Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

AMONG

CPG PARTNERS, L.P.,
A DELAWARE LIMITED PARTNERSHIP,
AS BORROWER,

AND

FLEET NATIONAL BANK
TOGETHER WITH THOSE LENDERS NAMED ON THE
SIGNATURE PAGES HERETO AND ASSIGNEES
BECOMING PARTIES HERETO PURSUANT
TO SECTION 11.12, AS LENDERS,

AND

FLEET NATIONAL BANK
AS ADMINISTRATIVE AGENT

AND

BANK OF AMERICA, N.A.
AS CO-SYNDICATION AGENT

AND

COMMERZBANK AG, NEW YORK BRANCH
AS CO-SYNDICATION AGENT

AND

WACHOVIA BANK, NATIONAL ASSOCIATION
AS CO-DOCUMENTATION AGENT

AND

PNC BANK, NATIONAL ASSOCIATION
AS CO-DOCUMENTATION AGENT

Dated as of July 31, 2002

TABLE OF CONTENTS

| | Page
| | ----

|ARTICLE I | DEFINITIONS | 1
|--------- | ----------- | -

|1.1 | Certain Defined Terms | 1
|--- | --------------------- | -

|1.2 | Computation of Time Periods | 23
|--- | --------------------------- | --

|1.3 | Terms | 23
|--- | ----- | --

|ARTICLE II | LOANS AND LETTERS OF CREDIT | 24
|---------- | --------------------------- | --

|2.1 | Loan Advances and Repayment | 24
|--- | --------------------------- | --

|2.2 | Authorization to Obtain Loans | 26
|--- | ----------------------------- | --

|2.3 | Lenders' Accounting | 26
|--- | ------------------- | --

|2.4 | Interest on the Loans | 27
|--- | --------------------- | --

|2.5 | Fees | 31
|--- | ---- | --

|2.6 | Payments | 32
|--- | -------- | --

|2.7 | Increased Capital | 33
|--- | ----------------- | --

|2.8 | Notice of Increased Costs | 33
|--- | ------------------------- | --

|2.9 | Letters of Credit | 33
|--- | ----------------- | --

|ARTICLE III | UNENCUMBERED PROPERTIES AND PORTFOLIO PROPERTIES | 36
|----------- | ------------------------------------------------ | --

|3.1 | Listing of Unencumbered Properties | 36
|--- | ---------------------------------- | --

|3.2 | Waivers by Requisite Lenders | 37
|--- | ---------------------------- | --

|3.3 | Rejection of Unencumbered Properties | 37
|--- | ------------------------------------ | --

|3.4 | Updated Lists of Unencumbered Properties and Portfolio Properties | 37
|--- | ----------------------------------------------------------------- | --

|ARTICLE IV | CONDITIONS TO LOANS | 37
|---------- | ------------------- | --

|4.1 | Conditions to Initial Disbursement of Loans | 37
|--- | ------------------------------------------- | --

|4.2 | Conditions Precedent to All Loans and Letters of Credit | 39
|--- | ------------------------------------------------------- | --

|ARTICLE V | REPRESENTATIONS AND WARRANTIES | 40
|--------- | ------------------------------ | --

|5.1 | Borrower Organization; Partnership Powers | 41
|--- | ----------------------------------------- | --

|5.2 | Borrower Authority | 41
|--- | ------------------ | --

|5.3 | REIT Organization; Corporate Powers | 41
|--- | ----------------------------------- | --

|5.4 | REIT Authority | 41
|--- | -------------- | --

|5.5 | Ownership of Borrower, each Subsidiary and Partnership | 41
|--- | ------------------------------------------------------ | --

|5.6 | No Conflict | 42
|--- | ----------- | --

|5.7 | Consents and Authorizations | 42
|--- | --------------------------- | --

|5.8 | Governmental Regulation | 42
|--- | ----------------------- | --

|5.9 | Prior Financials | 42
|--- | ---------------- | --

|5.10 | Projections and Forecasts | 42
|---- | ------------------------- | --

|5.11 | Prior Operating Statements | 43
|---- | -------------------------- | --

|5.12 | Rent Rolls | 43
|---- | ---------- | --

|5.13 | Litigation; Adverse Effects | 43
|---- | --------------------------- | --

|5.14 | No Material Adverse Change | 43
|---- | -------------------------- | --

|5.15 | Payment of Taxes | 43
|---- | ---------------- | --

|5.16 | Material Adverse Agreements | 44
|---- | --------------------------- | --

|5.17 | Performance | 44
|---- | ----------- | --

|5.18 | Federal Reserve Regulations | 44
|---- | --------------------------- | --

|5.19 | Unsecured Term Notes | 44
|---- | -------------------- | --

|5.20 | Requirements of Law | 44
|---- | ------------------- | --

|5.21 | Patents, Trademarks, Permits, Etc. | 45
|---- | ---------------------------------- | --

|5.22 | Environmental Matters | 45
|---- | --------------------- | --

|5.23 | Unencumbered Properties | 45
|---- | ----------------------- | --

|5.24 | Solvency | 45
|---- | -------- | --

|5.25 | Title to Assets; No Liens | 45
|---- | ------------------------- | --

|5.26 | Use of Proceeds | 45
|---- | --------------- | --

|5.27 | REIT Capitalization | 46
|---- | ------------------- | --

|5.28 | ERISA | 46
|---- | ----- | --

|5.29 | Status as a REIT | 46
|---- | ---------------- | --

|5.30 | Ownership | 46
|---- | --------- | --

|5.31 | NYSE Listing | 46
|---- | ------------ | --

|5.32 | Current Construction Projects | 46
|---- | ----------------------------- | --

|ARTICLE VI | REPORTING COVENANTS | 47
|---------- | ------------------- | --

|6.1 | Financial Statements and Other Financial and Operating Information | 47
|--- | ------------------------------------------------------------------ | --

|6.2 | Environmental Notices | 51
|--- | --------------------- | --

|6.3 | Confidentiality | 51
|--- | --------------- | --

|ARTICLE VII | AFFIRMATIVE COVENANTS | 52
|----------- | --------------------- | --

|7.1 | Existence | 52
|--- | --------- | --

|7.2 | Qualification, Name | 52
|--- | ------------------- | --

|7.3 | Compliance with Laws, Etc. | 52
|--- | -------------------------- | --

|7.4 | Payment of Taxes and Claims | 52
|--- | --------------------------- | --

|7.5 | Maintenance of Properties; Insurance | 52
|--- | ------------------------------------ | --

|7.6 | Inspection of Property; Books and Records; Discussions | 53
|--- | ------------------------------------------------------ | --

|7.7 | Maintenance of Permits, Etc | 53
|--- | --------------------------- | --

|7.8 | Conduct of Business | 54
|--- | ------------------- | --

|7.9 | Use of Proceeds | 54
|--- | --------------- | --

|7.10 | Securities Law Compliance | 54
|---- | ------------------------- | --

|7.11 | Continued Status as a REIT; Prohibited Transactions | 54
|---- | --------------------------------------------------- | --

|7.12 | NYSE Listed Company | 54
|---- | ------------------- | --

|7.13 | Property Management | 54
|---- | ------------------- | --

|7.14 | Interest Rate Contracts | 54
|---- | ----------------------- | --

|ARTICLE VIII | NEGATIVE COVENANTS | 55
|------------ | ------------------ | --

|8.1 | Restrictions on Fundamental Changes | 55
|--- | ----------------------------------- | --

|8.2 | ERISA | 55
|--- | ----- | --

|8.3 | Amendment of Constituent Documents | 56
|--- | ---------------------------------- | --

|8.4 | Margin Regulations | 56
|--- | ------------------ | --

|8.5 | With Respect to the REIT | 56
|--- | ------------------------ | --

|8.6 | Restrictions on Indebtedness | 57
|--- | ---------------------------- | --

|8.7 | Construction Projects | 57
|--- | --------------------- | --

|8.8 | Discontinuity in Management | 57
|--- | --------------------------- | --

|ARTICLE IX | FINANCIAL COVENANTS | 58
|---------- | ------------------- | --

|9.1 | Value of All Unencumbered Properties | 58
|--- | ------------------------------------ | --

