8.4(a).



          (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form pursuant to Section 8.4(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.4(c) with respect to
Non-Excluded Taxes imposed by the United States; provided, however, that should
a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Non-Excluded Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes so long
as Borrower shall incur no cost or liability as a result thereof.



          (f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.4, then such Bank will change
the jurisdiction of its Applicable Lending Office so as to eliminate or reduce
any such additional payment which may thereafter accrue if such change, in the
judgment of such Bank, is not otherwise disadvantageous to such Bank.



76









 





     (g) If at any time, any Bank shall be owed amounts pursuant to this
Section 8.4, the Borrower shall have the right, upon five (5) Business Day’s
notice to the Administrative Agent to either (x) cause a bank, reasonably
acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank’s outstanding Loans, and to become a
Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer
such Bank is hereby required to accept, or (y) to repay in full all Loans then
outstanding of such Bank, together with interest and all other amounts due
thereon, upon which event, such Bank’s Commitment shall be deemed to be
canceled pursuant to Section 2.11(c).



     SECTION 8.5. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Section 8.2 or (ii) any Bank has demanded compensation under
Section 8.3 or 8.4 with respect to its Euro-Dollar Loans and the Borrower
shall, by at least five Business Days’ prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies the Borrower that
the circumstances giving rise to such suspension or demand for compensation no
longer exist:



     (a) Borrower shall be deemed to have delivered a Notice of Interest Rate
Election with respect to such affected Euro-Dollar Loans and thereafter all
Loans which would otherwise be made by such Bank as Euro-Dollar Loans shall be
made instead as Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and



     (b) after each of its Euro-Dollar Loans has been repaid, all payments of
principal which would otherwise be applied to repay such Euro-Dollar Loans
shall be applied to repay its Base Rate Loans instead, and



     (c) Borrower will not be required to make any payment which would
otherwise be required by Section 2.13 with respect to such Euro-Dollar Loans
converted to Base Rate Loans pursuant to clause (a) above.



ARTICLE IX




MISCELLANEOUS




     SECTION 9.1. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission followed by telephonic confirmation or similar writing) and shall
be given to such party: (x) in the case of the Borrower, the Syndication Agent
or the Administrative Agent, at its
address, telex number or facsimile number set forth on Exhibit F attached
hereto with a duplicate copy thereof, in the case of the Borrower, to the
Borrower, at Equity Office Properties Trust, Two North Riverside Plaza, Suite
2100, Chicago, Illinois 60606, Attn: Chief Legal Counsel, and to Piper Rudnick
LLP, 203



77









 




North LaSalle Street, Suite 1800, Chicago, Illinois 60601, Attn: James M.
Phipps, Esq., (y) in the case of any Bank, at its address, telex number or
facsimile number set forth in its Administrative Questionnaire or (z) in the
case of any party, such other address, telex number or facsimile number as such
party may hereafter specify for the purpose by notice to the Administrative
Agent and the Borrower. Each such notice, request or other communication shall
be effective (i) if given by telex or facsimile transmission, when such telex
or facsimile is transmitted to the telex number or facsimile number specified
in this Section and the appropriate answerback or facsimile confirmation is
received, (ii) if given by certified registered mail, return receipt requested,
with first class postage prepaid, addressed as aforesaid, upon receipt or
refusal to accept delivery, (iii) if given by a nationally recognized overnight
carrier, 24 hours after such communication is deposited with such carrier with
postage prepaid for next day delivery, or (iv) if given by any other means,
when delivered at the address specified in this Section; provided that notices
to the Administrative Agent under Article II or Article VIII shall not be
effective until received.




          SECTION 9.2. No Waivers. No failure or delay by the Administrative Agent
or any Bank in exercising any right, power or privilege hereunder or under any
Note shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.



          SECTION 9.3. Expenses; Indemnification.



          (a) The Borrower shall pay within thirty (30) days after written notice
from the Administrative Agent, (i) all reasonable out-of-pocket costs and
expenses of the Administrative Agent (including, without limitation, reasonable
fees and disbursements of special counsel Skadden, Arps, Slate, Meagher & Flom
LLP), in connection with the preparation of this Agreement, the Loan Documents
and the documents and instruments referred to therein, and any waiver or
consent hereunder or any amendment hereof or any Default or alleged Default
hereunder, (ii) all reasonable fees and disbursements of special counsel in
connection with the syndication of the Loans, and (iii) if an Event of Default
occurs, all reasonable out-of-pocket expenses incurred by the Administrative
Agent and each Bank, including, without limitation, fees and disbursements of
counsel for the Administrative Agent and each of the Banks, in connection with
the enforcement of the Loan Documents and the instruments referred to therein
and such Event of Default and collection, bankruptcy, insolvency and other
enforcement proceedings resulting therefrom; provided, however, that the
attorneys’ fees and disbursements for which
Borrower is obligated under this subsection (a)(iii) shall be limited to
the reasonable non-duplicative fees and disbursements of (A) counsel for
Administrative Agent, and (B) counsel for all of the Banks as a group; and
provided, further, that all other costs and expenses for which Borrower is
obligated under this subsection (a)(iii) shall be limited to the reasonable
non-duplicative costs and expenses of Administrative Agent. For purposes of
this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a
single outside law firm representing Administrative Agent, and (2) counsel for
all of the Banks as a group shall mean a single outside law firm



78









 




representing such Banks as a group (which law firm may or may not be the same
law firm representing Administrative Agent).




          (b) The Borrower agrees to indemnify the Administrative Agent and each
Bank, their respective affiliates and the respective directors, officers,
agents and employees of the foregoing (each an “Indemnitee”) and hold each
Indemnitee harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding that
may at any time (including, without limitation, at any time following the
payment of the Obligations) be asserted against any Indemnitee, as a result of,
or arising out of, or in any way related to or by reason of, (i) any of the
transactions contemplated by the Loan Documents or the execution, delivery or
performance of any Loan Document, (ii) any violation by the Borrower or the
Environmental Affiliates of any applicable Environmental Law, (iii) any
Environmental Claim arising out of the management, use, control, ownership or
operation of property or assets by the Borrower or any of the Environmental
Affiliates, including, without limitation, all on-site and off-site activities
of Borrower or any Environmental Affiliate involving Materials of Environmental
Concern, (iv) the breach of any environmental representation or warranty set
forth herein, but excluding those liabilities, losses, damages, costs and
expenses (a) for which such Indemnitee has been compensated pursuant to the
terms of this Agreement, (b) incurred solely by reason of the gross negligence,
willful misconduct bad faith or fraud of any Indemnitee as finally determined
by a court of competent jurisdiction, (c) arising from violations of
Environmental Laws relating to a Property which are caused by the act or
omission of such Indemnitee after such Indemnitee takes possession of such
Property or (d) owing by such Indemnitee to any third party based upon
contractual obligations of such Indemnitee owing to such third party which are
not expressly set forth in the Loan Documents. In addition, the indemnification
set forth in this Section 9.3(b) in favor of any director, officer, agent or
employee of Administrative Agent or any Bank shall be solely in their
respective capacities as such director, officer, agent or employee. The
Borrower’s obligations under this Section shall survive the termination of this
Agreement and the payment of the Obligations. Without limitation of the other
provisions of this Section 9.3, Borrower shall indemnify and hold each of the
Administrative Agent and the Banks free and harmless from and against all loss,
costs (including reasonable attorneys’ fees and expenses), expenses, taxes, and
damages
(including consequential damages) that the Administrative Agent and the
Banks may suffer or incur by reason of the investigation, defense and
settlement of claims and in obtaining any prohibited transaction exemption
under ERISA or the Code necessary in the Administrative Agent’s reasonable
judgment by reason of the inaccuracy of the representations and warranties, or
a breach of the provisions, set forth in Section 4.6(b).



          SECTION 9.4. Sharing of Set-Offs. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of any Event of Default, each Bank is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to the Borrower or to any other Person, any such notice being hereby expressly
waived, but subject to the prior consent of the Administrative Agent to set off
and to appropriate



79









 




and apply any and all deposits (general or special, time or demand, provisional
or final) and any other indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of the Borrower against and on
account of the Obligations of the Borrower then due and payable to such Bank
under this Agreement or under any of the other Loan Documents, including,
without limitation, all interests in Obligations purchased by such Bank. Each
Bank agrees that if it shall by exercising any right of set-off or counterclaim
or otherwise, receive payment of a proportion of the aggregate amount of
principal and interest due with respect to any Note held by it, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Notes held by the Banks shall be shared by the
Banks pro rata; provided that nothing in this Section shall impair the right of
any Bank to exercise any right of set-off or counterclaim it may have to any
deposits not received in connection with the Loans and to apply the amount
subject to such exercise to the payment of indebtedness of the Borrower other
than its indebtedness under the Notes. The Borrower agrees, to the fullest
extent it may effectively do so under applicable law, that any holder of a
participation in a Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation. Notwithstanding anything to the contrary contained herein, any
Bank may, by separate agreement with the Borrower, waive its right to set off
contained herein or granted by law and any such written waiver shall be
effective against such Bank under this Section 9.4.




          SECTION 9.5. Amendments and Waivers. Any provision of this Agreement or
the Notes or other Loan Documents may be amended or waived if, but only if,
such amendment or waiver is in writing and is signed by the Borrower and the
Majority Banks (and, if the rights or duties of the Administrative Agent or the
Swingline Lender in their capacity as Administrative Agent or the Swingline
Lender, as applicable,
are affected thereby, by the Administrative Agent or the Swingline Lender,
as applicable); provided that (A) no amendment or waiver of the provisions of
Article V (including, without limitation, any of the definitions of the defined
terms used in Section 5.8 hereof) shall be effective unless signed by the
Borrower and the Required Banks and (B) no such amendment or waiver with
respect to this Agreement, the Notes or any other Loan Documents shall, unless
signed by all the Banks, (i) increase or decrease the Commitment of any Bank
(except for a ratable decrease in the Commitments of all Banks) or subject any
Bank to any additional obligation, (ii) reduce the principal of or rate of
interest on any Loan or any fees hereunder, (iii) postpone the date fixed for
any payment of principal of or interest on any Loan or any fees hereunder or
for any reduction or termination of any Commitment beyond the Maturity Date,
(iv) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement, (v) release the EOPT Guaranty or (vi) modify the
provisions of this Section 9.5.



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          SECTION 9.6. 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 assigns,
except that the Borrower may not assign or otherwise transfer any of its rights
under this Agreement or the other Loan Documents without the prior written
consent of all Banks and the Administrative Agent and a Bank may not assign or
otherwise transfer any of its interest under this Agreement except as permitted
in subsections (b), (c) and (e) of this Section 9.6.



          (b) Prior to the occurrence of an Event of Default, any Bank may at any
time, from and after the date that is sixty (60) days after the Closing Date,
with (and subject to) the consent of Borrower (which consent shall not be
unreasonably withheld, conditioned or delayed), grant to an existing Bank, one
or more banks, finance companies, insurance companies or other financial
institutions (a “Participant”) in minimum amounts of not less than $5,000,000
(or any lesser amount in the case of participations to an existing Bank)
participating interests in its Commitment or any or all of its Loans. After the
occurrence and during the continuance of an Event of Default, any Bank may at
any time grant to any Person in any amount (also a “Participant”),
participating interests in its Commitment or any or all of its Loans.
Notwithstanding anything to the contrary in this subsection (b), with respect
to a Bank’s granting of participations in its outstanding Money Market Loans
prior to the occurrence of an Event of Default, the minimum amount of such
participations shall be $5,000,000 and no consent of the Administrative Agent
or the Borrower shall be required. Any participation made during the
continuation of an Event of Default shall not be affected by the subsequent
cure of such Event of Default. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Administrative Agent, such Bank shall remain responsible for
the performance of its
obligations hereunder, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank’s rights and obligations under this Agreement. Any agreement pursuant to
which any Bank may grant such a participating interest shall provide that such
Bank 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 that such participation agreement may provide that such Bank will not
agree to any modification, amendment or waiver of this Agreement described in
clause (i), (ii), (iii), (iv) or (v) of Section 9.5 without the consent of the
Participant. The Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the benefits of Article
VIII with respect to its participating interest.



          (c) Any Bank may assign to a Qualified Institution (in each case, an
“Assignee”) (i) prior to the occurrence of an Event of Default and from and
after the date that is sixty (60) days after the Closing Date, in minimum
amounts of not less than Five Million Dollars ($5,000,000) and integral
multiple of One Million Dollars ($1,000,000) thereafter (or any lesser amount
in the case of assignments to an existing Bank) and (ii) after the occurrence
and during the continuance of an Event of Default, in any amount, all
or a proportionate part of all, of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, and, in



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either case, such Assignee shall assume such rights and obligations, pursuant
to a Transfer Supplement in substantially the form of Exhibit “E” hereto
executed by such Assignee and such transferor Bank; provided, that if no Event
of Default shall have occurred and be continuing, such assignment shall be
subject to the Administrative Agent’s and the Borrower’s consent, which consent
shall not be unreasonably withheld, conditioned or delayed; and provided
further that if an Assignee is an affiliate of such transferor Bank and is an
Affiliate Qualified Institution, or was a Bank immediately prior to such
assignment, no such consent shall be required; and provided further that such
assignment may, but need not, include rights of the transferor Bank in respect
of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and no further consent or action by any party shall
be required and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a
new Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $2,500. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the
Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with
Section 8.4. Any assignment made during the continuation of an Event of Default
shall not be affected by any subsequent cure of such Event of Default.




          (d) Any Bank (each, a “Designating Lender”) may at any time designate one
Designated Lender to fund Money Market Loans on behalf of such Designating
Lender subject to the terms of this Section 9.6(d) and the provisions in
Section 9.6(b) and (c) shall not apply to such designation. No Bank may
designate more than one (1) Designated Lender at any one time. The parties to
each such designation shall execute and deliver to the Lead Agent for its
acceptance a Designation Agreement. Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Lender and a designee
representing that it is a Designated Lender, the Lead Agent will accept such
Designation Agreement and will give prompt notice thereof to the Borrower,
whereupon, (i) the Borrower shall execute and deliver to the Designating Lender
a Designated Lender Note payable to the order of the Designated Lender, (ii)
from and after the effective date specified in the Designation Agreement, the
Designated Lender shall become a party to this Agreement with a right (subject
to the provisions of Section 2.4(b)) to make Money Market Loans on behalf of
its Designating Lender pursuant to Section 2.4 after the Borrower has accepted
a Money Market Loan (or portion thereof) of the Designating Lender, and (iii)
the Designated Lender shall not be required to make payments with respect to
any obligations in this Agreement except to the extent of excess cash flow of
such Designated Lender which is not otherwise required to repay obligations of
such Designated Lender which are then due and payable; provided,
however, that regardless of such designation and assumption by the
Designated Lender, the Designating Lender shall be and remain obligated to the
Borrower, the



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Administrative Agent, the Senior Managing Agents, the Managing Agents, the
Co-Agents and the Banks for each and every one of the obligations of the
Designating Lender and its related Designated Lender with respect to this
Agreement, including, without limitation, any indemnification obligations under
Section 7.6 hereof and any sums otherwise payable to the Borrower by the
Designated Lender. Each Designating Lender shall serve as the administrative
agent of the Designated Lender and shall on behalf of, and to the exclusion of,
the Designated Lender: (i) receive any and all payments made for the benefit of
the Designated Lender; and (ii) give and receive all communications and notices
and take all actions hereunder, including, without limitation, votes,
approvals, waivers, consents and amendments under or relating to this Agreement
and the other Loan Documents. Any such notice, communication, vote, approval,
waiver, consent or amendment shall be signed by the Designating Lender as
administrative agent for the Designated Lender and shall not be signed by the
Designated Lender on its own behalf and shall be binding upon the Designated
Lender to the same extent as if signed by the Designated Lender on its own
behalf. The Borrower, the Administrative Agent, the Senior Managing Agents, the
Managing Agents, the Co-Agents and the Banks may rely thereon without any
requirement that the Designated Lender sign or acknowledge the
same. No Designated Lender may assign or transfer all or any portion of its
interest hereunder or under any other Loan Document, other than assignments to
the Designating Lender which originally designated such Designated Lender or
otherwise in accordance with the provisions of Section 9.6 (b) and (c).



          (e) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Note to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.



          (f) No Assignee, Participant or other transferee of any Bank’s rights
shall be entitled to receive any greater payment under Section 8.3 or 8.4 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower’s prior written
consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.



          (g) No Assignee of any rights and obligations under this Agreement shall
be permitted to further assign less than all of such rights and obligations. No
participant in any rights and obligations under this Agreement shall be
permitted to sell subparticipations of such rights and obligations.



          (h) Anything in this Agreement to the contrary notwithstanding, so long as
no Event of Default shall have occurred and be continuing, no Bank shall be
permitted to enter into an assignment of, or sell a participation interest in,
its rights and obligations hereunder which would result in such Bank holding a
Commitment without participants of less than Five Million Dollars ($5,000,000)
(or in the case of the Administrative Agent, Thirty Million Dollars
($30,000,000)) unless as a result of a cancellation or reduction of the
aggregate Commitments; provided, however, that no Bank shall be prohibited from
assigning its entire Commitment so long as such assignment is otherwise
permitted under this Section 9.6.



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          SECTION 9.7. Collateral. Each of the Banks represents to the
Administrative Agent and each of the other Banks that it in good faith is not
relying upon any “margin stock” (as defined in Regulation U) as collateral in
the extension or maintenance of the credit provided for in this Agreement.



          SECTION 9.8. Governing Law; Submission to Jurisdiction.



          (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).



          (b) Any legal action or proceeding with respect to this Agreement or any
other Loan Document and any action for enforcement of any judgment in respect
thereof may be brought in the courts of the State of New York or of the United
States of America for the Southern District of New York, and, by execution and
delivery of this Agreement, the Borrower hereby accepts for itself and in
respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts and appellate courts from any thereof. The
Borrower irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the hand delivery, or
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Borrower at its address set forth below. The Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement or any other Loan Document brought in the courts referred
to above and hereby further irrevocably waives and agrees not to plead or claim
in any such court that any such action or proceeding brought in any such court
has been brought in an inconvenient forum. Nothing herein shall affect the
right of the Administrative Agent to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Borrower in any other jurisdiction.



          SECTION 9.9. Counterparts; Integration;. Effectiveness. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective upon receipt by the Administrative Agent and
the Borrower of counterparts hereof signed by each of the parties hereto (or,
in the case of any party as to which an executed counterpart shall not have
been received, receipt by the Administrative Agent in form satisfactory to it
of telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party).



          SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT, THE SYNDICATION AGENT AND THE BANKS




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HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.




          SECTION 9.11. Survival. All indemnities set forth herein shall survive the
execution and delivery of this Agreement and the other Loan Documents and the
making and repayment of the Loans hereunder.



          SECTION 9.12. Domicile of Loans. Each Bank may transfer and carry its
Loans at, to or for the account of any domestic or foreign branch office,
subsidiary or affiliate of such Bank.



          SECTION 9.13. Limitation of Liability. No claim may be made by the
Borrower or any other Person acting by or through Borrower against the
Administrative Agent, the Syndication Agent or any Bank or the affiliates,
directors, officers, employees, attorneys or agent of any of them for any
punitive damages in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated
by this Agreement or by the other Loan Documents, or any act, omission or event
occurring in connection therewith; and the Borrower hereby waives, releases and
agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.



          SECTION 9.14. Recourse Obligation. This Agreement and the Obligations
hereunder are fully recourse to the Borrower. Notwithstanding the foregoing, no
recourse under or upon any obligation, covenant, or agreement contained in this
Agreement shall be had against (i) any officer, director, shareholder or
employee of the Borrower or EOPT or (ii) any general partner of Borrower other
than EOPT, in each case except in the event of fraud or misappropriation of
funds on the part of such officer, director, shareholder or employee or such
general partner.



          SECTION 9.15. Confidentiality. The Administrative Agent and each Bank
shall use reasonable efforts to assure that information about Borrower, EOPT
and its Subsidiaries and Investments Affiliates, and the Properties thereof and
their operations, affairs and financial condition, not generally disclosed to
the public, which is furnished to Administrative Agent or any Bank pursuant to
the provisions hereof or any other Loan Document is used only for the purposes
of this Agreement and shall not be divulged to any Person other than the
Administrative Agent, the Banks, and their affiliates and respective officers,
directors, employees and agents who are actively and directly participating in
the evaluation, administration or enforcement of the Loan and other
transactions between such Bank and the Borrower, except: (a) to their attorneys
and accountants, (b) in connection with the enforcement of the rights and
exercise of any remedies of the Administrative Agent and the Banks hereunder
and under the other Loan
Documents, (c) in connection with assignments and participations and the
solicitation of prospective assignees and participants referred to in Section
9.6 hereof, who have agreed in writing to be bound by a confidentiality
agreement substantially equivalent to the terms of this




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Section 9.15, and (d) as may otherwise be required or requested by any
regulatory authority having jurisdiction over the Administrative Agent or any
Bank or by any applicable law, rule, regulation or judicial process.
Notwithstanding anything herein to the contrary, “information” shall not
include, and the Administrative Agent and each Bank may disclose without
limitation of any kind, any information with respect to the “tax treatment” and
“tax structure” (in each case within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions and tax analyses) that are provided
to the Administrative Agent or such Bank relating to such tax treatment and tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning the tax treatment or tax structure
of the transaction as well as other information, this sentence shall only apply
to such portion of the documents or similar item that relate to the tax
treatment or tax structure of the Loans and transactions contemplated hereby.
The Administrative Agent and/or the Bank making any such disclosure shall
endeavor to notify Borrower prior to making any such disclosure of the fact
that such disclosure is being made and the nature of the disclosure. In
addition, the Administrative Agent and/or such Bank shall provide Borrower with
a copy of the disclosure promptly after the same is made.



          SECTION 9.16. Bank’s Failure to Fund.



          (a) If a Bank does not advance to Administrative Agent such Bank’s Pro
Rata Share of a Loan in accordance herewith, then neither Administrative Agent
nor the other Banks shall be required or obligated to fund such Bank’s Pro Rata
Share of such Loan.



          (b) As used herein, the following terms shall have the meanings set
forth below:




               (i) “Defaulting Bank” shall mean any Bank which (x) does not
advance to the Administrative Agent such Bank’s Pro Rata Share of a Loan
in accordance herewith for a period of five (5) Business Days after notice of
such failure from Administrative Agent, (y) shall otherwise fail to perform
such Bank’s obligations under the Loan Documents (including, without
limitation, the obligation to purchase participations pursuant to Section 2.3)
for a period of five (5) Business Days after notice of such failure from
Administrative Agent, or (z) shall fail to pay the Administrative Agent or any
other Bank, as the case may be, upon demand, such Bank’s Pro Rata Share of any
costs, expenses or disbursements incurred or made by the Administrative Agent
pursuant to the terms of the Loan Documents for a period of five (5)
Business Days after notice of such failure from Administrative Agent, and in
all cases, such failure is not as a result of a good faith dispute as to
whether such advance is properly required to be made pursuant to the provisions
of this Agreement, or as to whether such other performance or payment is
properly required pursuant to the provisions of this Agreement.



               (ii) “Junior Creditor” means any Defaulting Bank which has not (x) fully
cured each and every monetary default on its part under the Loan Documents and
(y) unconditionally tendered to the Administrative Agent such Defaulting Bank’s
Pro Rata Share of




86









 







all costs, expenses and disbursements required to be paid or reimbursed
pursuant to the terms of the Loan Documents.




               (iii) “Payment in Full” means, as of any date, the receipt by the Banks
who are not Junior Creditors of an amount of cash, in lawful currency of the
United States, sufficient to indefeasibly pay in full all Senior Debt.



               (iv) “Senior Debt” means (x) collectively, any and all indebtedness,
obligations and liabilities of the Borrower to the Banks who are not Junior
Creditors from time to time, whether fixed or contingent, direct or indirect,
joint or several, due or not due, liquidated or unliquidated, determined or
undetermined, arising by contract, operation of law or otherwise, whether on
open account or evidenced by one or more instruments, and whether for
principal, premium, interest (including, without limitation, interest accruing
after the filing of a petition initiating any proceeding referred to in Section
6.1(f) or (g)), reimbursement for fees, indemnities, costs, expenses or
otherwise, which arise under, in connection with or in respect of the Loans or
the Loan Documents, and (y) any and all deferrals, renewals, extensions and
refundings of, or amendments, restatements, rearrangements, modifications or
supplements to, any such indebtedness, obligation or liability.



               (v) “Subordinated Debt” means (x) any and all indebtedness, obligations
and liabilities of Borrower to one or more Junior Creditors from time to time,
whether fixed or contingent, direct or indirect, joint or several, due or not
due, liquidated or unliquidated, determined or undetermined, arising by
contract, operation of law or otherwise, whether on open account or evidenced
by one or more instruments, and whether for principal, premium, interest
(including, without limitation, interest accruing after the filing of a
petition initiating any proceeding referred to in Section 6.1(f) or (g)),
reimbursement for fees, indemnities, costs, expenses or otherwise, which arise
under, in connection with or in respect of the Loans or the Loan Documents, and
(y) any and all deferrals, renewals, extensions and refundings of, or
amendments, restatements, rearrangements, modifications or supplements to, any
such indebtedness, obligation or liability.



          (c) Immediately upon a Bank’s becoming a Junior Creditor and until such
time as such Bank shall have cured all applicable defaults, no Junior Creditor
shall, prior to Payment in Full of all Senior Debt:



               (i) accelerate, demand payment of, sue upon, collect, or receive any
payment upon, in any manner, or satisfy or otherwise discharge, any
Subordinated Debt, whether for principal, interest and otherwise;



               (ii) take or enforce any Liens to secure Subordinated Debt or attach or
levy upon any assets of Borrower, to enforce any Subordinated Debt;



               (iii) enforce or apply any security for any Subordinated
Debt; or



87









 





               (iv) incur any debt or liability, or the like, to, or receive any loan,
return of capital, advance, gift or any other property, from, the Borrower.



          (d) In the event of:



               (i) any insolvency, bankruptcy, receivership, liquidation, dissolution,
reorganization, readjustment, composition or other similar proceeding relating
to Borrower;



               (ii) any liquidation, dissolution or other winding-up of the Borrower,
voluntary or involuntary, whether or not involving insolvency, reorganization
or bankruptcy proceedings;




               (iii) any assignment by the Borrower for the benefit of creditors;



               (iv) any sale or other transfer of all or substantially all assets of
the Borrower; or



               (v) any other marshaling of the assets of the Borrower;


each of the Banks shall first have received Payment in Full of all Senior Debt
before any payment or distribution, whether in cash, securities or other
property, shall be made in respect of or upon any Subordinated Debt. Any
payment or distribution, whether in cash, securities or other property that
would otherwise be payable or deliverable in respect of Subordinated Debt to
any Junior Creditor but for this Agreement shall be paid or delivered directly
to the Administrative Agent for distribution to the Banks in accordance with
this Agreement until Payment in Full of all Senior Debt. If any Junior Creditor
receives any such payment or distribution, it shall promptly pay over or
deliver the same to the Administrative Agent for application in accordance with
the preceding sentence.




          (e) Each Junior Creditor shall file in any bankruptcy or other proceeding
of Borrower in which the filing of claims is required by law, all claims
relating to Subordinated Debt that such Junior Creditor may have against
Borrower and
assign to the Banks who are not Junior Creditors all rights of such Junior
Creditor thereunder. If such Junior Creditor does not file any such claim prior
to forty-five (45) days before the expiration of the time to file such claim,
Administrative Agent, as attorney-in-fact for such Junior Creditor, is hereby
irrevocably authorized to do so in the name of such Junior Creditor or, in
Administrative Agent’s sole discretion, to assign the claim to a nominee and to
cause proof of claim to be filed in the name of such nominee. The foregoing
power of attorney is coupled with an interest and cannot be revoked. The
Administrative Agent shall, to the exclusion of each Junior Creditor, have the
sole right, subject to Section 9.5 hereof, to accept or reject any plan
proposed in any such proceeding and to take any other action that a party
filing a claim is entitled to take. In all such cases, whether in
administration, bankruptcy or otherwise, the Person or Persons authorized to
pay such claim shall pay to Administrative Agent the amount payable on such
claim and, to the full extent necessary for that purpose, each Junior Creditor
hereby transfers and assigns to the Administrative



88









 




Agent all of the Junior Creditor’s rights to any such payments or
distributions to which Junior Creditor would otherwise be entitled.




          (f) (i) If any payment or distribution of any character or any security,
whether in cash, securities or other property, shall be received by any Junior
Creditor in contravention of any of the terms hereof, such payment or
distribution or security shall be received in trust for the benefit of, and
shall promptly be paid over or delivered and transferred to, Administrative
Agent for application to the payment of all Senior Debt, to the extent
necessary to achieve Payment in Full. In the event of the failure of any Junior
Creditor to endorse or assign any such payment, distribution or security,
Administrative Agent is hereby irrevocably authorized to endorse or assign the
same as attorney-in-fact for such Junior Creditor.



               (ii) Each Junior Creditor shall take such action (including, without
limitation, the execution and filing of a financing statement with respect to
this Agreement and the execution, verification, delivery and filing of proofs
of claim, consents, assignments or other instructions that Administrative Agent
may require from time to time in order to prove or realize upon any rights or
claims pertaining to Subordinated Debt or to effectuate the full benefit of the
subordination contained herein) as may, in Administrative Agent’s sole and
absolute discretion, be necessary or desirable to assure the effectiveness of
the subordination effected by this Agreement.



          (g) (i) Each Bank that becomes a Junior Creditor understands and
acknowledges by its execution hereof that each other Bank is entering into this
Agreement and the Loan Documents in reliance upon the absolute subordination in
right of payment and in time of payment of Subordinated Debt to Senior Debt as
set forth herein.



               (ii) Only upon the Payment in Full of all Senior Debt shall any
Junior Creditor be subrogated to any remaining rights of the Banks which
are not Defaulting Banks to receive payments or distributions of assets of the
Borrower made on or applicable to any Senior Debt.



               (iii) Each Junior Creditor agrees that it will deliver all instruments or
other writings evidencing any Subordinated Debt held by it to Administrative
Agent, promptly after request therefor by the Administrative Agent.



               (iv) No Junior Creditor may at any time sell, assign or otherwise transfer
any Subordinated Debt, or any portion thereof, including, without limitation,
the granting of any Lien thereon, unless and until satisfaction of the
requirements of Section 9.6 above and the proposed transferee shall have
assumed in writing the obligation of the Junior Creditor to the Banks under
this Agreement, in a form acceptable to the Administrative Agent.



               (v) If any of the Senior Debt, should be invalidated, avoided or set
aside, the subordination provided for herein nevertheless shall continue in
full force and effect



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and, as between the Banks which are not Defaulting Banks and all Junior
Creditors, shall be and be deemed to remain in full force and effect.




               (vi) Each Junior Creditor hereby irrevocably waives, in respect of
Subordinated Debt, all rights (x) under Sections 361 through 365, 502(e) and
509 of the Bankruptcy Code (or any similar sections hereafter in effect under
any other Federal or state laws or legal or equitable principles relating to
bankruptcy, insolvency, reorganizations, liquidations or otherwise for the
relief of debtors or protection of creditors), and (y) to seek or obtain
conversion to a different type of proceeding or to seek or obtain dismissal of
a proceeding, in each case in relation to a bankruptcy, reorganization,
insolvency or other proceeding under similar laws with respect to the Borrower.
Without limiting the generality of the foregoing, each Junior Creditor hereby
specifically waives (A) the right to seek to give credit (secured or otherwise)
to the Borrower in any way under Section 364 of the Bankruptcy Code unless the
same is subordinated in all respects to Senior Debt in a manner acceptable to
Administrative Agent in its sole and absolute discretion and (B) the right to
receive any collateral security (including, without limitation, any “super
priority” or equal or “priming” or replacement Lien) for any Subordinated Debt
unless the Banks which are not Defaulting Banks have received a senior position
acceptable to the Banks in their sole and absolute discretion to secure all
Senior Debt (in the same collateral to the extent collateral is involved).



          (h) (i) In addition to and not in limitation of the subordination effected
by this Section 9.16, the Administrative Agent and each of the Banks which are
not Defaulting Banks may in their respective sole and absolute discretion, also
exercise
any and all other rights and remedies available at law or in equity in
respect of a Defaulting Bank; and



               (ii) The Administrative Agent shall give each of the Banks notice of the
occurrence of a default under this Section 9.16 by a Defaulting Bank and if the
Administrative Agent and/or one or more of the other Banks shall, at their
option, fund any amounts required to be paid or advanced by a Defaulting Bank,
the other Banks who have elected not to fund any portion of such amounts shall
not be liable for any reimbursements to the Administrative Agent and/or to such
other funding Banks.



          (i) Notwithstanding anything to the contrary contained or implied herein,
a Defaulting Bank shall not be entitled to vote on any matter as to which a
vote by the Banks is required hereunder, including, without limitation, any
actions or consents on the part of the Administrative Agent as to which the
approval or consent of all the Banks or the Required Banks or Majority Banks is
required under Article VIII, Section 9.5 or
elsewhere, so long as such Bank is a Defaulting Bank; provided, however,
that in the case of any vote requiring the unanimous consent of the Banks, if
all the Banks other than the Defaulting Bank shall have voted in accordance
with each other, then the Defaulting Bank shall be deemed to have voted in
accordance with such Banks.