|9.2 | Minimum Debt Service Coverage | 58
|--- | ----------------------------- | --

|9.3 | Minimum Fair Market Net Worth | 58
|--- | ----------------------------- | --

|9.4 | Total Liabilities to Adjusted Asset Value Ratio | 58
|--- | ----------------------------------------------- | --

|9.5 | Maximum Secured Borrower Debt | 58
|--- | ----------------------------- | --

|9.6 | Operating Cash Flow to Debt Service Ratio | 58
|--- | ----------------------------------------- | --

|9.7 | EBITDA to Fixed Charges Ratio | 58
|--- | ----------------------------- | --

|9.8 | Aggregate Occupancy Rate | 58
|--- | ------------------------ | --

|9.9 | Distributions | 58
|--- | ------------- | --

|9.10 | Permitted Investments | 59
|---- | --------------------- | --

|9.11 | Repurchase of Equity Interests | 59
|---- | ------------------------------ | --

|9.12 | Calculation | 59
|---- | ----------- | --

|ARTICLE X | EVENTS OF DEFAULT; RIGHTS AND REMEDIES | 60
|--------- | -------------------------------------- | --

|10.1 | Events of Default | 60
|---- | ----------------- | --

|10.2 | Rights and Remedies | 63
|---- | ------------------- | --

|10.3 | Rescission | 64
|---- | ---------- | --

|ARTICLE XI | AGENCY PROVISIONS | 65
|---------- | ----------------- | --

|11.1 | Appointment | 65
|---- | ----------- | --

|11.2 | Nature of Duties | 65
|---- | ---------------- | --

|11.3 | Loan Disbursements | 66
|---- | ------------------ | --

|11.4 | Distribution and Apportionment of Payments | 67
|---- | ------------------------------------------ | --

|11.5 | Rights, Exculpation, Etc | 68
|---- | ------------------------ | --

|11.6 | Reliance | 69
|---- | -------- | --

|11.7 | Indemnification | 69
|---- | --------------- | --

|11.8 | Agent Individually | 69
|---- | ------------------ | --

|11.9 | Successor Agent; Resignation of Agent; Removal of Agent | 70
|---- | ------------------------------------------------------- | --

|11.10 | Consent and Approvals | 71
|----- | --------------------- | --

|11.11 | Agency Provisions Relating to Certain Enforcement Actions | 72
|----- | --------------------------------------------------------- | --

|11.12 | Assignments and Participations | 73
|----- | ------------------------------ | --

|11.13 | Ratable Sharing | 75
|----- | --------------- | --

|11.14 | Delivery of Documents | 76
|----- | --------------------- | --

|11.15 | Notice of Events of Default | 76
|----- | --------------------------- | --

|ARTICLE XII | MISCELLANEOUS | 76
|----------- | ------------- | --

|12.1 | Expenses | 76
|---- | -------- | --

|12.2 | Indemnity | 77
|---- | --------- | --

|12.3 | Change in Accounting Principles | 78
|---- | ------------------------------- | --

|12.4 | Amendments and Waivers | 78
|---- | ---------------------- | --

|12.5 | Independence of Covenants | 80
|---- | ------------------------- | --

|12.6 | Notices and Delivery | 80
|---- | -------------------- | --

|12.7 | Survival of Warranties, Indemnities and Agreements | 80
|---- | -------------------------------------------------- | --

|12.8 | Failure or Indulgence Not Waiver; Remedies Cumulative | 80
|---- | ----------------------------------------------------- | --

|12.9 | Setoff; Payments Set Aside | 81
|---- | -------------------------- | --

|12.10 | Severability | 81
|----- | ------------ | --

|12.11 | Heading | 81
|----- | ------- | --

|12.12 | Governing Law | 81
|----- | ------------- | --

|12.13 | Limitation of Liability | 81
|----- | ----------------------- | --

|12.14 | Successors and Assigns | 82
|----- | ---------------------- | --

|12.15 | Consent to Jurisdiction and Service of Process; Waiver of Jury Trial and Certain Damage Claims | 82
|----- | ---------------------------------------------------------------------------------------------- | --

|12.16 | Counterparts; Effectiveness; Inconsistencies | 83
|----- | -------------------------------------------- | --

|12.17 | Construction | 83
|----- | ------------ | --

|12.18 | Obligations Unsecured | 84
|----- | --------------------- | --

|12.19 | Replacement of Loan Notes | 84
|----- | ------------------------- | --

|12.20 | Entire Agreement | 84
|----- | ---------------- | --

LIST OF EXHIBITS AND SCHEDULES

Exhibits:

|A
B
C
D
E
F | -
-
-
-
-
- | Form of Assignment and Assumption
Form of Compliance Certificate
Form of Loan Notes
Form of Notice of Borrowing
Form of Fixed Rate Notice
Form of Letter of Credit Request
|----------- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedules:

|1
1.1
5.5
5.22
5.32 | -
-
-
-
- | List of Unencumbered Properties
List of Portfolio Properties which are not
Unencumbered Properties
Unconsolidated Affiliates and Subsidiaries
Environmental Matters
Current Construction Projects
|------------------- | --------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

AMENDED AND RESTATED CREDIT AGREEMENT

THIS
AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 31, 2002 and is among
CPG PARTNERS, L.P., a Delaware limited partnership ("Borrower"), each of the
Lenders named on the signature pages hereof (the "Lenders") and FLEET NATIONAL
BANK, a national banking association ("Fleet") in its capacity as Agent for the
Lenders (the "Agent").

RECITALS

A.
     The Borrower is the borrower under that certain
Credit Agreement dated as of March 30, 1998 among Borrower, certain of the
Lenders and the Agent, as amended by First Amendment to Credit Agreement dated
as of March 10, 1999, by Second Amendment to Credit Agreement dated as of March
30, 1999, by Third Amendment to Credit Agreement dated as of October 8, 1999, by
Fourth Amendment to Credit Agreement dated as of March 30, 2000, by Fifth
Amendment to Credit Agreement dated as of December 29, 2000, by Sixth Amendment
to Credit Agreement dated as of June 27, 2001, by Seventh Amendment to Credit
Agreement dated as of September 7, 2001 and by Eighth Amendment to Credit
Agreement dated as of October 29, 2001 (as so amended, the "1998 Credit
Agreement"), pursuant to which certain of the Lenders agreed to provide Borrower
with an unsecured revolving loan facility in the maximum principal amount of
$160,000,000 on the terms and conditions set forth therein (the "1998
Facility").

B.
     Borrower has requested that the 1998 Facility be
increased to a maximum principal amount of $200,000,000 and be modified based on
the terms and conditions provided for herein (the "Facility"), and the
Lenders are willing to provide the requested Facility on the terms and
conditions set forth herein.

C.
     The existing $5,034,536 term loan from Fleet to
Borrower pursuant to a Term Loan Agreement dated as of March 30, 1998 as amended
is also being modified as set forth in an Amended and Restated Term Loan
Agreement of even date herewith (the "Fleet Term Loan").

NOW,
THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1
     Certain Defined Terms. The following terms
used in this Agreement shall have the following meanings (such meanings to be
applicable, except to the extent otherwise indicated in a definition of a
particular term, both to the singular and the plural forms of the terms
defined):

"Accommodation
Obligations", as applied to any Person, means any Indebtedness or other
contractual obligation or liability, contingent or otherwise, of another Person
in respect of which that Person is liable, including, without limitation, any
such Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed (otherwise than for collection or deposit in the ordinary course of
business), co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including in respect of any partnership in which that Person is a general
partner, Contractual Obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or to provide funds for the
payment or discharge thereof (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain solvency, assets,
level of income, or other financial condition, or to make payment other than for
value received.

"Accountants"
means Ernst & Young LLP, any other "big five" accounting firm or
another firm of certified public accountants of national standing selected by
Borrower and acceptable to Agent.

"Acquisition Price"
means the aggregate purchase price for an asset including bona fide purchase
money financing provided by the seller and all existing Indebtedness pertaining
to such asset.