          (j) Each of the Administrative Agent and any one or more of the Banks
which are not Defaulting Banks may, at their respective option, (i) advance to
the Borrower such Bank’s



90









 




Pro Rata Share of the Loans not advanced by a Defaulting Bank in accordance
with the Loan Documents, or (ii) pay to the Administrative Agent such Bank’s
Pro Rata Share of any costs, expenses or disbursements incurred or made by the
Administrative Agent pursuant to the terms of this Agreement not theretofore
paid by a Defaulting Bank. Immediately upon the making of any such advance by
the Administrative Agent or any one of the Banks, such Bank’s Pro Rata Share
and the Pro Rata Share of the Defaulting Bank shall be recalculated to reflect
such advance. All payments, repayments and other disbursements of funds by the
Administrative Agent to Banks shall thereupon and, at all times thereafter be
made in accordance with such Bank’s recalculated Pro Rata Share unless and
until a Defaulting Bank shall fully cure all defaults on the part of such
Defaulting Bank under the Loan Documents or otherwise existing in respect of
the Loans or this Agreement, at which time the Pro Rata Share of the Bank(s)
which advanced sums on behalf of the Defaulting Bank and of the Defaulting Bank
shall be restored to their original percentages.




          SECTION 9.17. Banks’ ERISA Covenant. Each Bank, by its signature hereto or
on the applicable Transfer Supplement, hereby agrees (a) that on the date any
Loan is disbursed hereunder no portion of such Bank’s Pro Rata Share of such
Loan will constitute “assets” within the meaning of 29 C.F.R. § 2510.3-101 of
an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a
“plan” within the meaning of
Section 4975(e)(1) of the Code, and (b) that following such date such Bank
shall not allocate such Bank’s Pro Rata Share of any Loan to an account of such
Bank if such allocation (i) by itself would cause such Pro Rata Share of such
Loan to then constitute “assets” (within the meaning of 29 C.F.R. § 2510.3-101)
of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a
“plan” within the meaning of Section 4975(e)(1) of the Code and (ii) by itself
would cause such Loan to constitute a prohibited transaction under ERISA or the
Code (which is not exempt from the restrictions of Section 406 of ERISA and
Section 4975 of the Code and the taxes and penalties imposed by Section 4975 of
the Code and Section 502(i) of ERISA) or any Agent or Bank being deemed in
violation of Section 404 of ERISA.



          SECTION 9.18. [Intentionally Omitted]



          SECTION 9.19. No Bankruptcy Proceedings. Each of the Borrower, the Banks,
the Administrative Agent, the Syndication Agent, the Co-Documentation Agents
hereby agrees that it will not institute against any Designated Lender or
join any other Person in instituting against any Designated Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under any federal or state bankruptcy or similar law, until the later to occur
of (i) one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Designated Lender and (ii) the Maturity
Date.



          SECTION 9.20. Administrative Agent May File Proofs of Claim. In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to Borrower or any party to the EOPT Guaranty, the
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective



91









 




of whether the Administrative Agent shall have made any demand on Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:





(a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Banks and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Banks and the Administrative Agent and their
respective agents and counsel and other amounts due the Banks and the
Administrative Agent hereunder allowed in such judicial proceeding); and




(b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar
official in any such judicial proceeding is hereby authorized by each Bank to
make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Banks, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel and other amounts due the Administrative Agent
hereunder.
Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Bank any plan of
reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Bank or to authorize the Administrative Agent
to vote in respect of the claim of any Bank in any such proceeding.




[SIGNATURE PAGE FOLLOWS]





92










 





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



	 	 	 	 	 	 	 
	 	 	EOP OPERATING LIMITED PARTNERSHIP,

a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Equity Office Properties Trust, a Maryland real
	 	 	 	 	estate investment trust, its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ Maureen Fear
	

	 	 	 	 	 	

	

	 	 	 	Name:	 	Maureen Fear
	

	 	 	 	Title:	 	Senior Vice President, Treasurer
	 
	 	 	 	 	 	 
	 	 	Facsimile number: (312) 559-5009
	 	 	Address:	 	Two North Riverside Plaza
	 	 	 	 	Suite 2100
	 	 	 	 	Chicago, Illinois 60606
	 	 	 	 	Attn: Chief Financial Officer







	 	 	 
	FOR PURPOSES OF AGREEING TO BE
	BOUND BY THE PROVISIONS OF
	SECTION 5.11 HEREOF ONLY:
	 
	 	 
	EQUITY OFFICE PROPERTIES TRUST, a Maryland real
	estate investment trust
	 
	 	 
	By:

	 	/s/ Maureen Fear
	

	 	

	 	 	Name: Maureen Fear

	 	 	Title:
Senior Vice President, Treasurer

	TOTAL COMMITMENTS:    $ 500,000,000







S-1









 





	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC., 
	 	 	as Administrative
Agent, as Swingline Lender, and as a Bank
	 
	 	 	 	 
	

	 	By:	 	/s/ David Bouton
	

	 	 	 	

	

	 	Name:	 	David Bouton
	

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	Commitment:  $166,666,666.67







S-2









 






	 	 	 
	

	MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent and as a Bank
	 


	 	By:  
	/s/ Todd Vannucci


	

	Name: Todd Vannucci
	

	Title: Executive
Director
	 
	 	 	 	 
	

	Commitment: $166,666,666.67








S-3









 








	 	 	 
	

	UBS LOAN FINANCE LLC, 
as a Bank
	 


	

	By:  	/s/ Winslowe Ogbourne


	

	Name: Winslowe Ogbourne
	

	Title: Associate
Director
Banking Products Services, US
	 
	 	 	 	 
	

	By:  	/s/ Joselin Fernandes


	

	Name: Joselin Fernandes
	

	Title: Associate
Director
Banking Products Services, US
	 
	 	 	 	 
	

	Commitment: $166,666,666.66








S-4









 