"Adjusted Asset
Value" means, as at any date of determination, the sum (without duplication of
any item) of (i) cash and Cash Equivalents owned by Borrower (excluding any
tenant deposits or other restricted cash or escrows), (ii) an amount equal to
50% of the construction-in-progress as reported in the Financial Statements and
50% of the Borrower's Share of the construction-in-progress of Unconsolidated
Affiliates, (iii) the Value of All Premium Centers, (iv) the Value of All Other
Retail Centers, and (v) the Value of All Other Properties.

"Affiliates" as
applied to any Person, means any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling", "controlled by" and "under common control with"), as
applied to any Person, means (i) the possession, directly or indirectly, of the
power to vote twenty-five percent (25%) or more of the Securities having voting
power for the election of directors of such Person or otherwise to direct or
cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or otherwise, or (ii)
the ownership of a general partnership interest or a limited partnership
interest (or other ownership interest) representing twenty-five percent (25%) or
more of the outstanding limited partnership interests or other ownership
interests of such Person. In addition, any corporation, partnership or other
entity in which the ownership interests of Borrower and its Subsidiaries
represents ten percent (10%) or more of the outstanding ownership interests
shall be deemed to be an Affiliate of Borrower.

"Agent" means Fleet
in its capacity as agent for the Lenders under this Agreement, and shall include
any successor Agent appointed pursuant hereto and shall be deemed to refer to
Fleet in its individual capacity as a Lender where the context so
requires.

"Aggregate Occupancy
Rate" means, with respect to the Unencumbered Properties at any time, the ratio,
as of such date, expressed as a percentage, of (i) the gross leasable area of
all Unencumbered Properties occupied by tenants paying rent pursuant to Leases
other than Materially Defaulted Leases, to (ii) the aggregate gross leasable
area of all Unencumbered Properties, excluding from both (i) and (ii) the gross
leasable area of Construction Projects prior to the date which is 3 months after
the Rent Stabilization Date for such Construction Project. Only premises which
are actually open for business shall be counted as occupied.

"Agreement" means
this Amended and Restated Credit Agreement as the same may be amended,
supplemented or modified from time to time.

"Applicable LIBOR
Rate Margin" means, as of any date of determination: (i) 0.85%, if Borrower's
senior long-term unsecured debt obligations are rated at least BBB+ or Baa1 by
one or both of the Rating Agencies, (ii) 0.95%, if Borrower's senior long-term
unsecured debt obligations are rated at least BBB or Baa2 by one or both of the
Rating Agencies, (iii) 1.05%, if Borrower's senior long-term unsecured debt
obligations are rated at least BBB- or Baa3 by one or both of the Rating
Agencies, (iv) 1.25% if Borrower's senior long-term unsecured debt obligations
are rated at least Ba1/Ba2 or BB+/BB by one or both of the Rating Agencies or
(v) 1.50%, in any other case (including, without limitation, if Borrower's
senior long-term unsecured debt obligations are not rated by either of the
Rating Agencies).

"Assignment and
Assumption" means an Assignment and Assumption in the form of Exhibit A hereto
(with blanks appropriately filled in) delivered to Agent in connection with each
assignment of a Lender's interest under this Agreement pursuant to Section
11.12.

"ATC Partnership"
means Cannery Row Associates, a California limited partnership in which the
Borrower is the sole limited partner (having a 99% interest) and the REIT is the
sole general partner (having a 1% interest).

"Base Rate" means,
on any day, the higher of (i) the Federal Funds Rate in effect on such day plus
one-half percent (0.5%) per annum or (ii) the variable per annum rate of
interest so designated from time to time by Fleet as its prime rate. The prime
rate is a reference rate and does not necessarily represent the lowest or best
rate being charged to any customer.

"Base Rate Loans"
means those Loans bearing interest at the Base Rate.

"Benefit Plan" means
any employee pension benefit plan as defined in Section 3(2) of ERISA (other
than a Multiemployer Plan) in respect of which a Person or an ERISA Affiliate
is, or within the immediately preceding five (5) years was, an "employer" as
defined in Section 3(5) of ERISA.

"Borrower" means CPG
Partners, L.P., a Delaware limited partnership that was formerly known as
Chelsea GCA Realty Partnership, L.P.

"Borrower Debt"
means (without duplication) all Indebtedness of Borrower or any Subsidiary of
Borrower, without offset or reduction in respect of prepaid interest,
restructuring fees or similar items, minus, in the case of Nonrecourse
Indebtedness of a Subsidiary that is not a Wholly-Owned Subsidiary, the amount
of such Indebtedness in excess of Borrower's Share thereof, plus the Borrower's
Share of the Indebtedness of all Unconsolidated Affiliates.

"Borrower's Share"
means, in the case of an Unconsolidated Affiliate or a Subsidiary that is not a
Wholly-Owned Subsidiary, the percentage ownership interest in such
Unconsolidated Affiliate or a Subsidiary that is directly or indirectly owned by
Borrower.

"Borrowing" means a
borrowing of Loans under the Facility.

"Business
Day" means any day other than a Saturday, Sunday or day which shall be in
the Commonwealth of Massachusetts a legal holiday or day on which banking
institutions are required or authorized to close. When the term Business Day is
used with respect to LIBOR Loans, such day must also be a day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London, England.

"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 Equivalents"
means (i) 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; (ii) 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 Standard &
Poor's Corporation, Moody's Investors Services, Inc., Duff and Phelps, or Fitch
Investors (or, if at any time no two of the foregoing shall be rating such
obligations, then from such other nationally recognized rating services as may
be acceptable to Agent) and not listed for possible down-grade in Credit Watch
published by Standard & Poor's Corporation; (iii) commercial paper, other than
commercial paper issued by Borrower or any of its Affiliates, maturing no more
than ninety (90) days after the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 or P-1 from either Standard &
Poor's Corporation or Moody's Investor's Service, Inc. (or, if at any time
neither Standard & Poor's Corporation nor Moody's Investor's Service, Inc. shall
be rating such obligations, then the highest rating from such other nationally
recognized rating services as may be acceptable to Agent); (iv) domestic and
Eurodollar certificates of deposit or time deposits or bankers' acceptances
maturing within ninety (90) days after the date of acquisition thereof,
overnight securities repurchase agreements, or reverse repurchase agreements
secured by any of the foregoing types of securities or debt instruments issued,
in each case, by (A) any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia having
combined capital and surplus of not less than Two Hundred Fifty Million Dollars
($250,000,000) or (B) any Lender, and (v) deposits in existing Merrill Lynch
money market accounts maintained by Borrower, such deposits being the proceeds
from the exercise of stock options pursuant to Borrower's employee stock option
plans.

"CIP Budget Amount"
means the total budgeted cost (as such budget shall be updated from time to
time) of all Current Construction Projects (excluding Expansion Projects) owned
by Borrower or any of its Wholly-Owned Subsidiaries plus the Borrower's Share of
the total budgeted cost (as such budget shall be updated from time to time) of
all Current Construction Projects (excluding Expansion Projects) owned by any
Unconsolidated Affiliate or by any Subsidiary of Borrower that is not a
Wholly-Owned Subsidiary provided, however, that with respect to (i) Current
Construction Projects owned by any such Unconsolidated Affiliate or Subsidiary
for which the respective financial responsibilities of the other owners of such
Unconsolidated Affiliate or Subsidiary on the one hand and Borrower and its
Wholly-Owned Subsidiaries on the other hand are not in proportion to the
respective ownership interests in the applicable Unconsolidated Affiliate or
Subsidiary, then the portion of budgeted cost of such project included in the
CIP Budget Amount shall be adjusted to reflect Borrower's actual financial
responsibility related to such project. Such costs shall include, without
limitation, all land acquisition costs (but may exclude costs of land used for
expansion projects which was not purchased for the purpose of such expansion
project), design and permitting costs, construction period real estate taxes,
leasing costs including brokers' commissions and tenant improvements, allowances
or reimbursements, construction costs and opening costs. With respect to any
Construction Projects financed with Indebtedness other than this Facility, such
costs shall also include construction period interest and all fees and expenses
associated with such Indebtedness.

"Closing Date" means
the date that this Amended and Restated Credit Agreement shall become effective
pursuant to Section 4.1.

"Commission" means
the Securities and Exchange Commission.