Schedule 1.1




Qualifying Unencumbered Property




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	10020
	 	60 Spear Street	 	 	 	 	1	 	 	 	133,782	 
	10060
	 	Intercontinental Center	 	 	 	 	1	 	 	 	194,801	 
	10080
	 	Four Forest	 	 	 	 	1	 	 	 	394,324	 
	10100
	 	Northborough Tower	 	 	 	 	1	 	 	 	207,908	 
	10150
	 	Community Corporate Center	 	 	 	 	1	 	 	 	250,169	 
	10170
	 	Denver Corporate Center II	 	 	 	 	2	 	 	 	375,139	 
	10200
	 	San Jacinto Center	 	 	 	 	1	 	 	 	403,329	 
	10210
	 	1111 19th Street	 	 	 	 	1	 	 	 	252,014	 
	10220
	 	Shelton Pointe	 	 	 	 	1	 	 	 	159,853	 
	10240
	 	North Central Plaza Three	 	 	 	 	1	 	 	 	346,575	 
	10250
	 	The Quadrant	 	 	 	 	1	 	 	 	317,218	 
	10260
	 	Canterbury Green	 	 	 	 	1	 	 	 	226,197	 
	10270
	 	Three Stamford Plaza	 	 	 	 	1	 	 	 	242,732	 
	10280
	 	Union Square	 	 	 	 	1	 	 	 	194,398	 
	10290
	 	One North Franklin	 	 	 	 	1	 	 	 	617,592	 
	10300
	 	1620 L Street	 	 	 	 	1	 	 	 	156,272	 
	10310
	 	One Stamford Plaza	 	 	 	 	1	 	 	 	214,136	 
	10320
	 	Two Stamford Plaza	 	 	 	 	1	 	 	 	251,510	 
	10330
	 	300 Atlantic	 	 	 	 	1	 	 	 	270,497	 
	10350
	 	1700 Higgins	 	 	 	 	1	 	 	 	134,283	 
	10360
	 	Northwest Center	 	 	 	 	1	 	 	 	241,248	 
	10370
	 	One Congress	 	 	 	 	1	 	 	 	517,849	 
	10380
	 	One Crosswoods	 	 	 	 	1	 	 	 	129,583	 
	10410
	 	One Lakeway Center	 	 	 	 	1	 	 	 	289,112	 
	10420
	 	Two Lakeway Center	 	 	 	 	1	 	 	 	440,826	 
	10430
	 	Three Lakeway Center	 	 	 	 	1	 	 	 	462,890	 
	10450
	 	28 State	 	 	 	 	1	 	 	 	570,040	 
	10480
	 	9400 NCX Building	 	 	 	 	1	 	 	 	379,556	 
	10500
	 	Four Stamford Plaza	 	 	 	 	1	 	 	 	261,195	 
	10510
	 	1920 Main Plaza	 	 	 	 	1	 	 	 	305,662	 
	10520
	 	Paces West	 	 	 	 	2	 	 	 	646,471	 
	10540
	 	2010 Main Plaza	 	 	 	 	1	 	 	 	280,882	 
	10550
	 	1100 Executive Tower	 	 	 	 	1	 	 	 	366,747	 
	10580
	 	161 N. Clark	 	 	 	 	1	 	 	 	1,010,520	 
	10610
	 	One American Center	 	 	 	 	1	 	 	 	505,770	 
	10640
	 	1601 Market Street	 	 	 	 	1	 	 	 	681,289	 
	10660
	 	Two California Plaza	 	 	 	 	1	 	 	 	1,329,810	 
	10670
	 	One Phoenix Plaza	 	 	 	 	1	 	 	 	586,403	 
	10680
	 	Colonnade	 	 	 	 	1	 	 	 	168,637	 
	10690
	 	49 East Thomas	 	 	 	 	1	 	 	 	18,892	 
	10730
	 	177 Broad Street	 	 	 	 	1	 	 	 	188,029	 
	10750
	 	Oakbrook Terrace Tower	 	 	 	 	1	 	 	 	772,928	 
	10760
	 	Maritime Plaza	 	 	 	 	1	 	 	 	534,874	 
	10770
	 	Smith Barney Building	 	 	 	 	1	 	 	 	187,999	 
	10780
	 	201 Mission	 	 	 	 	1	 	 	 	483,289	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	10790
	 	30 N. Lasalle	 	 	 	 	1	 	 	 	909,245	 
	10800
	 	Four Falls	 	 	 	 	1	 	 	 	254,355	 
	10810
	 	Oak Hill Plaza	 	 	 	 	1	 	 	 	164,360	 
	10820
	 	Two Valley Square	 	 	 	 	1	 	 	 	70,622	 
	10830
	 	Four/Five Valley Square	 	 	 	 	2	 	 	 	68,321	 
	10840
	 	One Devon Square	 	 	 	 	1	 	 	 	73,267	 
	10850
	 	Two Devon Square	 	 	 	 	1	 	 	 	63,226	 
	10860
	 	Three Devon Square	 	 	 	 	1	 	 	 	6,000	 
	10880
	 	One Valley Square	 	 	 	 	1	 	 	 	70,290	 
	10890
	 	Three Valley Square	 	 	 	 	1	 	 	 	84,605	 
	10920
	 	1111 West 22nd Street	 	 	 	 	1	 	 	 	224,847	 
	10930
	 	Presidents Plaza	 	 	 	 	4	 	 	 	818,712	 
	10940
	 	Civic Opera House	 	 	 	 	1	 	 	 	841,778	 
	10950
	 	Tri State International	 	 	 	 	5	 	 	 	546,263	 
	10970
	 	200 W. Adams	 	 	 	 	1	 	 	 	677,222	 
	10980
	 	10960 Wilshire	 	 	 	 	1	 	 	 	576,018	 
	10990
	 	10880 Wilshire	 	 	 	 	1	 	 	 	534,047	 
	11000
	 	Lake Marriott Business Park	 	 	 	 	7	 	 	 	401,402	 
	11010
	 	Shoreline Technology Park	 	 	 	 	12	 	 	 	726,508	 
	11020
	 	Sunnyvale Business Center	 	 	 	 	4	 	 	 	175,000	 
	11030
	 	225 Franklin Street	 	 	 	 	1	 	 	 	916,722	 
	11040
	 	150 Federal Street	 	 	 	 	1	 	 	 	529,730	 
	11050
	 	175 Federal Street	 	 	 	 	1	 	 	 	207,366	 
	11070
	 	Russia Wharf	 	 	 	 	1	 	 	 	313,333	 
	11080
	 	Center Plaza	 	 	 	 	1	 	 	 	650,406	 
	11090
	 	2 Oliver/147 Milk	 	 	 	 	1	 	 	 	270,302	 
	11100
	 	South Station	 	 	 	 	1	 	 	 	184,183	 
	11120
	 	Wellesley Office Park	 	 	 	 	4	 	 	 	216,420	 
	11130
	 	175 Wyman Street	 	 	 	 	3	 	 	 	335,208	 
	11140
	 	New England Executive Park	 	 	 	 	8	 	 	 	756,228	 
	11160
	 	Ten Canal Park	 	 	 	 	1	 	 	 	110,843	 
	11170
	 	Crosby Corporate Center	 	 	 	 	6	 	 	 	336,601	 
	11190
	 	One Canal Park	 	 	 	 	1	 	 	 	98,607	 
	11200
	 	Riverview	 	 	 	 	1	 	 	 	148,552	 
	11220
	 	1616 North Fort Myer	 	 	 	 	1	 	 	 	292,826	 
	11230
	 	1300 N. 17th Street	 	 	 	 	1	 	 	 	380,199	 
	11270
	 	Centerpointe	 	 	 	 	2	 	 	 	407,186	 
	11280
	 	1333 H Street	 	 	 	 	1	 	 	 	244,585	 
	11290
	 	Lakeside Office Atlanta	 	 	 	 	5	 	 	 	390,721	 
	11340
	 	101 N. Wacker	 	 	 	 	1	 	 	 	575,294	 
	11350
	 	Riverside	 	 	 	 	1	 	 	 	494,710	 
	11370
	 	150 California	 	 	 	 	1	 	 	 	201,787	 
	11390
	 	Crosby Corporate Center II	 	 	 	 	3	 	 	 	257,528	 
	11400
	 	John Marshall III	 	 	 	 	1	 	 	 	180,000	 
	11410
	 	E.J. Randolph II	 	 	 	 	1	 	 	 	125,646	 
	11420
	 	Wellesley Office Park 5-7	 	 	 	 	3	 	 	 	362,421	 
	11430
	 	Wellesley Office Park 8	 	 	 	 	1	 	 	 	62,952	 
	11440
	 	New England Executive Park 17	 	 	 	 	1	 	 	 	56,890	 
	11490
	 	Lakeside Square	 	 	 	 	1	 	 	 	397,328	 
	11510
	 	Fair Oaks Plaza	 	 	 	 	1	 	 	 	177,559	 
	11520
	 	8080 N. Central Expressway	 	 	 	 	1	 	 	 	283,707	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	11530
	 	2500 City West	 	 	 	 	1	 	 	 	574,216	 
	11540
	 	1700 Market Street	 	 	 	 	1	 	 	 	841,172	 
	11550
	 	Brookhollow Central	 	 	 	 	3	 	 	 	797,971	 
	11560
	 	Nordstrom Medical Tower	 	 	 	 	1	 	 	 	98,382	 
	11580
	 	Wells Fargo Center -Seattle	 	 	 	 	1	 	 	 	944,574	 
	11590
	 	Second & Seneca	 	 	 	 	2	 	 	 	480,272	 
	11600
	 	1111 Third Avenue	 	 	 	 	1	 	 	 	558,822	 
	11610
	 	Rainier Plaza	 	 	 	 	1	 	 	 	410,855	 
	11620
	 	One Bellevue Center	 	 	 	 	1	 	 	 	360,729	 
	11630
	 	Congress Center	 	 	 	 	1	 	 	 	369,120	 
	11640
	 	550 S. Hope	 	 	 	 	1	 	 	 	566,434	 
	11660
	 	On e Lafayette	 	 	 	 	1	 	 	 	314,634	 
	11670
	 	LaSalle Plaza	 	 	 	 	1	 	 	 	588,908	 
	11690
	 	100 Summer Street	 	 	 	 	1	 	 	 	1,034,605	 
	11700
	 	The Tower at NEEP	 	 	 	 	1	 	 	 	199,860	 
	11710
	 	Denver Post Tower	 	 	 	 	1	 	 	 	579,999	 
	11730
	 	301 Howard Building	 	 	 	 	1	 	 	 	307,396	 
	11750
	 	410 Building	 	 	 	 	1	 	 	 	396,047	 
	11760
	 	Trinity Place	 	 	 	 	1	 	 	 	189,163	 
	11770
	 	Tabor Building	 	 	 	 	2	 	 	 	692,387	 
	11790
	 	4949 S. Syracuse	 	 	 	 	1	 	 	 	62,633	 
	11800
	 	Metropoint I	 	 	 	 	1	 	 	 	263,716	 
	11820
	 	The Solarium	 	 	 	 	1	 	 	 	162,817	 
	11830
	 	Terrace Building	 	 	 	 	1	 	 	 	115,408	 
	11850
	 	Dom inion Plaza	 	 	 	 	1	 	 	 	571,468	 
	11860
	 	Millennium Building	 	 	 	 	1	 	 	 	330,033	 
	11890
	 	Polk & Taylor Buildings	 	 	 	 	2	 	 	 	902,322	 
	11910
	 	Northland Plaza	 	 	 	 	1	 	 	 	296,967	 
	11940
	 	Second & Spring	 	 	 	 	1	 	 	 	130,421	 
	11960
	 	Colonnade Office A&B Dallas	 	 	 	 	2	 	 	 	606,615	 
	11970
	 	Colonnade Office C Dallas	 	 	 	 	1	 	 	 	377,639	 
	11990
	 	Prominence at Buckhead	 	 	 	 	1	 	 	 	424,309	 
	12000
	 	World Trade Center	 	 	 	 	1	 	 	 	186,912	 
	12080
	 	City Center Bellevue	 	 	 	 	1	 	 	 	472,585	 
	12110
	 	Computer Associates Tower	 	 	 	 	1	 	 	 	360,815	 
	12120
	 	Texas Commerce Tower	 	 	 	 	1	 	 	 	369,134	 
	12200
	 	Palo Alto-BS	 	 	 	 	6	 	 	 	322,228	 
	12430
	 	Wells Fargo CenterSacramento	 	 	 	 	1	 	 	 	502,365	 
	12470
	 	Exposition Centre	 	 	 	 	1	 	 	 	72,985	 
	12500
	 	Norris Tech	 	 	 	 	3	 	 	 	260,825	 
	12510
	 	One & Two ADP Plaza	 	 	 	 	2	 	 	 	300,249	 
	12520
	 	Corporate Centre	 	 	 	 	2	 	 	 	328,810	 
	12540
	 	PeopleSoft Plaza	 	 	 	 	1	 	 	 	277,562	 
	12550
	 	Pruneyard Office Towers	 	 	 	 	3	 	 	 	354,772	 
	12560
	 	Pruneyard Inn	 	 	 	 	 	 	 	 	 	 
	12570
	 	Pruneyard Shopping Center	 	 	 	 	2	 	 	 	252,210	 
	12580
	 	Seaport Centre	 	 	 	 	13	 	 	 	465,955	 
	12590
	 	Ten Almaden	 	 	 	 	1	 	 	 	299,685	 
	12600
	 	18301 Von Karman	 	 	 	 	1	 	 	 	219,537	 
	12610
	 	2677 North Main	 	 	 	 	1	 	 	 	215,003	 
	12630
	 	429 Santa Monica Boulevard	 	 	 	 	1	 	 	 	84,798	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	12700
	 	Searise Office Tower	 	 	 	 	1	 	 	 	124,116	 
	12760
	 	200 Galleria	 	 	 	 	1	 	 	 	438,273	 
	12780
	 	527 Madison Avenue	 	 	 	 	1	 	 	 	215,332	 
	12820
	 	One Lincoln Centre	 	 	 	 	1	 	 	 	294,972	 
	12880
	 	Bay Park Plaza I & II	 	 	 	 	2	 	 	 	257,058	 
	12900
	 	One Bay Plaza	 	 	 	 	1	 	 	 	176,533	 
	12950
	 	120 Montgomery	 	 	 	 	1	 	 	 	420,310	 
	12960
	 	Market Square	 	 	 	 	2	 	 	 	681,051	 
	12970
	 	191 Peachtree Tower	 	 	 	 	1	 	 	 	1,215,288	 
	12980
	 	222 Berkley	 	 	 	 	1	 	 	 	519,608	 
	12990
	 	500 Boyleston	 	 	 	 	1	 	 	 	706,864	 
	13010
	 	Parkside Tower	 	 	 	 	2	 	 	 	398,460	 
	13020
	 	Seaport Plaza	 	 	 	 	2	 	 	 	159,350	 
	13250
	 	Three Lafayette	 	 	 	 	1	 	 	 	259,441	 
	13260
	 	Metropoint II REIT	 	 	 	 	1	 	 	 	150,673	 
	13300
	 	2 Lafayette	 	 	 	 	1	 	 	 	130,704	 
	13310
	 	Sunset North REIT	 	 	 	 	3	 	 	 	465,013	 
	13370
	 	500 Orange Tower	 	 	 	 	1	 	 	 	290,765	 
	13400
	 	Santa Clara Office Center I	 	 	 	 	1	 	 	 	54,701	 
	13410
	 	Stender Way II	 	 	 	 	1	 	 	 	61,825	 
	13420
	 	Santa Clara Office Center	 	 	 	 	2	 	 	 	75,197	 
	13430
	 	Gateway Office-Phase I	 	 	 	 	2	 	 	 	152,326	 
	13440
	 	Scott Boulevard	 	 	 	 	1	 	 	 	48,000	 
	13450
	 	Santa Clara Office Center III	 	 	 	 	1	 	 	 	47,621	 
	13460
	 	Bakersfield Warehouse	 	 	 	 	1	 	 	 	130,600	 
	13470
	 	Gateway Office-Phase II	 	 	 	 	2	 	 	 	313,972	 
	13490
	 	3045 Stender Way	 	 	 	 	1	 	 	 	27,000	 
	13500
	 	2727 Augustine	 	 	 	 	1	 	 	 	84,000	 
	13520
	 	The Alameda	 	 	 	 	1	 	 	 	44,287	 
	13530
	 	Creekside	 	 	 	 	4	 	 	 	241,019	 
	13540
	 	North First Office Center	 	 	 	 	2	 	 	 	147,016	 
	13550
	 	Cupertino Business Center	 	 	 	 	2	 	 	 	64,680	 
	13560
	 	455 University Avenue	 	 	 	 	1	 	 	 	30,985	 
	13570
	 	1710 Little Orchard	 	 	 	 	1	 	 	 	212,840	 
	13580
	 	8880 Cal Center Drive	 	 	 	 	1	 	 	 	118,172	 
	13590
	 	740 University Avenue	 	 	 	 	1	 	 	 	14,108	 
	13600
	 	Applied Materials	 	 	 	 	2	 	 	 	181,850	 
	13610
	 	Santa Clara Office Ctr IV	 	 	 	 	1	 	 	 	5,290	 
	13620
	 	Aspect Telecommunications	 	 	 	 	1	 	 	 	76,806	 
	13630
	 	Gateway Oaks II	 	 	 	 	1	 	 	 	66,232	 
	13640
	 	Gateway Oaks I	 	 	 	 	1	 	 	 	122,641	 
	13650
	 	Cadillac Court	 	 	 	 	1	 	 	 	44,517	 
	13660
	 	701 University	 	 	 	 	1	 	 	 	47,907	 
	13680
	 	Christie/Shellmound Industrial	 	 	 	 	2	 	 	 	56,898	 
	13690
	 	The Orchard	 	 	 	 	1	 	 	 	65,392	 
	13700
	 	555 University Avenue	 	 	 	 	1	 	 	 	59,645	 
	13710
	 	575 + 601 University Ave	 	 	 	 	2	 	 	 	78,103	 
	13740
	 	655 University Avenue	 	 	 	 	1	 	 	 	43,750	 
	13760
	 	Patrick Henry Drive	 	 	 	 	1	 	 	 	68,987	 
	13770
	 	COG Warehouse	 	 	 	 	1	 	 	 	120,600	 
	13780
	 	Okidata Distribution Center	 	 	 	 	1	 	 	 	100,224	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	13790
	 	SMBP 2951 28th Street	 	 	 	 	1	 	 	 	85,000	 
	13810
	 	Independent Road Warehouse	 	 	 	 	1	 	 	 	132,000	 
	13830
	 	BayCenter Business Park Ph II	 	 	 	 	4	 	 	 	128,700	 
	13840
	 	Keebler Warehouse	 	 	 	 	1	 	 	 	67,563	 
	13850
	 	Fremont Commerce Ctr Ph III	 	 	 	 	1	 	 	 	64,000	 
	13860
	 	Lockheed Building	 	 	 	 	1	 	 	 	42,899	 
	13870
	 	Xerox Campus	 	 	 	 	5	 	 	 	205,593	 
	13880
	 	Foothill Research	 	 	 	 	4	 	 	 	192,120	 
	13890
	 	Montague Industrial Center	 	 	 	 	6	 	 	 	315,600	 
	13910
	 	Cabot Boulevard Warehouse	 	 	 	 	1	 	 	 	248,860	 
	13940
	 	Eden Landing Business Ctr	 	 	 	 	1	 	 	 	82,796	 
	13950
	 	The Good Guys Distrib Ctr	 	 	 	 	1	 	 	 	459,833	 
	13980
	 	2180 Sand Hill Road	 	 	 	 	1	 	 	 	40,216	 
	13990
	 	Point West III-River Park Dr	 	 	 	 	1	 	 	 	72,088	 
	14000
	 	Point West I-Response Road	 	 	 	 	1	 	 	 	46,885	 
	14010
	 	1900 McCarthy	 	 	 	 	1	 	 	 	80,709	 
	14020
	 	Redwood Shores	 	 	 	 	1	 	 	 	78,022	 
	14030
	 	BayCenter Business Park Ph I	 	 	 	 	5	 	 	 	148,665	 
	14040
	 	Point West Commercentre	 	 	 	 	1	 	 	 	119,063	 
	14050
	 	2905-2909 Stender Way	 	 	 	 	1	 	 	 	51,150	 
	14060
	 	Meier Central South	 	 	 	 	6	 	 	 	149,003	 
	14070
	 	Meier Mountain View	 	 	 	 	8	 	 	 	270,448	 
	14080
	 	Meier North Santa Clara	 	 	 	 	5	 	 	 	113,328	 
	14090
	 	Meier Sunnyvale-Bldg 18	 	 	 	 	1	 	 	 	22,400	 
	14120
	 	Walsh at LaFayette	 	 	 	 	4	 	 	 	320,505	 
	14130
	 	Ridder Park	 	 	 	 	1	 	 	 	83,841	 
	14140
	 	Gateway Oaks III	 	 	 	 	1	 	 	 	46,227	 
	14160
	 	Cadillac Court II	 	 	 	 	1	 	 	 	36,120	 
	14170
	 	4900 + 5000 Meadows-Cons	 	 	 	 	2	 	 	 	144,275	 
	14180
	 	Doolittle Business Center	 	 	 	 	4	 	 	 	113,196	 
	14230
	 	One Pacific Heights	 	 	 	 	1	 	 	 	120,473	 
	14260
	 	Bayside Corporate Center	 	 	 	 	2	 	 	 	84,925	 
	14290
	 	American River Drive	 	 	 	 	3	 	 	 	121,583	 
	14300
	 	Inwood Park	 	 	 	 	1	 	 	 	157,480	 
	14310
	 	Benicia Ind II	 	 	 	 	3	 	 	 	484,720	 
	14390
	 	2290 North First Street	 	 	 	 	1	 	 	 	75,381	 
	14400
	 	Port of Oakland	 	 	 	 	3	 	 	 	199,733	 
	14410
	 	Dove Street	 	 	 	 	1	 	 	 	78,340	 
	14450
	 	Fairchild Corporate Center	 	 	 	 	1	 	 	 	105,005	 
	14460
	 	Charcot Business Center	 	 	 	 	4	 	 	 	163,932	 
	14480
	 	Dixon Landing	 	 	 	 	4	 	 	 	202,885	 
	14490
	 	Kifer Road Industrial Park	 	 	 	 	4	 	 	 	287,300	 
	14510
	 	BayCenter Business Pk Ph III	 	 	 	 	2	 	 	 	116,941	 
	14520
	 	Fidelity Plaza	 	 	 	 	2	 	 	 	76,628	 
	14530
	 	Central Park Plaza	 	 	 	 	6	 	 	 	304,241	 
	14550
	 	Wood Island Office Complex	 	 	 	 	2	 	 	 	76,609	 
	14580
	 	Ravendale at Central	 	 	 	 	2	 	 	 	80,450	 
	14620
	 	The City	 	 	 	 	3	 	 	 	458,949	 
	14670
	 	Emeryville Tower	 	 	 	 	6	 	 	 	1,251,178	 
	14680
	 	Brea Park Centre	 	 	 	 	3	 	 	 	168,072	 
	14690
	 	Bridge Pointe Corp	 	 	 	 	2	 	 	 	372,653	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	14700
	 	The City-3800 Chapman	 	 	 	 	1	 	 	 	157,231	 
	14710
	 	555 Twin Dolphin Plaza	 	 	 	 	1	 	 	 	198,494	 
	14720
	 	Metro Plaza	 	 	 	 	2	 	 	 	416,006	 
	14740
	 	Fountaingrove Center	 	 	 	 	3	 	 	 	161,055	 
	14750
	 	Sierra Point	 	 	 	 	1	 	 	 	99,150	 
	14760
	 	Pasadena Financial	 	 	 	 	1	 	 	 	148,201	 
	14770
	 	Century Square	 	 	 	 	1	 	 	 	205,653	 
	14780
	 	Brea Corporate Plaza	 	 	 	 	1	 	 	 	117,195	 
	14790
	 	Point West Corporate Center	 	 	 	 	2	 	 	 	144,890	 
	14800
	 	3280 E. Foothill Blvd.	 	 	 	 	1	 	 	 	150,951	 
	14810
	 	Gateway Office-Phase III	 	 	 	 	1	 	 	 	123,250	 
	14820
	 	Arboretum Courtyard	 	 	 	 	1	 	 	 	139,103	 
	14830
	 	Lafayette Terrace	 	 	 	 	1	 	 	 	47,392	 
	14840
	 	Brea Financial Commons	 	 	 	 	3	 	 	 	164,489	 
	14850
	 	Sepulveda Center	 	 	 	 	1	 	 	 	171,365	 
	14860
	 	Brea Corporate Place	 	 	 	 	2	 	 	 	328,305	 
	14890
	 	Huntwood Business Center	 	 	 	 	3	 	 	 	176,056	 
	14900
	 	Fremont Commerce Center	 	 	 	 	3	 	 	 	269,983	 
	14910
	 	790 Colorado	 	 	 	 	1	 	 	 	130,811	 
	14920
	 	Tower Seventeen	 	 	 	 	1	 	 	 	230,755	 
	14930
	 	Gateway Oaks IV	 	 	 	 	1	 	 	 	81,876	 
	14940
	 	Nobel Corporate Plaza	 	 	 	 	1	 	 	 	102,686	 
	14950
	 	Pacific Ridge Corporate Ctr	 	 	 	 	1	 	 	 	120,980	 
	14960
	 	San Mateo BayCenter I	 	 	 	 	1	 	 	 	121,224	 
	14970
	 	Treat Towers	 	 	 	 	1	 	 	 	367,313	 
	14980
	 	Johnson Ranch Corporate Ctr	 	 	 	 	5	 	 	 	179,990	 
	15000
	 	Oak Creek	 	 	 	 	2	 	 	 	70,943	 
	15010
	 	Milmont R+D	 	 	 	 	1	 	 	 	64,000	 
	15020
	 	Kato R+D	 	 	 	 	1	 	 	 	74,000	 
	15030
	 	California Circle II	 	 	 	 	3	 	 	 	95,774	 
	15040
	 	East Hills Office Park	 	 	 	 	1	 	 	 	57,245	 
	15050
	 	Stadium Towers Plaza	 	 	 	 	2	 	 	 	262,065	 
	15080
	 	Westridge I	 	 	 	 	1	 	 	 	53,326	 
	15090
	 	Centerpoint Irvine	 	 	 	 	3	 	 	 	67,557	 
	15110
	 	Borregas Avenue	 	 	 	 	1	 	 	 	39,897	 
	15130
	 	Roseville Corporate Ctr Land	 	 	 	 	1	 	 	 	111,411	 
	15150
	 	Park Plaza	 	 	 	 	1	 	 	 	66,761	 
	15160
	 	LaJolla Centre I	 	 	 	 	2	 	 	 	314,034	 
	15200
	 	Douglas Corporate Center	 	 	 	 	2	 	 	 	102,847	 
	15260
	 	Concourse	 	 	 	 	7	 	 	 	897,658	 
	15270
	 	City Tower	 	 	 	 	1	 	 	 	409,412	 
	15280
	 	City Plaza	 	 	 	 	1	 	 	 	324,234	 
	15300
	 	Marina Business Center	 	 	 	 	4	 	 	 	261,512	 
	15310
	 	Cerritos Towne Center	 	 	 	 	5	 	 	 	461,794	 
	15320
	 	2600 Michelson	 	 	 	 	1	 	 	 	307,662	 
	15330
	 	18581 Teller	 	 	 	 	1	 	 	 	86,087	 
	15370
	 	Hayward Business Park	 	 	 	 	8	 	 	 	630,944	 
	15380
	 	Skyport Plaza	 	 	 	 	1	 	 	 	48,000	 
	15390
	 	Metro Center Tower	 	 	 	 	4	 	 	 	712,982	 
	15480
	 	Parkshore Plaza-Phase I	 	 	 	 	2	 	 	 	114,356	 
	15490
	 	San Mateo BayCenter III	 	 	 	 	1	 	 	 	62,029	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	15500
	 	Skyway Landing	 	 	 	 	2	 	 	 	241,694	 
	15520
	 	Parkshore Plaza -Phase II	 	 	 	 	2	 	 	 	155,497	 
	15540
	 	Oakbrook Plaza	 	 	 	 	1	 	 	 	118,843	 
	15560
	 	Towers @ Shores	 	 	 	 	2	 	 	 	335,960	 
	15600
	 	Larksp ur Landing Office Park	 	 	 	 	3	 	 	 	189,289	 
	15610
	 	Drake's Landing	 	 	 	 	3	 	 	 	121,379	 
	15620
	 	The Tower in Westwood	 	 	 	 	1	 	 	 	205,347	 
	15650
	 	Lincoln Exec Ctr II + III Cons	 	 	 	 	3	 	 	 	171,941	 
	15710
	 	Bellevue Gateway I	 	 	 	 	1	 	 	 	111,257	 
	15720
	 	Bellevue Gateway II	 	 	 	 	1	 	 	 	67,047	 
	15730
	 	Main Street Building	 	 	 	 	1	 	 	 	38,729	 
	15790
	 	10700 Building	 	 	 	 	1	 	 	 	60,218	 
	15850
	 	Southgate Office Plaza	 	 	 	 	2	 	 	 	269,175	 
	15860
	 	Plaza Center	 	 	 	 	2	 	 	 	457,591	 
	15870
	 	Gateway 405 Building	 	 	 	 	1	 	 	 	34,505	 
	15880
	 	Eastgate Office Park	 	 	 	 	1	 	 	 	261,059	 
	15890
	 	Lincoln Executive Center	 	 	 	 	2	 	 	 	106,597	 
	15900
	 	Plaza East	 	 	 	 	1	 	 	 	145,339	 
	15910
	 	I-90 Bellevue	 	 	 	 	2	 	 	 	134,235	 
	16000
	 	5550 Macadam Building	 	 	 	 	1	 	 	 	41,360	 
	16020
	 	River Forum I+II	 	 	 	 	1	 	 	 	192,363	 
	16030
	 	4000 Kruse Way Place	 	 	 	 	1	 	 	 	141,448	 
	16040
	 	4004 Kruse Way Place	 	 	 	 	1	 	 	 	58,108	 
	16080
	 	4949 Meadows	 	 	 	 	1	 	 	 	124,737	 
	16100
	 	RiverSide Centre	 	 	 	 	1	 	 	 	100,938	 
	16120
	 	Nimbus Corporate Center	 	 	 	 	16	 	 	 	689,797	 
	16150
	 	One Pacific Square	 	 	 	 	1	 	 	 	228,247	 
	16170
	 	Kruse Way Plaza	 	 	 	 	2	 	 	 	101,366	 
	16180
	 	Kruse Woods	 	 	 	 	4	 	 	 	417,652	 
	16190
	 	4800 Meadows	 	 	 	 	1	 	 	 	74,352	 
	16200
	 	Kruse Oaks	 	 	 	 	1	 	 	 	91,690	 
	16210
	 	Benjam in Franklin Plaza	 	 	 	 	1	 	 	 	271,573	 
	16230
	 	Lincoln Center	 	 	 	 	7	 	 	 	735,429	 
	16240
	 	Bellefield Office Park	 	 	 	 	15	 	 	 	454,443	 
	16320
	 	Skyport Plaza East	 	 	 	 	3	 	 	 	608,663	 
	16450
	 	Waters Edge/Playa Vista JV	 	EQ -Dev -2
 Placed in
 SVC 3Q	 	 	 	 	 	 	243,433	 
	16470
	 	Griffin Towers I (REIT)	 	 	 	 	1	 	 	 	543,416	 
	16490
	 	Army and Navy Club Building	 	 	 	 	1	 	 	 	102,822	 
	16500
	 	Liberty Place	 	 	 	 	1	 	 	 	157,550	 
	16520
	 	San Rafael I	 	 	 	 	2	 	 	 	155,318	 
	16540
	 	Ferry Bldg (FBA)	 	 	 	 	1	 	 	 	243,812	 
	15170_ BU
	 	                Vintage Park-Cons (BU)	 	 	 	 	1	 	 	 	38,839	 
	15255_ BU
	 	             VP-323 Vintage Park Drive	 	 	 	 	1	 	 	 	25,503	 
	15256_ BU
	 	             VP-353 Vintage Park Drive	 	 	 	 	1	 	 	 	28,511	 
	15257_ BU
	 	VP-363 VIntage Park Drive	 	 	 	 	1	 	 	 	25,064	 
	15258_ BU
	 	             VP-373 Vintage Park Drive	 	 	 	 	1	 	 	 	24,814	 
	15259_ BU
	 	             VP-383 Vintage Park Drive	 	 	 	 	1	 	 	 	19,363	 
	16560
	 	Foundry 2 (3721)	 	 	 	 	1	 	 	 	505,480	 
	16590
	 	US Bank Tower	 	 	 	 	1	 	 	 	485,902	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JDE #
	 	Property Name
	 	 	 	Bldg Count
	 	Sq Ft

	16620
	 	3 Bellevue	 	 	 	 	1	 	 	 	472,929	 
	Unconsolidated Joint Ventures	 	 	 	 	 	 	 	 	 	 
	44030
	 	OPOS Equity Method	 	 	 	 	1	 	 	 	382,648	 
	44040
	 	Rowes Wharf Equity Method	 	 	 	 	3	 	 	 	151,644	 
	44140
	 	10+30 S.Wacker-Equity	 	 	 	 	2	 	 	 	1,502,466	 
	44180
	 	Preston Commons -Equity	 	 	 	 	3	 	 	 	209,302	 
	44190
	 	Sterling Plaza -Equity	 	 	 	 	1	 	 	 	151,374	 
	44240
	 	800-900 Concar-Equity	 	 	 	 	2	 	 	 	175,367	 







 









 






SCHEDULE 4.4 (b)




Disclosure of

Additional Material Indebtedness




     1. Drawings under this Agreement.



     2. Drawings under the Existing Revolving Credit Agreement.







 









 




SCHEDULE 4.6




Borrower and EOPT ERISA Plans

and Collective Bargaining Agreements



The employees of EOPT and the Borrower (other than union employees) may
currently participate in a 401(k) Plan.







	 	 	 
	Other benefits for non-union employees include: 	 	 
	 	 	 
	

	 	Health care plan, dental care, vision
care, life insurance and accidental
death and dismemberment plan,
travel/accident insurance, short-term
disability, long-term disability,
employee assistance program, paid time
off days, holidays and direct paycheck
deposit.
	 
	 	 
	With the following plans:
	 	 
	 
	 	 
	

	 	Equity Office Properties Trust Welfare

Benefit Plan Equity Office Properties

Trust Retirement Savings Plan Beacon

Properties Pension Plan
	 
	 	 
	Union employee benefits include:
	 	 
	 
	 	 
	

	 	Sick time, vacation time, personal days,
holidays, direct paycheck deposit,
monthly employer contributions into the
health and welfare trust and pension
fund (which health and welfare trusts
and pension funds are generally Plans,
Multiemployer Plans or Benefit
Arrangements).
	 
	 	 
	With the following plans:
	 	 
	 
	 	 
	

	 	Central Pension Fund of the
International Union of Operating
Engineers
	 
	 	 
	

	 	Service Employees International Union
Local 36 Health and Welfare Plan
	 
	

	 	
 Service
Employees International Union Local 36
Pension Fund
	 
	 	 
	

	 	Stationary Engineers Local 39 Health and
Welfare Trust Fund
 Stationary Engineers
Local 39 Pension Trust Fund









 









 






	 	 	 
	

	 	Local 94-94A-94B Health and Benefit Fund
Local 94-94A-94B Annuity Fund
	 
	 	 
	

	 	Health and Welfare Trust, International
Union of Operating Engineers, Local 399,
Chicago
	 
	 	 
	

	 	Operating Engineers Local 501 Security
Fund Health and Welfare Plan






For employees covered by the following collective bargaining agreements:





Agreement, between Equity Office Properties Management Corp., a Delaware
corporation, and the International Union of Operating Engineers 18S,
effective February 1, 1999 through February 1, 2006.




Agreement, dated as of July 1, 1997, by and between Equity Office Property
Management Corp., Inc., and the International Union of Operating Engineers,
Local 30, AFL-CIO.




Multi-Employer Agreement, dated November 16, 1996, by and between Building
Operators Labor Relations, Inc., and Service Employees International Union,
Local #36, AFL-CIO.




Agreement, by and between Building Owners and Managers Association of San
Fran-cisco, and International Union of Operating Engineers, Stationary Local
No. 39, affiliated with the AFL-CIO, effective September 1, 1998.




1998 Engineer Agreement, between Realty Advisory Board of Labor Relations,
Incorporated, and Local 94-94A-94B International Union of Operating Engineers
AFL-CIO, effective January 1, 1998 to December 31, 2006.




Agreement, between Building Owners and Managers Association of Chicago, and
International Union of Operating Engineers Local 399, AFL-CIO, effective May
18, 1998 through May 20, 2005.




Agreement, by and between the International Union of Operating Engineers, Local
501, and the members listed in Exhibit A of the Building Owners and Managers
Association of Greater Los Angeles, Incorporated, effective January 1, 1996
through October 31, 2006.




Agreement, dated as of February 17, 1996, by and between Premisys Real
Estate Services, Inc., and Local #835 International Union of Operating
Engineers, AFL-CIO.




Agreement with Chicago & Northeast Illinois District Counsel of Carpenters,
Local 13, effective through May, 2005 Agreement with International
Brotherhood of Painters & Allied, Local 14, through May 2006.



 









 





SCHEDULE 5.11(c)(1)


EOPT Investments




EOP-QRS Trust

BeaMetFed, Inc. (80.6% voting shares or .8102% of the overall

ownership)

EOP-Worldwide Plaza, Inc.

EOP-NYCCA, Inc.



 









 





SCHEDULE 5.11(c)(2)


EOPT Investments




EOP-QRS Trust

BeaMetFed, Inc. (80.6% voting shares or .8102% of the overall

ownership)

EOP-Worldwide Plaza, Inc.

EOP-NYCCA, Inc.



 









 





SCHEDULE 5.11(c)(3)




FINANCING PARTNERSHIPS OWNED BY EOP-QRS TRUST




	 	 	 	 	 	 	 
	Properties in which EOP-QRS Trust is a 1% Limited Partner:	 	 
	 	 	 	 	 	 	 
	 	 	PA-1601 Market Street Limited Partnership, a Delaware limited partnership
	

	 	 	 	(1601 Market Street, Philadelphia, Pennsylvania)	 	 
	 	 	 	 	 	 	 
	Properties in which EOP-QRS Trust is a 0.1% General Partner or Managing Member:	 	 
	 	 	 	 	 	 	 
	 	 	DC-1627 Eye Street Limited Partnership, a Delaware limited partnership
	

	 	 	 	(Army/Navy Building, Washington, D.C.)	 	 
	 	 	OR-5550 Macadam Building Limited Partnership, a Delaware limited partnership
	

	 	 	 	(5550 Macadam Building, Portland, Oregon)	 	 
	 	 	OR-BF Plaza Limited Partnership, a Delaware limited partnership
	

	 	 	 	(Benjamin Franklin Plaza, Portland, Oregon)	 	 
	 	 	OH-Community Corporate Center Limited Partnership, a Delaware limited partnership
	

	 	 	 	(Community Corporate Center, Columbus, Ohio)	 	 
	 	 	OH-One Crosswoods Limited Partnership, a Delaware limited partnership
	

	 	 	 	(One Crosswoods Center, Columbus, Ohio)	 	 
	 	 	DC-One Lafayette Limited Partnership, a Delaware limited partnership
	

	 	 	 	(One Lafayette, Washington, D.C.)	 	 
	 	 	DC-Two Lafayette Limited Partnership, a Delaware limited partnership
	

	 	 	 	(Two Lafayette, Washington, D.C.)	 	 
	 	 	DC-Three Lafayette Limited Partnership, a Delaware limited partnership
	

	 	 	 	(Three Lafayette, Washington, D.C.)	 	 
	 	 	OR-River Forum Limited Partnership, a Delaware limited partnership
	

	 	 	 	(River Forum I & II, Portland, Oregon)	 	 
	 	 	OR-Riverside Portland Limited Partnership
	

	 	 	 	(Riverside Centre, Portland, Oregon)	 	 
	 	 	OR-One Pacific Square Limited Partnership
	

	 	 	 	(Pacific Square, Portland, Oregon)	 	 
	 	 	LA-Lakeway I, L.L.C., a Delaware limited liability company
	

	 	 	 	(Lakeway Center I, Metairie, Louisiana)	 	 
	 	 	LA-Lakeway II, L.L.C., a Delaware limited liability company
	

	 	 	 	(Lakeway Center II, Metairie, Louisiana)	 	 
	 	 	LA-Lakeway III, L.L.C., a Delaware limited liability company
	

	 	 	 	(Lakeway Center III, Metairie, Louisiana)	 	 








 










 





EXHIBIT A




NOTE




Chicago, Illinois




July 29, 2004




          For value received, EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership (the “Borrower”), promises to pay to the order of
                                                          (the “Bank”) the unpaid principal amount of each Loan made
by the Bank to the Borrower pursuant to the Credit Agreement referred to below
on the maturity date provided for in the Credit Agreement). The Borrower
further promises to pay interest on the unpaid principal amount of each such
Loan from the date advanced until such principal amount is paid in full on the
dates and at the rate or rates provided for in the Credit Agreement. All such
payments of principal and interest shall be made in lawful money of the United
States in Federal or other immediately available funds to Citicorp North
America, Inc., for the account of the Bank, pursuant to the following wire
transfer instructions:


Citibank, N.A.

ABA#021-00-0089

Acct#36852248

REF: Agency Medium Term Finance



          All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.



          This note is one of the Notes referred to in, and is executed and
delivered pursuant to and subject to all of the terms of, the Revolving Credit
Agreement, dated as of July 29, 2004, among the Borrower, the banks listed on
the signature pages thereof, UBS Securities LLC, Morgan Stanley Senior Funding,
Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint
Bookrunners, Citicorp North America, Inc., as Administrative Agent, Morgan
Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG, Stamford
Branch, as Documentation Agent (as the same may be amended from time to time,
the “Credit Agreement”). Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Credit Agreement. The
terms and conditions of the Credit Agreement are hereby incorporated in their
entirety by reference as though fully set forth herein. Upon the occurrence of
certain Events



 









 





of Default as more particularly described in the Credit Agreement, the unpaid
principal amount evidenced by this Note shall become, and upon the occurrence
and during the continuance of certain other Events of Default, such unpaid
principal amount may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.




          Demand, presentment, diligence, protest and notice of nonpayment are
hereby waived by the Borrower.



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



[SIGNATURE PAGE FOLLOWS]




 









 





	 	 	 	 	 	 	 
	 	 	EOP OPERATING LIMITED PARTNERSHIP,
	 	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Equity Office Properties Trust, a Maryland real estate investment trust,
its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	 


	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:







Signature Page to Note from EOP Operating Limited Partnership in favor of
                                                         .




 









 





Note (cont’d)




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount of	 	Type of	 	Principal	 	Maturity	 	Notation
	Date
	 	Loan
	 	Loan
	 	Repaid
	 	Date
	 	Made By

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	








 









 





EXHIBIT A-1




NOTE




Chicago, Illinois




________, 2003




     For value received, EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership (the “Borrower”), promises to pay to the order of                                                           (the
“Bank”) the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the maturity
date provided for in the Credit Agreement). The Borrower further promises to
pay interest on the unpaid principal amount of each such Loan from the date
advanced until such principal amount is paid in full on the dates and at the
rate or rates provided for in the Credit Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds to Citicorp North America, Inc.,
for the account of the Bank, pursuant to the following wire transfer
instructions:


Citibank, N.A.