"Commitment" means,
with respect to any Lender, the principal amount set out under such Lender's
name under the heading "Loan Commitment" on the signature pages attached to this
Agreement or as set forth on an Assignment and Assumption executed by such
Lender, as assignee.

"Completion Date"
means, with respect to a Construction Project, the date on which certificates of
occupancy (or the equivalent) have been issued for at least 90% of the gross
leasable area of such Construction Project.

"Compliance
Certificate" means a certificate in the form of Exhibit B delivered to
Agent by Borrower pursuant to Section 3.4, Section 6.1.4,
Section 6.1.11, Section 8.1 or any other provision of this
Agreement and covering Borrower's compliance with the financial covenants
contained in Article IX.

"Confidential Information" has the meaning ascribed to such term in
Section 6.3.

"Construction
Project" means a project consisting of the construction of new buildings,
additions to existing buildings, and/or rehabilitation of existing buildings
(other than normal refurbishing and tenant fit-up work when one retail tenant
leases space previously occupied by another retail tenant).

"Contaminant" means any pollutant (as that term is defined in 42 U.S.C.
9601(33)) or toxic pollutant (as that term is defined in 33 U.S.C. 1362(13)),
hazardous substance (as that term is defined in 42 U.S.C. 9601(14)), hazardous
chemical (as that term is defined by 29 CFR Section 1910.1200(c)), toxic
substance, hazardous waste (as that term is defined in 42 U.S.C. 6903(5)),
radioactive material, special waste, petroleum (including crude oil or any
petroleum-derived substance, waste, or breakdown or decomposition product
thereof), any constituent of any such substance or waste, including, but not
limited to, polychlorinated biphenyls and asbestos, or any other substance or
waste deleterious to the environment the release, disposal or remediation of
which is now or at any time becomes subject to regulation under any
Environmental Law.

"Contractual
Obligation", as applied to any Person, means any provision of any Securities
issued by that Person or any indenture, mortgage, deed of trust, lease,
contract, undertaking, document or instrument to which that Person is a party or
by which it or any of its properties is bound, or to which it or any of its
properties is subject (including, without limitation, any restrictive covenant
affecting such Person or any of its properties).

"Court
Order" means any judgment, writ, injunction, decree, rule or regulation of
any court or Governmental Authority binding upon or applicable to the Person in
question.

"Current
Construction Project" means a Construction Project from the time of
commencement of construction of footings and foundations for such Construction
Project until the Rent Stabilization Date of such Construction Project.

"Debt
Service" means, for any period, Interest Expense for such period plus
scheduled principal amortization (i.e., excluding any balloon payment due
at maturity) for such period on all Borrower Debt.

"December 31,
2001 Financials" has the meaning given to such term in Section 5.9.

"Defaulting
Lender" means any Lender which fails or refuses to perform its obligations
under this Agreement within the time period specified for performance of such
obligation or, if no time frame is specified, if such failure or refusal
continues for a period of five (5) Business Days after notice from Agent.

"DOL" means the United States Department of Labor and any successor
department or agency.

"Dollars" and
"$" means the lawful money of the United States of America.

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

"EBITDA"
means, at any time, for the most recent Fiscal Quarter, without duplication, the
Borrower's earnings (or loss) before interest, taxes, depreciation and
amortization, calculated for such period on a consolidated basis in conformity
with GAAP, including only the Borrower's Share of the earnings (or loss) before
interest, taxes, depreciation and amortization of all Unconsolidated Affiliates
and of any Subsidiary that is not a Wholly-Owned Subsidiary minus gains
(and plus losses) from extraordinary items or asset sales or write-ups or
forgiveness of Indebtedness, minus percentage rent income for such Fiscal
Quarter, plus twenty-five percent (25%) of the total percentage rent
income during such Fiscal Quarter and the three immediately preceding Fiscal
Quarters.

"Eligible
Affiliate" means an Affiliate of Borrower which is not a Wholly-Owned
Subsidiary that does not have any Indebtedness other than Indebtedness in
connection with accounts payable to unsecured trade creditors for goods and
services and current operating liabilities (not the result of the borrowing of
money) incurred in the ordinary course of business of such Affiliate. Eligible
Affiliates as of the date hereof are listed on Schedule 5.5.

"Eligible
Assignee" means (i) (A) (1) a commercial bank organized under the laws of
the United States or any state thereof; (2) a savings and loan association or
savings bank organized under the laws of the United States or any state thereof;
or (3) a commercial bank organized under the laws of any other country or a
political subdivision thereof, provided that (x) such bank is acting
through a branch or agency located in the United States, or (y) such bank is
organized under the laws of a country that is a member of the Organization for
Economic Cooperation and Development or a political subdivision of such country;
that (B) in each case, is (1) reasonably acceptable to Agent and Borrower, and
(2) has total assets in excess of $10,000,000,000 and a rating on its (or its
parent's) senior unsecured debt obligations of at least BBB by one of the Rating
Agencies; or (ii) any Lender or Affiliate of any Lender; provided that no
Affiliate of Borrower shall be an Eligible Assignee.

"Environmental
Laws" has the meaning set forth in Section 5.22.

"Environmental
Lien" means a Lien in favor of any Governmental Authority for (i) any
liability under Environmental Laws, or (ii) damages arising from, or costs
incurred by such Governmental Authority in response to, a Release or threatened
Release of a Contaminant into the environment.

"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any successor statute.

"ERISA Affiliate" of any Person means any (i) corporation which is,
becomes, or is deemed to be a member of the same controlled group of
corporations (within the meaning of Section 414(b) of the Internal Revenue Code)
as such Person, (ii) partnership, trade or business (whether or not
incorporated) which is, becomes or is deemed to be under common control (within
the meaning of Section 414(c) of the Internal Revenue Code) with such Person,
(iii) other Person which is, becomes or is deemed to be a member of the same
"affiliated service group" (as defined in Section 414(m) of the Internal Revenue
Code) as such Person, or (iv) any other organization or arrangement described in
Section 414(o) of the Internal Revenue Code which is, becomes or is deemed to be
required to be aggregated pursuant to regulations issued under Section 414(o) of
the Internal Revenue Code with such Person pursuant to Section 414(o) of the
Internal Revenue Code.

"Event of
Default" means any of the occurrences set forth in Article X after
the expiration of any applicable grace period expressly provided therein.

"Executive
Officers" mean David C. Bloom, William D. Bloom, Leslie T. Chao, Michael J.
Clarke and Thomas J. Davis.

"Expansion
Projects" means Construction Projects consisting of the construction of
additional buildings or building additions at a Portfolio Property which has
been open and operating prior to the of such Construction Project so long
as the increase in the gross leasable area of such Property as a result of such
Construction Project does not exceed 150,000 square feet.

"Facility"
means the loan facility of Two Hundred Million Dollars ($200,000,000) described
in Section 2.1.1.

"Facility
Fee" has the meaning given to such term in Section 2.5.1.

"Fair Market Net
Worth" means the Borrower's Adjusted Asset Value less Total Liabilities.

"FDIC" means
the Federal Deposit Insurance Corporation or any successor thereto.

"Federal Funds
Rate" means, for any period, a fluctuating interest rate per annum equal for
each day during such period to the weighted average of the rates on overnight
Federal Funds transactions with members of the Federal Reserve System arranged
by Federal Funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by Agent from three Federal Funds brokers of recognized standing
selected by Agent.

"Federal Reserve
Board" means the Board of Governors of the Federal Reserve System or any
governmental authority succeeding to its functions.

"Financial
Statements" means the consolidated financial statements of the Borrower,
including the notes thereto, as contained in the most recent Form 10-K or Form
10-Q filed with the Commission.

"Fiscal
Quarter" means each three-month period ending on March 31, June 30,
September 30 and December 31.

"Fiscal
Year" means the fiscal year of Borrower which shall be the twelve (12) month
period ending on the last day of December in each year.

"Fixed
Charges" means, for any period, Debt Service plus scheduled dividends
or distributions due with respect to preferred partnership units in the Borrower
or preferred stock in the REIT.

"Fixed Rate
Notice" means, with respect to a LIBOR Loan pursuant to Section
2.1.2, a notice substantially in the form of Exhibit E.

"Fleet Term
Loan" means the term loan from Fleet to Borrower in the principal
amount of $5,046,536 pursuant to an Amended and Restated Term Loan Agreement of
even date herewith and any replacements, extensions or refinancing thereof. Such
Term Loan Agreement provides for the same interest rate and substantially the
same terms and conditions as set forth in this Agreement.

"Foreign
Affiliates" means Unconsolidated Affiliates which directly or indirectly
develop, own or finance one or more Foreign Properties. Foreign Affiliates
existing on the date hereof are listed on Schedule 5.5.

"Foreign
Investments" means the sum, without duplication, of the following: (i) the
aggregate amount of all Investments by Borrower in Borrower's Foreign
Affiliates, (ii) the face amount of all Letters of Credit issued hereunder (or
letters of credit issued by any other Person with respect to which Borrower is
directly or contingently liable), or the maximum amount of all of Borrower's
Accommodation Obligations, for the benefit of such Foreign Affiliates, (iii) the
aggregate Acquisition Prices of all Foreign Properties owned by Borrower or its
Wholly-Owned Subsidiaries, and (iv) the Borrower's Share of the aggregate
Acquisition Prices of all Foreign Properties owned by Subsidiaries of Borrower
that are not Wholly-Owned Subsidiaries.

"Foreign
Properties" means all Properties which are not located within the boundaries
of the United States.

"Funding
Date" means, with respect to any Loan made after the Closing Date, the date
of the funding of such Loan.

"Funds From
Operations" means, for any period, the Borrower's Funds From Operations
determined in accordance with the definition approved by the National
Association of Real Estate Investment Trusts.

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

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

"Guarantor
Subsidiary" means a Wholly-Owned Subsidiary which executes and delivers a
guaranty of the Obligations in favor of the Agent and the Lenders, which
guaranty shall be substantially in the form of the Guaranty from certain
Guarantor Subsidiaries of even date herewith, and shall be accompanied by
certificates and a legal opinion reasonably acceptable to the Agent. Guarantor
Subsidiaries as of the date hereof are listed on Schedule 5.5.

"Guaranty"
means the Guaranty of even date herewith executed by the REIT in favor of the
Agent and the Lenders.

"Indebtedness", as applied to any Person (determined on a consolidated
basis and without duplication), means the sum of (i) all indebtedness,
obligations or other liabilities of such Person for borrowed money, (ii) all
indebtedness, obligations or other liabilities of such Person evidenced by
Securities or other similar instruments, (iii) 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, (iv) all obligations of such
Person to pay the deferred purchase price of Property or services or to
reimburse tenants for the costs of improvements constructed by such tenants on
the Property of such Person, (v) all obligations in respect of Capital Leases of
such Person, (vi) all Accommodation Obligations of such Person, (vii) 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 (including, without limitation, the principal amount of any assessment or
similar indebtedness encumbering any property), (viii) all indebtedness,
obligations or other liabilities (other than interest expense liability) in
respect of Interest Rate Contracts and foreign currency exchange agreements, and
(ix) ERISA obligations currently due and payable. Indebtedness shall not include
accrued ordinary operating expenses payable on a current basis.

"Interest
Expense" means, for any period, total interest expense, whether paid,
accrued or capitalized (including the interest component of Capital Leases) in
respect of Borrower Debt, including, without limitation, amortization of loan
acquisition costs, all commissions, discounts and other fees and charges owed
with respect to letters of credit, and net costs under Interest Rate Contracts.

"Interest
Period" means, relative to any LIBOR Loans comprising part of the same
Borrowing, the period beginning on (and including) the date on which such LIBOR
Loans are made as, or converted into, LIBOR Loans, and ending on (but excluding)
the day which numerically corresponds to such date seven (7), thirty (30), sixty
(60), ninety (90) or one hundred eighty (180) days thereafter, in either case as
Borrower may select in its relevant Notice of Borrowing pursuant to Section
2.1.2; provided, however, that:

| | (a) if such Interest Period would otherwise end on
a day which is not a Business Day, such Interest Period shall end on the next
following Business Day; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) no Interest Period may end later than the
Termination Date.
| | ---------------------------------------------------------------

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

"Internal
Revenue Code" means the Internal Revenue Code of 1986, as amended from time
to time hereafter, and any successor statute.

"Internet
Affiliates" means Affiliates of Borrower which directly or indirectly
develop, own or finance internet online stores and other technology-based
e-commerce platforms and services. Internet Affiliates existing on the date
hereof are listed on Schedule 5.5.

"Internet
Investments" means the sum, without duplication, of the following: (i) the
aggregate amount of all Investments by Borrower in Borrower's Internet
Affiliates, and (ii) the face amount of all Letters of Credit issued hereunder
(or letters of credit issued by any other Person with respect to which Borrower
is directly or contingently liable), or the maximum amount of all of Borrower's
Accommodation Obligations, for the benefit of such Internet Affiliates.

"Investment"
means, as applied to any Person, (i) any direct or indirect purchase or other
acquisition by that Person of Securities, or of a beneficial interest in
Securities, of any other Person, (ii) any direct or indirect loan, advance
(other than deposits with financial institutions available for withdrawal on
demand, prepaid expenses, advances to employees and similar items made or
incurred in the ordinary course of business), or capital contribution by such
Person to any other Person, including all Indebtedness and accounts owed by that
other Person which are not current assets or did not arise from sales of goods
or services to that Person in the ordinary course of business, and (iii) any
liabilities of such Person (contingent or otherwise) under guarantees or other
Accommodation Obligations with respect to the outstanding Indebtedness of that
other Person. The amount of any Investment described in clause (iii) of this
definition shall be deemed to be in the maximum amount of such Person's
liability thereunder.

"Investment
Mortgages" mean notes receivable or other indebtedness secured by mortgages
or other security interests directly or indirectly owned by Borrower or any
Subsidiary of Borrower, including certificates of interest in real estate
mortgage investment conduits.

"IRS" means
the Internal Revenue Service and any Person succeeding to the functions thereof.

"Issuance
Date" means the date of issuance of any Letters of Credit.

"Land" means
unimproved real estate, including future phases of a partially completed
project, owned by Borrower or any Subsidiary of Borrower for the purpose of
future development of improvements. For purposes of the foregoing definition,
"unimproved" shall mean Land on which the construction of building improvements
has not commenced or land on which construction has been discontinued for a
continuous period longer than sixty (60) days prior to completion.

"Lease"
means a lease or license between Borrower and a tenant or licensee with respect
to premises located within a Portfolio Property.

"Lender
Taxes" has the meaning given to such term in Section 2.4.7.

"Lenders"
means Fleet and any other bank, finance company, insurance or other financial
institution which is or becomes a party to this Agreement by execution of a
counterpart signature page hereto or an Assignment and Assumption, as assignee.
With respect to matters requiring the consent to or approval of all Lenders at
any given time, all then existing Defaulting Lenders will be disregarded and
excluded, and, for voting purposes only, "all Lenders" shall be deemed to mean
"all Lenders other than Defaulting Lenders".

"Letter of
Credit" means a letter of credit issued by the Agent for the account of
Borrower pursuant to Section 2.9.

"Liabilities and
Costs" means all claims, judgments, liabilities, obligations,
responsibilities, losses, damages (including lost profits), punitive or treble
damages, costs, disbursements and expenses (including, without limitation,
reasonable attorneys, experts' and consulting fees and costs of investigation
and feasibility studies), fines, penalties and monetary sanctions, interest,
direct or indirect, known or unknown, absolute or contingent, past, present or
future.