ABA#021-00-0089

Acct#36852248

REF: Agency Medium Term Finance

Attn:



          All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.



          This note is one of the Designated Lender Notes referred to in, and is
executed and delivered pursuant to and subject to all of the terms of, the
Revolving Credit Agreement, dated as of July 29, 2004, among the Borrower, the
banks listed on the signature pages thereof, UBS Securities LLC, Morgan Stanley
Senior Funding, Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers
and Joint Bookrunners, Citicorp North America, Inc., as Administrative Agent,
Morgan Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG, Stamford
Branch, as Documentation Agent(as the same may be amended from time to time,
the “Credit Agreement”). Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Credit Agreement. The
terms and conditions of the Credit Agreement are



 









 





hereby incorporated in their entirety by reference as though fully set forth
herein. Upon the occurrence of certain Events of Default as more particularly described in
the Credit Agreement, the unpaid principal amount evidenced by this Note shall
become, and upon the occurrence and during the continuance of certain other
Events of Default, such unpaid principal amount may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.




          Demand, presentment, diligence, protest and notice of nonpayment are
hereby waived by the Borrower.



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



[SIGNATURE PAGE FOLLOWS]




 









 





	 	 	 	 	 	 	 
	 	 	EOP OPERATING LIMITED PARTNERSHIP,
	 	 	a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Equity Office Properties Trust, a Maryland real estate investment trust,
its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	 


	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:







 









 





Note (cont’d)




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount of	 	Type of	 	Principal	 	Maturity	 	Notation
	Date
	 	Loan
	 	Loan
	 	Repaid
	 	Date
	 	Made By

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 	 	 	 	 
	








 









 





EXHIBIT B




Form of Money Market Quote Request




[Date]




	 	 	 
	To:

	 	[ ] (the “Administrative Agent”)
	 
	 	 
	From:

	 	EOP Operating Limited Partnership
	 
	 	 
	Re:

	 	Revolving Credit Agreement dated as of July 29, 2004, among the Borrower, the
banks listed on the signature pages thereof, UBS Securities LLC, Morgan Stanley
Senior Funding, Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers
and Joint Bookrunners, Citicorp North America, Inc., as Administrative Agent,
Morgan Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG,
Stamford Branch, as Documentation Agent (as the same may be amended from
time to time, the “Credit Agreement”).







          We
hereby give notice pursuant to Section 2.4 of the Credit Agreement that
we request Money Market Quotes for the following proposed Money Market
Borrowing(s):



Date of Borrowing:                                                          




	 	 	 
	Principal Amount*
	 	Interest Period**

	$
	 	 







          Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the Interbank Offered Rate.]



          Money Market Loans in the amount of $                                                          are currently outstanding.



[SIGNATURE PAGE FOLLOWS]










	*	 	Amount must be $5,000,000 or a larger multiple of $100,000, with
all outstanding Money Market Loans not to exceed $350,000,000.
	 
	**	 	Not less than 30 days (LIBOR Auction) or not less than 14 days
(Absolute Rate Auction), subject to the provisions of the definition of
Interest Period.





 









 





Terms used herein have the meanings assigned to them in the Credit Agreement.




	 	 	 	 	 
	 	 	EOP OPERATING LIMITED PARTNERSHIP,
	 	 	a Delaware limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	Equity Office Properties Trust, a Maryland real estate investment trust,

its general partner
	

	 	By:
	 	 


	

	 	 	 	Name:
	

	 	 	 	Title:







 









 





EXHIBIT C




Form of Invitation for Money Market Quotes




	 	 	 
	To:

	 	[Name of Bank]
	 
	 	 
	Re:

	 	Invitation for Money Market Quotes to EOP Operating Limited Partnership (the
“Borrower”)







          Pursuant to Section 2.4 of the Revolving Credit Agreement, dated as of
July 29, 2004, among the Borrower, the banks listed on the signature pages
thereof, UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and Citigroup
Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, Citicorp
North America, Inc., as Administrative Agent, Morgan Stanley Senior Funding,
Inc., as Syndication Agent, and UBS AG, Stamford Branch, as Documentation Agent
(as the same may be amended from time to time, the “Credit Agreement”), we are
pleased on behalf of the Borrower to invite you to submit Money Market Quotes
to the Borrower for the following proposed Money Market Borrowing(s):



Date of Borrowing:                                       




	 	 	 
	Principal Amount
	 	Interest Period

	$
	 	 







          Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the Interbank Offered Rate.]



          Please respond to this invitation by no later than [3:00 P.M.] [10:30 A.M.] (New
York, New York time) on [date].



	 	 	 	 	 
	 	 	[ ],
	 	 	as Administrative Agent
	 
	 	 	 	 
	

	 	By:
	 	 


	

	 	 	 	Authorized Officer







 









 





EXHIBIT D




Form of Money Market Quote




	 	 	 
	To:

	 	[ ], as Administrative Agent
	 
	 	 
	Re:

	 	Money Market Quote to EOP Operating Limited Partnership (the “Borrower”)







          In response to your invitation on behalf of the Borrower dated
                                      , 200_, we hereby make the following Money Market Quote on the
following terms:




	1.	 	Quoting Bank:                                                          
	 
	2.	 	Person to contact at Quoting Bank:                                                          
	 
	3.	 	Date of Borrowing:                                        *
	 
	4.	 	We hereby offer to make Money Market Loan(s) in the following
principal amounts, for the following Interest Periods and at the
following rates:





	 	 	 	 	 
	Principal	 	Interest	 	Money Market
	Amount**
	 	Period***
	 	[Margin****] [Absolute Rate*****]

	$
	 	 	 	 
	 
	$
	 	 	 	 








[Provided, that the aggregate principal amount of Money Market Loans for
which the above offers may be accepted shall not exceed $                                      .]**




          We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Revolving Credit
Agreement, dated as of July 29, 2004, among the Borrower, the banks listed on
the signature pages thereof, UBS Securities LLC, Morgan Stanley Senior
Funding, Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Bookrunners, Citicorp North America, Inc., as Administrative Agent,
Morgan Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG,
Stamford Branch, as Documentation Agent (as the same may be amended from time
to time, the “Credit Agreement”), irrevocably obligates us to make the Money
Market Loan(s) for which any offer(s) are accepted, in whole or in part.



 









 





	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[NAME OF BANK]
	 
	 	 	 	 
	Dated:                                       

	 	By:
	 	 


	

	 	 	 	Authorized Officer













	*	 	As specified in the related Invitation.
	 
	**	 	Principal amount bid for each Interest Period may not exceed
principal amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the amount the Bank is willing to lend. Bids must be made
for $5,000,000 or a larger multiple of $100,000.
	 
	***	 	Not less than 14 days, as specified in the related Invitation. No
more than five bids are permitted for each Interest Period.
	 
	****	 	Margin over or under the Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000
of 1%) and specify whether “PLUS” or “MINUS”.
	 
	*****	 	Specify rate of interest per annum (to the nearest 1/10,000th of
1%).





 









 





EXHIBIT E




TRANSFER SUPPLEMENT




          TRANSFER SUPPLEMENT (this “Transfer Supplement”) dated as of
                   , 200_, between                                        (the “Assignor”) and
                                       having an address at                                        (the “Purchasing
Bank”).



W I T N E S S E T H:




          WHEREAS, the Assignor has made loans to EOP Operating Limited Partnership,
a Delaware limited partnership (the “Borrower”), pursuant to the Revolving
Credit Agreement, dated as of July 29, 2004, among the Borrower, the banks
listed on the signature pages thereof, UBS Securities LLC, Morgan Stanley
Senior Funding, Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers
and Joint Bookrunners, Citicorp North America, Inc., as Administrative Agent,
Morgan Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG, Stamford
Branch, as Documentation Agent (as the same may be amended from time to time,
the “Credit Agreement”). All capitalized terms used and not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement;



          WHEREAS, the Purchasing Bank desires to purchase and assume from the
Assignor, and the Assignor desires to sell and assign to the Purchasing Bank,
certain rights, title, interest and obligations under the Credit Agreement;



          NOW, THEREFORE, IT IS AGREED:



          1. In consideration of the amount set forth in the receipt (the “Receipt”)
given by Assignor to Purchasing Bank of even date herewith, and transferred by
wire to Assignor, the Assignor hereby assigns and sells, without recourse,
representation or warranty except as specifically set forth herein, to the
Purchasing Bank, and the Purchasing Bank hereby purchases and assumes from the
Assignor, a                    % interest (the “Purchased Interest”) of the Loans constituting a
portion of the Assignor’s rights and obligations under the Credit Agreement as
of the Effective Date (as defined below) including, without limitation, such
percentage interest of the Assignor in any Loans owing to the Assignor, any Note held by the Assignor, any Loan
Commitment of the Assignor and any other interest of the Assignor under any of
the Loan Documents.



          2. The Assignor: (i) represents and warrants that as of the date hereof
the aggregate outstanding principal amount of its share of the Loans owing to
it (without giving effect to assignments thereof which have not yet become
effective) is $                   ; (ii) represents and warrants that it is the legal and
beneficial owner of the interests being assigned by it hereunder and that such
interests are free and clear of any adverse claim; (iii) represents and
warrants that it has not received any notice of Default or Event of Default
from the Borrower; (iv) represents and warrants that is has full power and
authority to execute and deliver, and



 









 




perform under, this Transfer Supplement, and all necessary corporate and/or
partnership action has been taken to authorize, and all approvals and consents
have been obtained for, the execution, delivery and performance thereof; (v)
represents and warrants that this Transfer Supplement constitutes its legal,
valid and binding obligation enforceable in accordance with its terms; (vi)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations (or the truthfulness or
accuracy thereof) made in or in connection with the Credit Agreement, or the
other Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, or the other Loan
Documents or any other instrument or document furnished pursuant thereto; and
(vii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement
or the other Loan Documents or any other instrument or document furnished
pursuant thereto. Except as specifically set forth in this Paragraph 2, this
assignment shall be without recourse to Assignor.




          3. The Purchasing Bank: (i) confirms that it has received a copy of the
Credit Agreement, and the other Loan Documents, together with such financial
statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Transfer Supplement and to become a party to the Credit Agreement, and has not
relied on any statements made by Assignor; (ii) agrees that it will,
independently and without reliance upon any of the Administrative Agent, the
Co-Documentation Agent, the Syndication Agent, the Assignor or any other Bank
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own appraisal of and investigation into the
business, operations, property, prospects, financial and other conditions and
creditworthiness of the Borrower and will make its own credit analysis,
appraisals and decisions in taking or not taking action under the Credit
Agreement, and the other Loan Documents; (iii) appoints and authorizes the
Administrative Agent, the Co-Documentation Agents and the Syndication Agent to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement, and the other Loan Documents as are delegated to such agents
by the terms thereof, together with such powers as are incidental thereto; (iv)
agrees that it will be bound by and perform in accordance with their terms all
of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (v) specifies as
its addresses for notices, its Domestic Lending Office and its Eurodollar
Lending office, the addresses and offices set forth beneath its name on the
signature page hereof; (vi) represents and warrants that it has full power and
authority to execute and deliver, and perform under, this Transfer Supplement,
and all necessary corporate and/or partnership action has been taken to
authorize, and all approvals and consents have been obtained for, the
execution, delivery and performance thereof; (vii) represents and warrants that
this Transfer Supplement constitutes its legal, valid and binding obligation
enforceable in accordance with its terms; and (viii) represents and warrants
that the interest being assigned hereunder is being acquired by it for its own
account, for investment purposes only and not with a view to the public
distribution thereof and without any present intention of its resale in either
case that would be in violation of applicable securities laws.



 









 





          4. This Transfer Supplement shall be effective on the date (the “Effective
Date”) on which all of the following have occurred: (i) it shall have been
executed and delivered by the parties hereto; (ii) copies hereof shall have
been delivered to the Administrative Agent and the Borrower; (iii) the
Purchasing Bank shall have received an original Note; and (iv) the Purchasing
Bank shall have paid to the Assignor the agreed purchase price as set forth in
the Receipt.



          5. On and after the Effective Date, (i) the Purchasing Bank shall be a
party to the Credit Agreement and, to the extent provided in this Transfer
Supplement, have the rights and obligations of a Bank thereunder and be
entitled to the benefits and rights of the Banks thereunder and (ii) the
Assignor shall, to the extent provided in this Transfer Supplement as to the
Purchased Interest, relinquish its rights and be released from its obligations
under the Credit Agreement.



          6. From and after the Effective Date, the Assignor shall cause the
Administrative Agent to make all payments under the Credit Agreement, and the
Notes in respect of the Purchased Interest assigned hereby (including, without
limitation, all payments of principal, fees and interest with respect thereto
and any amounts accrued but not paid prior to such date) to the Purchasing
Bank.



          7. This Transfer Supplement may be executed in any number of counterparts
which, when taken together, shall be deemed to constitute one and the same
instrument.



          8. Assignor hereby represents and warrants to Purchasing Bank that it has
made all payments demanded to date by Citicorp North America, Inc., as
Administrative Agent in connection with the Assignor’s Pro Rata Share of the
obligation to reimburse the Agent for its expenses and made all Loans required.
In the event Citicorp North America, Inc., as Administrative Agent, shall
demand reimbursement for fees and expenses from Purchasing Bank for any period
prior to the Effective Date, Assignor hereby agrees to promptly pay Citicorp
North America, Inc., as Administrative Agent, such sums directly, subject,
however, to Paragraph 12 hereof.



          9. Assignor will, at the cost of Assignor, and without expense to
Purchasing Bank, do, execute, acknowledge and deliver all and every such
further acts, deeds, conveyances, assignments, notices of assignments,
transfers and assurances as Purchasing Bank shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring
and confirming unto Purchasing Bank the property and rights hereby given,
granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, assigned
and/or intended now or hereafter so to be, on which Assignor may be or may
hereafter become bound to convey or assign to Purchasing Bank, or for carrying
out the intention or facilitating the performance of the terms of this
Agreement or for filing, registering or recording this Agreement.



          10. The parties agree that no broker or finder was instrumental in
bringing about this transaction. Each party shall indemnify, defend the other
and hold the other free and



 









 




harmless from and against any damages, costs or expenses (including, but not
limited to, reasonable attorneys’ fees and disbursements) suffered by such
party arising from claims by any broker or finder that such broker or finder
has dealt with said party in connection with this transaction.




          11. Subject to the provisions of Paragraph 12 hereof, if, with respect to
the Purchased Interest only, Assignor shall on or after the Effective Date
receive (a) any cash, note, securities, property, obligations or other
consideration in respect of or relating to the Loan or the Loan Documents or
issued in substitution or replacement of the Loan or the Loan Documents, (b)
any cash or non-cash consideration in any form whatsoever distributed, paid or
issued in any bankruptcy proceeding in connection with the Loan or the Loan
Documents or (c) any other distribution (whether by means of repayment,
redemption, realization of security or otherwise), Assignor shall accept the
same as Purchasing Bank’s agent and hold the same in trust on behalf of and for
the benefit of Purchasing Bank, and shall deliver the same forthwith to
Purchasing Bank in the same form received, with the endorsement (without
recourse) of Assignor when necessary or appropriate. If the Assignor shall fail
to deliver any funds received by it within the same Business Day of receipt,
unless such funds are received by Assignor after 4:00 p.m., Eastern Standard
Time, then the following Business Day after receipt, said funds shall accrue
interest at the Federal Funds Rate and in addition to promptly remitting said
amount, Assignor shall remit such interest from the date received to the date
such amount is remitted to the Purchasing Bank.



          12. Assignor and Purchasing Bank each hereby agree to indemnify and hold
harmless the other, each of its directors and each of its officers in
connection with any claim or cause of action based on any matter or claim based
on the acts of either while acting as a Bank under the Credit Agreement.
Promptly after receipt by the indemnified party under this Section of notice of
the commencement of any action, such indemnified party shall notify the
indemnifying party in writing of the commencement thereof. If any such action
is brought against any indemnified party and that party notifies the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party, and after receipt of
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to
such indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof. In no event shall the indemnified party settle or consent to a
settlement of such cause of action or claim without the consent of the
indemnifying party.



          13. THIS TRANSFER SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.



 









 





          14. On or promptly after the Effective Date, Borrower, Administrative
Agent, Assignor and Purchasing Bank shall make appropriate arrangements so that
a Note executed by Borrower, dated the Effective Date is issued to Purchasing
Bank.



          [15. On or before the Effective Date, Purchasing Bank shall comply with the
provisions of Section 8.4(d) of the Credit Agreement.] [Include only if Purchasing Bank is a
foreign institution.]



	 	 	 	 	 
	 	 	[Purchasing Bank]
	 
	 	 	 	 
	

	 	By:
	 	 


	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	Notice Address:
	 	 	Domestic Lending Office:
	 	 	Eurodollar Lending Office:
	 
	 	 	 	 
	 	 	[Assignor]
	 
	 	 	 	 
	

	 	By:
	 	 


	

	 	 	 	Name:
	

	 	 	 	Title:







	 	 	 
	Receipt Acknowledged this
	____ day of _________, 200_:
	 
	 	 
	CITICORP NORTH AMERICA, INC., as Administrative Agent
	 
	 	 
	By:

	 	 


	

	 	Name:
	

	 	Title:







 









 





EXHIBIT F




NOTICE ADDRESSES




	 	 	 
	Borrower:

	 	Administrative
Agent:

	Two North Riverside Plaza
	 	 
	Suite 2100 
	 	 
	Chicago, Illinois 60606 
	 	 
	Attn: Chief Financial Officer
	 	 
	Facsimile: (312) 559-5008
	 	 
	 
	 	 
	Syndication Agent:
	 	 
	 
	 	 
	Documentation Agent
	 	 







 









 





EXHIBIT G




FORM OF DESIGNATION AGREEMENT




Dated _____________, 200_




     Reference is made to that certain Revolving Credit Agreement, dated as of
July 29, 2004, among the EOP Operating Limited Partnership, the banks listed on
the signature pages thereof, UBS Securities LLC, Morgan Stanley Senior Funding,
Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint
Bookrunners, Citicorp North America, Inc., as Administrative Agent, Morgan
Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG, Stamford
Branch, as Documentation Agent (as the same may be amended from time to time,
the “Credit Agreement”). Terms defined in the Credit Agreement are used herein
with the same meaning.



     [NAME OF DESIGNOR] (the “Designor”), [NAME OF DESIGNEE] (the “Designee”),
and the Administrative Agent agree as follows:



     1. The Designor hereby designates the Designee, and the Designee hereby
accepts such designation, to have a right to make Money Market Loans pursuant
to Article III of the Credit Agreement. Any assignment by Designor to
Designee of its rights to make a Money Market Loan pursuant to such Article III
shall be effective at the time of the funding of such Money Market Loan and not
before such time.



     2. Except as set forth in Section 7 below, the Designor makes no
representation or warranty and assumes no responsibility pursuant to this
Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Loan Document or any other instrument and document furnished
pursuant thereto and (b) the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under any
Loan Document or any other instrument or document furnished pursuant thereto.



     3. The Designee (a) confirms that it has received a copy of each Loan
Document, together with copies of the financial statements referred to in
Articles IV and V of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Designation Agreement; (b) agrees that it will
independently and without reliance upon the Administrative Agent, the Designor
or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under any Loan Document; (c) confirms that it is a Designated
Lender; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
any Loan Document as are delegated to the Administrative Agent by the terms
thereof,



 









 




together with such powers and discretion as are reasonably incidental thereto;
and (e) agrees to be bound by each and every provision of each Loan Document
and further agrees that it will perform in accordance with their terms all of
the obligations which by the terms of any Loan Document are required to be
performed by it as a Bank.




     4. The Designee hereby appoints Designor as Designee’s agent and attorney
in fact, and grants to Designor an irrevocable power of attorney, to receive
payments made for the benefit of Designee under the Credit Agreement, to
deliver and receive all communications and notices under the Credit Agreement
and other Loan Documents and to exercise on Designee’s behalf all rights to
vote and to grant and make approvals, waivers, consents of amendments to or
under the Credit Agreement or other Loan Documents. Any document executed by
the Designor on the Designee’s behalf in connection with the Credit Agreement
or other Loan Documents shall be binding on the Designee. The Borrower, the
Administrative Agent and each of the Banks may rely on and are beneficiaries of
the preceding provisions.



     5. Following the execution of this Designation Agreement by the Designor
and its Designee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date for
this Designation Agreement (the “Effective Date”) shall be the date of
acceptance hereof by the Administrative Agent, unless otherwise specified on
the signature page thereto.



     6. The Administrative Agent hereby agrees that it will not institute
against any Designated Lender or join any other Person in instituting against
any Designated Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any federal or state bankruptcy or similar law,
until the later to occur of (i) one year and one day after the payment in full
of the latest maturing commercial paper note issued by such Designated Lender
and (ii) the Maturity Date.



     7. The Designor unconditionally agrees to pay or reimburse the Designee
and save the Designee harmless against all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed or asserted by any of the
parties to the Loan Documents against the Designee, in its capacity as such, in
any way relating to or arising out of this Agreement or any other Loan
Documents or any action taken or omitted by the Designee hereunder or
thereunder, provided that the Designor shall not be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements if the same results from the Designee’s
gross negligence or willful misconduct.



     8. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, the Designee shall be a party to the Credit Agreement with
a right (subject to the provisions of Section 2.4(b)) to make Money Market
Loans as a Bank pursuant to Section 2.4 of the Credit Agreement and the rights
and obligations of a Bank related thereto; provided, however, that the Designee
shall not be required to make payments with respect to such obligations except
to the extent of excess cash flow of such Designee which is not otherwise



 









 




required to repay obligations of such Designated Lender which are then due and
payable. Notwithstanding the foregoing, the Designor, as administrative agent
for the Designee, shall be and remain obligated to the Borrower, the Agents and
the Banks for each and every of the obligations of the Designee and its
Designor with respect to the Credit Agreement, including, without limitation,
any indemnification obligations under Section 7.6 of the Credit Agreement and
any sums otherwise payable to the Borrower by the Designee.




     9. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.



     10. This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Designation Agreement.



 









 





     IN WITNESS WHEREOF, the Designor and the Designee, intending to be legally
bound, have caused this Designation Agreement to be executed by their officers
thereunto duly authorized as of the date first above written.



Effective Date:




	 	 	 	 	 
	 	 	                                                         , 200_
	 
	 	 	 	 
	 	 	[NAME OF DESIGNOR], as Designor
	 
	 	 	 	 
	 	 	By:                                                          
	 	 	Title:                                                         
	 
	 	 	 	 
	 	 	[NAME OF DESIGNEE] as Designee
	 
	 	 	 	 
	 	 	By:                                                          
	 	 	Title:                                                         
	 
	 	 	Applicable Lending Office (and address for notices):
	 
	

	 	 	 	[ADDRESS]







Accepted this                    day

of                    , 200_



CITICORP NORTH AMERICA,
INC.
as Administrative Agent



By:                                                          

Title:                                                         



 









 





EXHIBIT H




MANDATORY PREPAYMENT NOTICE




[Date]




	 	 	 
	To:

	 	Citicorp North America, Inc. (the “Administrative Agent”)
	 
	 	 
	From:

	 	EOP Operating Limited Partnership (the “Borrower”)
	 
	 	 
	Re:

	 	Proceeds Prepayments







          Reference is hereby made to that certain Revolving Credit Agreement
dated as of July 29, 2004, among the Borrower, the banks listed on the
signature pages thereof, UBS Securities LLC, Morgan Stanley Senior Funding, Inc.
and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint
Bookrunners, Citicorp North America, Inc., as Administrative Agent, Morgan
Stanley Senior Funding, Inc., as Syndication Agent, and UBS AG, Stamford
Branch, as Documentation Agent (as the same may be amended from time to
time, the “Credit Agreement”). All capitalized terms used but not otherwise
defined herein shall have the meaning assigned to them in the Credit
Agreement.



          We hereby give notice and certify that on [Date] [Borrower/EOPT]
received [$                                      ] in [Net Offering Proceeds in the form of cash
(other than drawings under the Credit Agreement or the Existing Facility
or proceeds received within ninety (90) days after the redemption,
retirement or repurchase of ownership or equity interests in Borrower or
Guarantor, up to the amount paid by Borrower or Guarantor in connection
with such redemption, retirement or repurchase, where, for the avoidance
of doubt, the net effect is that neither Borrower nor Guarantor shall have
increased its Net Worth as a result of any such proceeds)] [proceeds,
dividends or distributions relating to the sale or disposition of our
interests in material Property or other assets (including, but not limited
to, Joint Venture Interests and equity interests in Subsidiaries)] as more
particularly described on Schedule A, attached hereto and hereby made a
part hereof. Pursuant to Section 2.11([c] [d]) of the Credit Agreement, we
shall repay the Loans in the amount of $[                                      ] on [the date the
next LIBOR tranche expires] and effective as of the date hereof, the
Commitments shall be reduced on a pro rata basis by [$                                      ].



	 	 	 	 	 	 	 
	 	 	EOP OPERATING LIMITED
PARTNERSHIP,
a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Equity Office
Properties Trust,
 a Maryland real estate investment trust,

its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	 


	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:








 










 





GUARANTY OF PAYMENT




          GUARANTY OF PAYMENT, made as of July 29, 2004 (this “Guaranty”), between
EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust, having
an address at Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606
(“Guarantor”), and CITICORP NORTH AMERICA, INC., as administrative agent (the
“Administrative Agent”) for the banks (the “Banks”) listed on the signature
pages of the Revolving Credit Agreement, dated as of July 29, 2004, among EOP
Operating Limited Partnership (“Borrower”), the banks listed on the signature
pages thereof, UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and
Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners,
Citicorp North America, Inc., as Administrative Agent, Morgan Stanley Senior
Funding, Inc., as Syndication Agent, and UBS AG Stamford Branch, as
Documentation Agent (as the same may be amended from time to time, the “Credit
Agreement”).



W I T N E S S E T H:




          WHEREAS, the Banks have agreed to make loans to Borrower in the aggregate
principal amount not to exceed Five Hundred Million Dollars ($500,000,000)
(hereinafter collectively referred to as the “Loans”);



          WHEREAS, the Loans are evidenced by certain promissory notes (the “Notes”)
of Borrower made to each of the Banks in accordance with the terms of the
Credit Agreement;



          WHEREAS, the Credit Agreement and the Notes and any other documents
executed in connection therewith are hereinafter collectively referred to as
the “Loan Documents”;



          WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Credit Agreement;



          WHEREAS, Guarantor is the sole general partner of Borrower; and



          WHEREAS, as a condition to the execution and delivery of the Loan
Documents, the Banks have required that Guarantor execute and deliver this
Guaranty; and



          NOW THEREFORE, in consideration of the premises and the benefits to be
derived from the making of the Loans by the Banks to Borrower, and in order to
induce the Administrative Agent, the Syndication Agent, the Documentation
Agent, and the Banks to enter into the Credit Agreement and the other Loan
Documents, the Guarantor hereby agrees as follows:



          1. Guarantor, on behalf of itself and its successors and assigns, hereby
irrevocably, absolutely and unconditionally guarantees the full and punctual
payment when due, whether at stated maturity or otherwise, of all Obligations
of Borrower now or hereafter existing



 









 





under the Notes and the Credit Agreement, for principal and/or interest as well
as any and all other amounts due thereunder, including, without limitation, all
indemnity obligations of Borrower thereunder, and any and all reasonable costs
and expenses (including, without limitation, reasonable attorneys’ fees and
disbursements) incurred by the Administrative Agent, the Syndication Agent, the
Documentation Agent, or the Banks in enforcing their rights under this Guaranty
(all of the foregoing obligations being the “Guaranteed Obligations”).




          2. It is agreed that the Guaranteed Obligations of Guarantor hereunder are
primary and this Guaranty shall be enforceable against Guarantor and its
successors and assigns without the necessity for any suit or proceeding of any
kind or nature whatsoever brought by the Administrative Agent or any of the
Banks against Borrower or its respective successors or assigns or any other
party or against any security for the payment and performance of the Guaranteed
Obligations and without the necessity of any notice of non-payment or
non-observance or of any notice of acceptance of this Guaranty or of any notice
or demand to which Guarantor might otherwise be entitled (including, without
limitation, diligence, presentment, notice of maturity, extension of time,
change in nature or form of the Guaranteed Obligations, acceptance of further
security, release of further security, imposition or agreement arrived at as to
the amount of or the terms of the Guaranteed Obligations, notice of adverse
change in Borrower’s financial condition and any other fact which might
materially increase the risk to Guarantor), all of which Guarantor hereby
expressly waives; and Guarantor hereby expressly agrees that the validity of
this Guaranty and the obligations of Guarantor hereunder shall in no way be
terminated, affected, diminished, modified or impaired by reason of the
assertion of or the failure to assert by the Administrative Agent or any of the
Banks against Borrower or its respective successors or assigns, any of the
rights or remedies reserved to the Administrative Agent or any of the Banks
pursuant to the provisions of the Loan Documents. Guarantor agrees that any
notice or directive given at any time to the Administrative Agent or any of the
Banks which is inconsistent with the waiver in the immediately preceding
sentence shall be void and may be ignored by the Administrative Agent and the
Banks, and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty,
unless the Administrative Agent has specifically agreed otherwise in a writing,
signed by a duly authorized officer. Guarantor specifically acknowledges and
agrees that the foregoing waivers are of the essence of this transaction and
that, but for this Guaranty and such waivers, the Administrative Agent and the
Banks would have declined to execute and deliver the Loan Documents.



          3. Guarantor waives, and covenants and agrees that it will not at any time
insist upon, plead or in any manner whatsoever claim or take the benefit or
advantage of, any and all appraisal, valuation, stay, extension,
marshalling-of-assets or redemption laws, or right of homestead or exemption,
whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the
performance by Guarantor of its obligations under, or the enforcement by the
Administrative Agent or any of the Banks of, this Guaranty. Guarantor further
covenants and agrees not to set up or claim any defense, counterclaim, offset,
setoff or



2









 




other objection of any kind to any action, suit or proceeding in law, equity or
otherwise, or to any demand or claim that may be instituted or made by the
Administrative Agent or any of the Banks other than the defense of the actual
timely payment and performance by Borrower of the Guaranteed Obligations
hereunder; provided, however, that the foregoing shall not be deemed a waiver
of Guarantor’s right to assert any compulsory counterclaim, if such
counterclaim is compelled under local law or rule of procedure, nor shall the
foregoing be deemed a waiver of Guarantor’s right to assert any claim which
would constitute a defense, setoff, counterclaim or crossclaim of any nature
whatsoever against Administrative Agent or any Bank in any separate action or
proceeding. Guarantor represents, warrants and agrees that, as of the date
hereof, its obligations under this Guaranty are not subject to any
counterclaims, offsets or defenses against the Administrative Agent or any Bank
of any kind.




          4. The provisions of this Guaranty are for the benefit of the
Administrative Agent, the Syndication Agent, the Documentation Agent, and the
Banks and their successors and permitted assigns, and nothing herein contained
shall impair as between Borrower and the Administrative Agent, the Syndication
Agent, the Documentation Agent, and the Banks the obligations of Borrower under
the Loan Documents.



          5. This Guaranty shall be a continuing, unconditional and absolute
guaranty and the liability of Guarantor hereunder shall in no way be
terminated, affected, modified, impaired or diminished by reason of the
happening, from time to time, of any of the following, although without notice
or the further consent of Guarantor:




     (a) any assignment, amendment, modification or waiver of or change in any
of the terms, covenants, conditions or provisions of any of the Guaranteed
Obligations or the Loan Documents or the invalidity or unenforceability of any
of the foregoing; or




     (b) any extension of time that may be granted by the Administrative Agent
to Borrower, any guarantor, or their respective successors or assigns, heirs,
executors, administrators or personal representatives; or




     (c) any action which the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Arrangers and/or the Banks may take or fail to take
under or in respect of any of the Loan Documents or by reason of any waiver
of, or failure to enforce any of the rights, remedies, powers or privileges
available to the Administrative Agent under this Guaranty or available to the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Arrangers and/or the Banks at law, equity or
otherwise, or any action on the part of the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Arrangers and/or the Banks
granting indulgence or extension in any form whatsoever; or




     (d) any sale, exchange, release, or other disposition of any property
pledged, mortgaged or conveyed, or any property in which the Administrative
Agent and/or the



3









 






Banks have been granted a lien or security interest to secure any
indebtedness of Borrower to the Administrative Agent and/or the Banks;
or




     (e) any release of any person or entity who may be liable in any manner
for the payment and collection of any amounts owed by Borrower to the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Arrangers and/or the Banks; or




     (f) the application of any sums by whomsoever paid or however realized to
any amounts owing by Borrower to the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Arrangers and/or the Banks under the Loan
Documents in such manner as the Administrative Agent shall determine in its
sole discretion; or




     (g) Borrower’s or any guarantor’s voluntary or involuntary liquidation,
dissolution, sale of all or substantially all of their respective assets and
liabilities, appointment of a trustee, receiver, liquidator, sequestrator or
conservator for all or any part of Borrower’s or Guarantor’s assets,
insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, or the commencement
of other similar proceedings affecting Borrower or any guarantor or any of the
assets of any of them, including, without limitation, (i) the release or
discharge of Borrower or any guarantor from the payment and performance of
their respective obligations under any of the Loan Documents by operation of
law, or (ii) the impairment, limitation or modification of the liability of
Borrower or any guarantor in bankruptcy, or of any remedy for the enforcement
of the Guaranteed Obligations under any of the Loan Documents, or Guarantor’s
liability under this Guaranty, resulting from the operation of any present or
future provisions of the Bankruptcy Code or other present or future federal,
state or applicable statute or law or from the decision in any court; or




     (h) any improper disposition by Borrower of the proceeds of the Loans, it
being acknowledged by Guarantor that the Administrative Agent, the Syndication
Agent, the Arrangers, the Documentation Agent, or any Bank shall be entitled
to honor any request made by Borrower for a disbursement of such proceeds and
that neither the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Arrangers nor any Bank shall have any obligation to
see the proper disposition by Borrower of such proceeds.