"LIBOR"
means, relative to any Interest Period for any LIBOR Loan included in any
Borrowing, the rate per annum as determined on the basis of the offered rates
for deposits in U.S. Dollars, for a period of time comparable to the Interest
Period applicable to such LIBOR Loan which appears on the Telerate page 3750 as
of 11:00 a.m. London time on the day that is two Business Days preceding the
first day of such LIBOR Loan; provided, however, if the rate described above
does not appear on the Telerate System on any applicable interest determination
date, the LIBOR rate shall be the rate (rounded upward, if necessary, to the
nearest one hundred-thousandth of a percentage point), determined on the basis
of the offered rates for deposits in U.S. dollars for a period of time
comparable to the Interest Period applicable to such LIBOR Loan which are
offered by four major banks in the London interbank market at approximately
11:00 a.m. London time, on the day that is two (2) Business Days preceding the
first day of such LIBOR Loan as selected by the Agent. The principal London
office of each of the four major London banks will be requested to provide a
quotation of its U.S. Dollar deposit offered rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
U.S. dollars to leading European banks for a period of time comparable to the
Interest Period applicable to such LIBOR Loan offered by major banks in New York
City at approximately 11:00 a.m. New York City time, on the day that is two
Business Days preceding the first day of such Interest Period applicable to such
LIBOR Loan. In the event that the Agent is unable to obtain any such quotation
as provided above, it will be deemed that LIBOR pursuant to a LIBOR Loan cannot
be determined. In the event that the Board of Governors of the Federal Reserve
System shall impose a LIBOR Reserve Percentage with respect to LIBOR deposits of
the Agent, then for any period during which such LIBOR Reserve Percentage shall
apply, LIBOR shall be equal to the amount determined above divided by an amount
equal to 1 minus such LIBOR Reserve Percentage.

"LIBOR Loan"
means a Loan bearing interest, at all times during an Interest Period applicable
to such Loan, at a fixed rate of interest determined by reference to LIBOR.

"LIBOR
Office" means, relative to any Lender, the office of such Lender designated
as such on the counterpart signature pages hereto or such other office of a
Lender as designated from time to time by notice from such Lender to Agent,
whether or not outside the United States, which shall be making or maintaining
LIBOR Loans of such Lender.

"LIBOR
Prepayment Fee" has the meaning given to such term in Section
2.4.8(c).

"LIBOR Reserve
Percentage" means the minimum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is imposed on member
banks of the Federal Reserve System against "Euro-currency Liabilities" as
defined in Regulation D.

"Lien" means
any mortgage, deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance (including, but not limited to,
easements, rights-of-way, zoning restrictions and the like), lien (statutory or
other), preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever, including without limitation any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement or document having similar effect (other than a
financing statement filed by a "true" lessor pursuant to Section 9408 of the
Uniform Commercial Code) naming the owner of the asset to which such Lien
relates as debtor, under the Uniform Commercial Code or other comparable law of
any jurisdiction.

"Loan
Account" has the meaning given to such term in Section 2.3.

"Loan
Documents" means this Agreement, the Loan Notes, the Guaranty, the
Subsidiary Guaranty and all other agreements, instruments and documents
(together with amendments and supplements thereto and replacements thereof) now
or hereafter executed by the Borrower, which evidences or relates to the
Obligations.

"Loan Notes"
means the promissory notes evidencing the Loans in the aggregate original
principal amount of Two Hundred Million Dollars ($200,000,000) executed by
Borrower in favor of Lenders, as they may be amended, supplemented, replaced or
modified from time to time. The Loan Notes and any replacements thereof shall be
substantially in the form of Exhibit C.

"Loans"
means the Loans made pursuant to the Facility.

"Long Term
Unsecured Indebtedness" means all Unsecured Indebtedness which at the time
of determination has a maturity of not less than five (5) years.

"Material
Adverse Effect" means, with respect to a Person or Property, a material
adverse effect upon the condition (financial or otherwise), operations,
performance or properties of such Person or Property. The phrase "has a Material
Adverse Effect" or "will result in a Material Adverse Effect" or words
substantially similar thereto shall in all cases be intended to mean "has
resulted, or will or could reasonably be anticipated to result, in a Material
Adverse Effect", and the phrase "has no (or does not have a) Material Adverse
Effect" or "will not result in a Material Adverse Effect" or words substantially
similar thereto shall in all cases be intended to mean "does not or will not or
could not reasonably be anticipated to result in a Material Adverse Effect".

"Materially
Defaulted Leases" means Leases under which the tenant has failed to make any
payment of base rent, percentage rent or additional rent when due and such
failure has continued for more than ninety (90) days after the due date of the
applicable payment or any Lease which the Borrower has terminated based on any
default by the Tenant thereunder.

"Maturity
Date" means March 31, 2005, as such date may be extended in accordance with
the terms of Section 2.10.

"Maximum Loan
Amount" means, at any time, the amount of the Facility from time to time
less the aggregate face amount of Letters of Credit outstanding hereunder
provided, however, that after any Event of Default has occurred and until the
same shall have been remedied or waived pursuant to Section 12.4, the
Maximum Loan Amount shall be zero.

"Multiemployer
Plan" means an employee benefit plan defined in Section 4001(a)(3) of ERISA
which is, or within the immediately preceding six (6) years was, contributed to
by a Person or an ERISA Affiliate of such Person.

"Net Operating
Income" means with respect to any Fiscal Quarter of the Borrower and with
respect to any one or more of its Properties, (i) the total rental and other
operating income from the operation of such Properties after deducting all
expenses and other proper charges incurred by the Borrower in connection with
the operation of such Properties during such Fiscal Quarter, including, without
limitation, property operating expenses, real estate taxes and bad debt
expenses, but before payment or provision for debt service, income taxes, and
depreciation, amortization, and other non-cash expenses, all as determined in
accordance with generally accepted accounting principles, minus (ii)
percentage rent income of such Properties for such Fiscal Quarter, plus
(iii) twenty-five percent (25%) of the total percentage rent income of such
Properties during such Fiscal Quarter and the three immediately preceding Fiscal
Quarters, minus (iv) the Replacement Reserve Amount for such Properties. With
respect to Properties located outside of the United States, Net Operating Income
shall be converted from the currency in which the applicable income and expenses
are paid to Dollars using the currency exchange rates in effect as of the end of
the applicable Fiscal Quarter.

"Net Offering
Proceeds" means all cash proceeds received by the REIT as a result of the
sale of common, preferred or other classes of stock in the REIT (if and only to
the extent reflected in stockholders' equity on the consolidated balance sheet
of the REIT prepared in accordance with GAAP) less customary costs and
discounts of issuance paid by the REIT, all of which proceeds shall have been
concurrently contributed by the REIT to Borrower as additional capital.

"Non Pro Rata
Loan" means a Loan with respect to which fewer than all Lenders have funded
their respective Pro Rata Shares of such Loans and the failure of the
non-funding Lender or Lenders to fund its or their respective Pro Rata Shares of
such Loan constitutes a breach of this Agreement.

"Non-Retail
Properties" means Portfolio Properties which are not intended to be used as
or in connection with a retail Property including residential or other
Properties in the vicinity of Construction Projects acquired to facilitate the
obtaining of governmental permits or the resolution of zoning or land use issues
related to such Construction Projects.

"Nonrecourse
Indebtedness" means Indebtedness with respect to which recourse for payment
is contractually limited to specific assets encumbered by a Lien securing such
Indebtedness.

"Notice of
Borrowing" means, with respect to a proposed Borrowing pursuant to
Section 2.1.2, a notice substantially in the form of Exhibit D.

"Obligations" means, from time to time, all Indebtedness of Borrower
owing to Agent, any Lender or any Person entitled to indemnification pursuant to
Section 12.2, or any of their respective successors, transferees or
assigns, of every type and description, whether or not evidenced by any note,
guaranty or other instrument, arising under or in connection with this Agreement
or any other Loan Document, whether or not for the payment of money, whether
direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired. The term includes, without limitation, all interest, charges,
expenses, fees, reasonable attorneys' fees and disbursements, reasonable fees
and disbursements of expert witnesses and other consultants, and any other sum
now or hereinafter chargeable to Borrower under or in connection with this
Agreement or any other Loan Document.

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

"Operating Cash
Flow" means, at any time, for the most recent Fiscal Quarter, EBITDA
minus cash income taxes paid during such Fiscal Quarter and not deducted
on the Financial Statements in determining earnings for such Fiscal Quarter or
any prior period minus the Replacement Reserve Amount for the Portfolio
Properties.