          6. Guarantor agrees that if at any time all or any part of any payment at
any time received by the Administrative Agent from Borrower or Guarantor under
or with respect to this Guaranty is or must be rescinded or returned by the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Arrangers or any Bank for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of Borrower or Guarantor), then
Guarantor’s obligations hereunder shall, to the extent of the payment rescinded
or returned, be deemed to have continued in existence notwithstanding such
previous receipt by



4









 




such party, and Guarantor’s obligations hereunder shall continue to be
effective or reinstated, as the case may be, as to such payment, as though such
previous payment had never been made.




          7. Until this Guaranty is terminated pursuant to the terms hereof,
Guarantor (i) shall have no right of subrogation against Borrower or any entity
comprising same by reason of any payments or acts of performance by Guarantor
in compliance with the obligations of Guarantor hereunder, (ii) waives any
right to enforce any remedy which Guarantor now or hereafter shall have against
Borrower or any entity comprising same by reason of any one or more payment or
acts of performance in compliance with the obligations of Guarantor hereunder
and (iii) from and after an Event of Default (as defined in the Credit
Agreement), subordinates any liability or indebtedness of Borrower or any
entity comprising same now or hereafter held by Guarantor or any affiliate of
Guarantor to the obligations of Borrower under the Loan Documents. The
foregoing, however, shall not be deemed in any way to limit any rights that
Guarantor may have pursuant to the Agreement of Limited Partnership of Borrower
or which it may have at law or in equity with respect to any other partners of
Borrower.



          8. Guarantor represents and warrants to the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Arrangers and the Banks with
the knowledge that the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Arrangers and the Banks are relying upon the same, as
follows:




     (a) as of the date hereof, Guarantor is the sole general partner of Borrower;




     (b) based upon such relationships, Guarantor has determined that it is in its



best interests to enter into this Guaranty;




     (c) this Guaranty is necessary and convenient to the conduct, promotion
and attainment of Guarantor’s business, and is in furtherance of Guarantor’s
business purposes;




     (d) the benefits to be derived by Guarantor from Borrower’s access to
funds made possible by the Loan Documents are at least equal to the
obligations undertaken pursuant to this Guaranty;




     (e) Guarantor is solvent and has full power and legal right to enter into
this Guaranty and to perform its obligations under the term hereof and (i)
Guarantor is organized and validly existing under the laws of the State of
Maryland, (ii) Guarantor has complied with all provisions of applicable law in
connection with all aspects of this Guaranty, and (iii) the person executing
this Guaranty has all the requisite power and authority to execute and deliver
this Guaranty;




     (f) to the best of Guarantor’s knowledge, there is no action, suit,
proceeding, or investigation pending or threatened against or affecting
Guarantor at law, in equity, in



5









 









admiralty or before any arbitrator or any governmental department,
commission, board, bureau, agency or instrumentality (domestic or foreign)
which is likely to materially and adversely impair the ability of Guarantor
to perform its obligations under this Guaranty;




     (g) the execution and delivery of and the performance by Guarantor of
its obligations under this Guaranty have been duly authorized by all
necessary action on the part of Guarantor and do not (i) violate any
provision of any law, rule, regulation (including, without limitation,
Regulation U or X of the Board of Governors of the Federal Reserve System of
the United States), order, writ, judgment, decree, determination or award
presently in effect having applicability to Guarantor or the organizational
documents of Guarantor the consequences of which violation is likely to
materially and adversely impair the ability of Guarantor to perform its
obligations under this Guaranty or (ii) violate or conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any indenture, agreement or other instrument to which Guarantor is a
party, or by which Guarantor or any of its property is bound, the
consequences of which violation, conflict, breach or default is likely to
materially and adversely impair the ability of Guarantor to perform its
obligations under this Guaranty;




     (h) this Guaranty has been duly executed by Guarantor and constitutes the
legal, valid and binding obligation of Guarantor, enforceable against it in
accordance with its terms except as enforceability may be limited by
applicable insolvency, bankruptcy or other laws affecting creditors’ rights
generally or general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law;




     (i) no authorization, consent, approval, license or formal exemption
from, nor any filing, declaration or registration with, any Federal, state, local
or foreign court, governmental agency or regulatory authority is required in
connection with the making and performance by Guarantor of this Guaranty,
except those which have already been obtained; and




     (j) Guarantor is not an “investment company” as that term is defined in,
nor is it otherwise subject to regulation under, the Investment Company Act of
1940, as amended.



          9. Guarantor and Administrative Agent each acknowledge and agree that this
Guaranty is a guarantee of payment and performance and not of collection and
enforcement in respect of any obligations which may accrue to the
Administrative Agent and/or the Banks from Borrower under the provisions of any
Loan Document.



          10. Subject to the terms and conditions of the Credit Agreement, and in
conjunction therewith, the Administrative Agent or any Bank may assign any or
all of its rights under this Guaranty. In the event of any such assignment, the
Administrative Agent shall give



6









 




Guarantor prompt notice of same. If the Administrative Agent or any Bank elects
to sell all the Loans or participations in the Loans and the Loan Documents,
including this Guaranty, the Administrative Agent or any Bank may forward to
each purchaser and prospective purchaser all documents and information relating
to this Guaranty or to Guarantor, whether furnished by Borrower or Guarantor or
otherwise, subject to the terms and conditions of the Credit Agreement.




          11. Guarantor agrees, upon the written request of the Administrative
Agent, to execute and deliver to the Administrative Agent, from time to time,
any modification or amendment hereto or any additional instruments or documents
reasonably considered necessary by the Administrative Agent or its counsel to
cause this Guaranty to be, become or remain valid and effective in accordance
with its terms, provided, that, any such modification, amendment, additional
instrument or document shall not increase Guarantor’s obligations or diminish
its rights hereunder and shall be reasonably satisfactory as to form to
Guarantor and to Guarantor’s counsel.



          12. The representations and warranties of Guarantor set forth in this
Guaranty shall survive until this Guaranty shall terminate in accordance with
the terms hereof.



          13. This Guaranty contains the entire agreement among the parties with
respect to the subject matter hereof and supersede all prior agreements
relating to such subject matter and may not be modified, amended, supplemented
or discharged except by a written agreement signed by Guarantor and the
Administrative Agent.



          14. If all or any portion of any provision contained in this Guaranty
shall be determined to be invalid, illegal or unenforceable in any respect for
any reason, such provision or portion thereof shall be deemed stricken and
severed from this Guaranty and the remaining provisions and portions thereof
shall continue in full force and effect.



          15. This Guaranty may be executed in counterparts which together shall
constitute the same instrument.



          16. All notices, requests and other communications to any party hereunder
shall be in writing (including bank wire, telex, facsimile transmission
followed by telephonic confirmation or similar writing) and shall be addressed
to such party at the address set forth below or to such other address as may be
identified by any party in a written notice to the others:



	 	 	 
	If to Guarantor

	 	Equity Office Properties Trust
	

	 	Two North Riverside Plaza
	

	 	Suite 2100
	

	 	Chicago, Illinois 60606
	

	 	Attn: Chief Financial Officer







7









 





	 	 	 
	With Copies of
	 	 
	Notices to Guarantor to:

	 	Equity Office Properties Trust
	

	 	Two North Riverside Plaza
	

	 	Suite 2100
	

	 	Chicago, Illinois 60606
	

	 	Attn: Chief Legal Counsel
	

	 	and

	

	 	Piper Rudnick LLP
	

	 	203 North LaSalle Street
	

	 	Suite 1800
	

	 	Chicago, Illinois 60601
	

	 	Attn: James M. Phipps, Esq.
	If to the
	 	 
	Administrative Agent:

	 	Citicorp North America, Inc.
	

	 	388 Greenwich Street, 32nd Floor
	

	 	New York, New York 10013
	

	 	Attn: David Bouton
	

	 	Facsimile: (212) 723-8380







          Each such notice, request or other communication shall be effective (i) if
given by telex or facsimile transmission, when such telex or facsimile is
transmitted to the telex number or facsimile number specified in this Section
and the appropriate answerback or facsimile confirmation is received, (ii) if
given by certified registered mail, return receipt requested, with first class
postage prepaid, addressed as aforesaid, upon receipt or refusal to accept
delivery, (iii) if given by a nationally recognized overnight carrier, 24 hours
after such communication is deposited with such carrier with postage prepaid
for next day delivery, or (iv) if given by any other means, when delivered at
the address specified in this Section.



          17. Any acknowledgment or new promise, whether by payment of principal or
interest or otherwise by Borrower or Guarantor, with respect to the Guaranteed
Obligations shall, if the statute of limitations in favor of Guarantor against
the Administrative Agent shall have commenced to run, toll the running of such
statute of limitations, and if the period of such statute of limitations shall
have expired, prevent the operation of such statute of limitations.



          18. This Guaranty shall be binding upon Guarantor and its successors and
assigns and shall inure to the benefit of the Administrative Agent, the
Syndication Agent, the Documentation Agent, and the Banks and their successors
and permitted assigns.



          19. The failure of the Administrative Agent to enforce any right or remedy
hereunder, or promptly to enforce any such right or remedy, shall not
constitute a waiver thereof, nor give rise to any estoppel against the
Administrative Agent, nor excuse Guarantor from its obligations hereunder. Any
waiver of any such right or remedy to be enforceable against the Administrative
Agent must be expressly set forth in a writing signed by the Administrative



8









 





Agent.




          20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.



               (b) Any legal action or proceeding with respect to this Guaranty and any
action for enforcement of any judgment in respect thereof may be brought in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Guaranty,
the Guarantor hereby accepts for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts and appellate courts from any thereof. The Guarantor irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the
Guarantor at its address for notices set forth herein. The Guarantor hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of
or in connection with this Guaranty brought in the courts referred to above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum. Nothing herein shall affect the right of the
Administrative Agent to serve process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against the Guarantor in any
other jurisdiction.



               (c) GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND ALL
CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. IT IS
HEREBY ACKNOWLEDGED BY GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT TO ACCEPT THIS GUARANTY AND THAT THE LOANS MADE BY THE
BANKS ARE MADE IN RELIANCE UPON SUCH WAIVER. GUARANTOR FURTHER WARRANTS AND
REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE, FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS GUARANTY MAY
BE FILED BY THE ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A
NON-JURY TRIAL.



               (d) Guarantor does hereby further covenant and agree to and with the
Administrative Agent that Guarantor may be joined in any action against
Borrower in connection with the Loan Documents and that recovery may be had
against Guarantor in such action or in any independent action against Guarantor
(with respect to the Guaranteed Obligations), without the Administrative Agent
first pursuing or exhausting any remedy or claim against Borrower or its
successors or assigns. Guarantor also agrees that, in an action brought with
respect to the Guaranteed Obligations in any jurisdiction, it shall be
conclusively bound by the judgment in any such action by the Administrative
Agent (wherever brought) against Borrower or its successors



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or assigns, as if Guarantor were a party to such action, even though Guarantor
was not joined as a party in such action.




               (e) Guarantor agrees to pay all reasonable expenses (including, without
limitation, attorneys’ fees and disbursements) which may be incurred by the
Administrative Agent or the Banks in connection with the enforcement of their
rights under this Guaranty, whether or not suit is initiated.



          21. Notwithstanding anything to the contrary contained herein, this
Guaranty shall terminate and be of no further force or effect upon the full
performance and payment of the Guaranteed Obligations hereunder and the
termination of the Commitments under the Credit Agreement. Upon termination of
this Guaranty in accordance with the terms of this Guaranty, the Administrative
Agent promptly shall deliver to Guarantor such documents as Guarantor or
Guarantor’s counsel reasonably may request in order to evidence such
termination.



          22. All of the Administrative Agent’s rights and remedies under each of
the Loan Documents or under this Guaranty are intended to be distinct, separate
and cumulative and no such right or remedy therein or herein mentioned is
intended to be in exclusion of or a waiver of any other right or remedy
available to the Administrative Agent.



          23. The Guarantor shall not use any assets of an “employee benefit plan”
within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of
Section 4975(e)(1) of the Internal Revenue Code (the “Code”) to repay or secure
the Loan, the Note, the Obligations or this Guaranty. The Guarantor shall not
assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of
any of its rights or interests (direct or indirect) in Borrower, or attempt to
do any of the foregoing or suffer any of the foregoing, or permit any party
with a direct or indirect interest or right in Borrower to do any of the
foregoing, if such action would cause the Note, the Loan, the Obligations, this
Guaranty, or any of the Loan Documents or the exercise of any of the
Administrative Agent’s, the Syndication Agent’s, any Co-Documentation Agent’s,
any Arranger’s or Bank’s rights in connection therewith, to constitute a
prohibited transaction under ERISA or the Code (unless the Guarantor furnishes
to the Administrative Agent a legal opinion satisfactory to the Administrative
Agent that the transaction is exempt from the prohibited transaction provisions
of ERISA and the Code (and for this purpose, the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Arrangers and the Banks, by
accepting the benefits of this Guaranty, hereby agree to supply Guarantor all
relevant non-confidential, factual information reasonably necessary to such
legal opinion and reasonably requested by Guarantor) or would otherwise result
in the Administrative Agent, the Syndication Agent, the Documentation Agent, or
any of the Arrangers or Banks being deemed in violation of Sections 404 or 406
of ERISA or Section 4975 of the Code or would otherwise result in the
Administrative Agent, the Syndication Agent, the Documentation Agent, or any of
the Arrangers or Banks being a fiduciary or party in interest under ERISA or a
“disqualified person” as defined in Section 4975(e)(2) of the Code with respect
to an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a
“plan” within the meaning of Section 4975(e)(1) of the Code. The



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Guarantor shall indemnify and hold each of the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Arrangers and the Banks free
and harmless from and against all loss, costs (including attorneys’ fees and
expenses), expenses, taxes and damages (including consequential damages) that
each of the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Arrangers and the Banks may suffer by reason of the investigation,
defense and settlement of claims and in obtaining any prohibited transaction
exemption under ERISA necessary in Administrative Agent’s reasonable judgment
as a result of Guarantor’s action or inaction or by reason of a breach of the
foregoing provisions by Guarantor.




          24. This Guaranty shall become effective simultaneously with the making of
the initial Loans under the Credit Agreement.



[SIGNATURE PAGE FOLLOWS]




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          IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Guaranty as of the date and year first above written.



	 	 	 	 	 
	 	 	GUARANTOR:
	 	 	EQUITY OFFICE PROPERTIES TRUST
	 
	 	 	 	 
	

	 	By:
	 	/s/ Maureen Fear


	

	 	 	 	Name: Maureen Fear
	

	 	 	 	Title: Senior Vice President,
Treasurer







	 	 	 
	ACCEPTED:
	 
	 	 
	CITICORP NORTH AMERICA, INC.,
	as Administrative Agent
	 
	 	 
	By:

	 	/s/ David Bouton


	

	 	Name: David Bouton
	

	 	Title: Vice President







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ACKNOWLEDGMENT FOR GUARANTOR




STATE OF ILLINOIS)

                                     )
SS.

COUNTY OF COOK )



          On
July 27, 2004, before me personally came Maureen Fear, to me
known to be the person who executed the foregoing instrument, and who, being
duly sworn by me, did depose and say that he is Sr. Vice President,
Treasurer of Equity
Office Properties Trust, and that he executed the foregoing instrument in the
organization’s name, and that he had authority to sign the same, and he
acknowledged to me that he executed the same as the act and deed of said
organization for the uses and purposes therein mentioned.



[Seal]




	 	 	 
	OFFICIAL
SEAL

DEBRA HUDSON

NOTARY PUBLIC, STATE OF ILLINOIS

MY COMMISSION EXPIRES 10-17-2004
	 	/s/ Debra
Hudson

Notary Public
	

	 	







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