"Other
Properties Net Operating Income" means, with respect to any Fiscal Quarter
of the Borrower, the sum of (i) the Net Operating Income of all Other Properties
owned by Borrower or a Wholly-Owned Subsidiary and (ii) the Borrower's Share of
the Net Operating Income of all Other Properties owned by Affiliates of Borrower
that are not Wholly-Owned Subsidiaries.

"Other Retail
Centers" means Properties other than Premium Centers or Other Properties
that are so classified in Borrower's filings with the Commission.

"Other Retail
Centers Net Operating Income" means, with respect to any Fiscal Quarter of
the Borrower, the sum of (i) the Net Operating Income of all Other Retail
Centers owned by Borrower or a Wholly-Owned Subsidiary and (ii) the Borrower's
Share of the Net Operating Income of all Other Retail Centers owned by
Affiliates of Borrower that are not Wholly-Owned Subsidiaries.

"PBGC" means
the Pension Benefit Guaranty Corporation or any Person succeeding to the
functions thereof.

"Permit"
means any permit, approval, authorization, license, variance or permission
required from a Governmental Authority under an applicable Requirement of Law.

"Permitted
Investments" means Investments in Land, Non-Retail Properties, Investment
Mortgages and the categories of Investments set forth in Section 9.10.

"Permitted
Liens" means:

| | (a) Liens (other than Environmental Liens and any Lien imposed under ERISA) for
taxes, assessments or charges of any Governmental Authority or claims not yet
due or not yet required to be paid pursuant to Section 7.4;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) Liens (other than any Lien imposed under ERISA) incurred or deposits made in
the ordinary course of business (including without limitation surety bonds and
appeal bonds) in connection with workers' compensation, unemployment insurance
and other types of social security benefits or to secure the performance of
tenders, bids, leases, contracts (other than for the repayment of Indebtedness),
statutory obligations;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) any laws, ordinances, easements, rights of way, restrictions, exemptions,
reservations, conditions, defects or irregularities in title, limitations,
covenants or other matters that, in the aggregate, do not in the reasonable
opinion of Borrower (i) materially interfere with the occupation, use and
enjoyment of the Property or other assets encumbered thereby, by the Person
owning such Property or other assets, in the normal course of its business or
(ii) materially impair the value of the Property subject thereto;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) Liens imposed by laws, such as mechanics' liens and other similar liens
arising in the ordinary course of business which either (i) have been in
existence for less than 120 days from the date of filing or (ii) have been in
existence for 120 days or longer so long as the aggregate amount of all such
Liens is less than $100,000 for each Construction Project and the Borrower is in
good faith contesting the validity or amount thereof by appropriate proceedings,
provided however that any Lien permitted under this paragraph must be discharged
prior to foreclosure thereof;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) Leases to tenants which are not Affiliates of Borrower existing on the date
hereof or subsequently entered into in the ordinary course of business; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) Liens securing judgments or awards that have been in force for less than the
applicable period for taking an appeal so long as execution is not levied
thereunder or in respect of which the Borrower shall at the time in good faith
be prosecuting an appeal or proceedings for review and in respect of which a
stay of execution shall have been obtained pending such appeal or review.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

"Person"
means any natural person, employee, corporation, limited partnership, general
partnership, joint stock company, limited liability company, joint venture,
association, company, trust, bank, trust company, land trust, business trust or
other organization, whether or not a legal entity, or any other non-governmental
entity, or any Governmental Authority.

"Plan" means
an employee benefit plan defined in Section 3(3) of ERISA (other than a
Multiemployer Plan) in respect of which Borrower or an ERISA Affiliate, as
applicable, is an "employer" as defined in Section 3(5) of ERISA.

"Portfolio
Properties" means real property improved with one or more completed
buildings in which more than a fifty percent (50%) interest is owned, directly
or indirectly, by Borrower or any Subsidiary of Borrower, including the
Unencumbered Properties and the Properties listed on Schedule 1.1, as
such schedule may be updated from time to time to reflect the acquisition or
disposition of Portfolio Properties. Schedule 1.1 also indicates which of
the Portfolio Properties are currently classified as Premium Centers and which
are currently classified as Other Retail Centers or Other Properties.

"Premium
Centers" means Properties that satisfy Borrower's criteria for
classification as part of its Premium Portfolio, that are publicly advertised as
"Premium Outlets" or a similar term and that are classified as Premium Centers
in Borrower's filings with the Commission.

" Premium
Centers Net Operating Income" means, with respect to any Fiscal Quarter of
the Borrower, the sum of (i) the Net Operating Income of all Premium Centers
owned by Borrower or a Wholly-Owned Subsidiary and (ii) the Borrower's Share of
the Net Operating Income of all Premium Centers owned by Affiliates of Borrower
that are not Wholly-Owned Subsidiaries.

"Prepayment
Date" has the meaning given to such term in Section 2.4.8(c).

"Pro Forma
Unsecured Debt Service Charges" means, for any Fiscal Quarter of the
Borrower, the sum of (a) an amount determined by the Borrower (and approved by
the Agent in its sole discretion) based on a twenty-five (25) year mortgage
style amortization schedule, calculated on the outstanding principal amount of
all Unsecured Indebtedness as of the end of such Fiscal Quarter excluding Long
Term Unsecured Indebtedness and an interest rate equal to the greater of (i) the
weighted average annual interest rate actually applicable to all Unsecured
Indebtedness excluding Long Term Unsecured Indebtedness during such Fiscal
Quarter or (ii) the then current ten (10) year U.S. Treasury bill yield plus one
and three-quarters percent (1.75%) plus (b) one-quarter of the actual debt
service charges due during the current fiscal year pursuant to the Long Term
Unsecured Indebtedness.

"Pro Rata
Share" means, with respect to any Lender, a fraction (expressed as a
percentage), the numerator of which shall be the amount of such Lender's
Commitment and the denominator of which shall be the aggregate amount of all of
the Lenders' Commitments.

"Proceedings" means, collectively, all actions, suits and proceedings
before, and investigations commenced or threatened by or before, any court or
Governmental Authority with respect to a Person.

"Property"
means, as to any Person, all real or personal property (including, without
limitation, buildings, facilities, structures, equipment and other assets,
tangible or intangible) owned by such Person.

"Rating
Agency" means either of (i) Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. or (ii) Moody's Investors Services, Inc.

"Regulations T,
U and X" mean such Regulations of the Federal Reserve Board as in effect
from time to time.

"REIT" means
Chelsea Property Group, Inc., a Maryland corporation that was formerly known as
Chelsea GCA Realty, Inc.

"Release"
means the release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching or migration into the indoor or outdoor
environment or into or out of any property, including the movement of
Contaminants through or in the air, soil, surface water, groundwater or
property.

"Remedial
Action" means any action required by applicable Environmental Laws to (i)
clean up, remove, treat or in any other way address Contaminants in the indoor
or outdoor environment; (ii) prevent the Release or threat of Release or
minimize the further Release of Contaminants so they do not migrate or endanger
or threaten to endanger public health or welfare or the indoor or outdoor
environment; or (iii) perform preremedial studies and investigations and
post-remedial monitoring and care.

"Rent
Stabilization Date" means, with respect to each Construction Project, the
date which shall be (i) the first day of a Fiscal Quarter (ii) not more than six
(6) months after the date on which the first certificate of occupancy (or the
equivalent) has been issued for any portion of such Construction Project and
(iii) set forth in a notice from Borrower to Agent given prior to such Rent
Stabilization Date.

"Replacement
Reserve Amount" means, with respect to any Property or group of Properties
for any Fiscal Quarter, a reserve for replacement reserves, leasing costs and
recurring capital expenditures equal to the product of $0.075 times the
gross leasable area of such Property or group of Properties excluding the gross
leasable area of any Construction Project thereon prior to the Rent
Stabilization Date with respect to such Construction Project. The Replacement
Reserve Amount for the Portfolio Properties will be based on the gross leasable
area of the Properties owned by Borrower or one of its Subsidiaries and the
Borrower's Share of the gross leasable area of the Properties owned by the
Unconsolidated Affiliates.

"Reportable
Event" means any of the events described in Section 4043(b) of ERISA, other
than an event for which the thirty (30) day notice requirement is waived by
regulations.

"Requirements of
Law" mean, as to any Person, the charter and by-laws, partnership agreement
or other organizational or governing documents of such Person, and any law, rule
or regulation, Permit, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject, including without limitation, the Securities Act, the Securities
Exchange Act, Regulations T, U and X, FIRREA and any certificate of occupancy,
zoning ordinance, building, environmental or land use requirement or Permit or
occupational safety or health law, rule or regulation.

"Requisite
Lenders" mean, collectively, Lenders whose Pro Rata Shares, in the
aggregate, are at least sixty-six and two-thirds percent (66-2/3%),
provided that, in determining such percentage at any given time, all then
existing Defaulting Lenders will be disregarded and excluded and the Pro Rata
Shares of Lenders shall be redetermined, for voting purposes only, to exclude
the Pro Rata Shares of such Defaulting Lenders and provided,
further, that the Agent must always be among the Requisite Lenders except
that after an Event of Default described in Section 10.1.1 decisions by
the Requisite Lenders to accelerate and/or exercise remedies pursuant to
Section 10.2.1 shall be made without regard to whether the Agent is among
the Requisite Lenders.

"Revolving
Loans" means the Revolving Loans made pursuant to the Facility under
Section 2.1.1.

"Secured
Borrower Debt" means all Borrower Debt that is secured by a Lien on any
Property.

"Securities"
means any stock, shares, 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 any evidence of
the Obligations, provided that Securities shall not include Cash
Equivalents, Investment Mortgages or interests in Unconsolidated Affiliates.

"Securities
Act" means the Securities Act of 1933, as amended to the date hereof and
from time to time hereafter, and any successor statute.

"Securities
Exchange Act" means the Securities Exchange Act of 1934, as amended to the
date hereof and from time to time hereafter, and any successor statute.

"Senior
Loans" has the meaning given to such term in Section 11.4.2.

"Solvent"
means, as to any Person at the time of determination, that such Person (i) owns
property the value of which (both at fair valuation and at present fair saleable
value) is greater than the amount required to pay all of such Person's
liabilities (including contingent liabilities and debts); (ii) is able to pay
all of its debts as such debts mature; and (iii) has capital sufficient to carry
on its business and transactions and all business and transactions in which it
is about to engage.

"Subsidiary"
of a Person means any corporation, limited liability company, partnership, trust
or other entity of which a majority of the stock (or equivalent ownership or
controlling interest) having voting power to elect a majority of the Board of
Directors (if a corporation) or to select the trustee or equivalent controlling
interest, shall, at the time such reference becomes operative, be directly or
indirectly owned or controlled by such Person.

"Subsidiary
Guaranty" means the Guaranty of even date herewith in favor of the Agent and
the Lenders executed by the Guarantor Subsidiaries listed on Schedule 5.5
and each Guaranty in substantially the same form that is hereafter executed and
delivered by other Wholly-Owned Subsidiaries.

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

"Termination
Date" has the meaning given to such term in Section 2.1.4.

"Termination
Event" means (i) any Reportable Event, (ii) the withdrawal of a Person, or
an ERISA Affiliate from a Benefit Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA, (iii) the
occurrence of an obligation arising under Section 4041 of ERISA of a Person or
an ERISA Affiliate to provide affected parties with a written notice of an
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA, (iv) the institution by the PBGC of proceedings to
terminate any Benefit Plan under Section 4042 of ERISA, (v) any event or
condition which constitutes grounds under Section 4042 of ERISA for the
appointment of a trustee to administer a Benefit Plan, (vi) the partial or
complete withdrawal of such Person or any ERISA Affiliate from a Multiemployer
Plan, or (vii) the adoption of an amendment by any Person or any ERISA Affiliate
to terminate any Benefit Plan.

"Total
Liabilities" means without duplication (i) all Indebtedness of Borrower and
its Subsidiaries, whether or not such Indebtedness would be included as a
liability on the balance sheet of Borrower in accordance with GAAP, plus (ii)
all other liabilities of every nature and kind of Borrower and its Subsidiaries
that would be included as liabilities on the balance sheet of Borrower in
accordance with GAAP, plus (iii) the Borrower's Share of all Indebtedness of all
Unconsolidated Affiliates.

"Unconsolidated
Affiliate" means any Affiliate in which Borrower or any Subsidiary of
Borrower has an ownership interest, whose financial results are not consolidated
under GAAP in the Financial Statements.

"Unencumbered
Net Operating Income" means, with respect to any Fiscal Quarter of the
Borrower, the sum of the Net Operating Income of all of its Properties which
were Unencumbered Properties hereunder during such Fiscal Quarter.

"Unencumbered
Property" means a Property which at the date of determination, (i) is owned
by Borrower, by a Guarantor Subsidiary or by an Eligible Affiliate, (ii) is
classified as either a Premium Center or an Other Retail Center in Borrower's
filings with the Commission; (iii) is not directly or indirectly subject to any
Lien (other than Permitted Liens) or to any negative pledge agreement or other
agreement (other than this Agreement) that prohibits the creation of any Lien
thereon; (iv) is a Property with respect to which each of the representations
contained in Section 5.22 and in Section 5.23 hereof is true and
accurate as of such date of determination; (v) may be legally conveyed
separately from any other Real Estate without the need to obtain any subdivision
approval, zoning variance or other consent or approval from an unrelated Person;
(vi) is located in the United States, and (vii) to the extent requested by the
Agent, the Borrower has delivered to the Agent historical operating and leasing
information relating to such Unencumbered Property, in form and substance
satisfactory to the Agent.

"Unencumbered
Property Value" means, with respect to any Unencumbered Property at any
time, an amount computed as follows: (a) the Net Operating Income of such
Unencumbered Property for the most recent Fiscal Quarter for which financial
statements have been delivered to the Agent pursuant to Section 6.1; (b)
then multiplying by four (4); and (c) dividing such product by either 0.09 (if
such Unencumbered Property is classified as a Premium Center) or 0.12 (if such
Unencumbered Property is classified as an Other Retail Center). With respect to
any Unencumbered Property which, during the applicable Fiscal Quarter, has been
acquired by Borrower or has had the building or buildings being constructed
thereon completed and occupied by tenants, Borrower may compute the Unencumbered
Property Value for such Unencumbered Property based on a pro forma Net Operating
Income for such Fiscal Quarter, which computation must be approved by the Agent.

"Unmatured Event
of Default" means an event which, with the giving of notice or the lapse of
time, or both, would constitute an Event of Default.

"Unsecured
Indebtedness" means all Indebtedness of Borrower or of any of its
Subsidiaries which is not secured by a Lien on any Properties including, without
limitation, the Loans, the Borrower's reimbursement obligations relating to the
Letters of Credit, the Fleet Term Loan, the Unsecured Term Notes and any
Indebtedness evidenced by any bonds, debentures, notes or other debt securities
which may be hereafter issued by Borrower or by the REIT. Unsecured Indebtedness
shall not include accrued ordinary operating expenses payable on a current
basis.

"Unsecured Term
Note Indenture" means the Indenture dated as of January 23, 1996 among the
Borrower, the REIT and State Street Bank and Trust Company, as trustee, as
supplemented through the date hereof, and as hereafter amended or further
supplemented.

"Unsecured Term
Note Secured Debt Limitation" means the provision contained in the Unsecured
Term Note Indenture which limits the Borrower's "Secured Debt" to not more than
40% of its "Adjusted Total Assets" (as such quoted terms are defined in said
Indenture). If the Unsecured Term Note Indenture is amended to reduce the
permitted amount of Secured Borrower Debt this defined term shall automatically
be deemed to incorporate such amendment, but if the Unsecured Term Note
Indenture is amended to increase the permitted amount of Secured Borrower Debt
this definition shall not be deemed to incorporate such amendment until the same
has been approved by the Requisite Lenders.

"Unsecured Term
Notes" means, collectively, all notes from time to time outstanding under
the Unsecured Term Note Indenture.

"Value of All
Other Properties" means, when determined as of the end of a Fiscal Quarter,
an amount computed as follows: (a) Other Properties Net Operating Income; (b)
then multiplying by four (4); and (c) dividing such product by 0.12.

"Value of All
Other Retail Centers " means, when determined as of the end of a Fiscal
Quarter, an amount computed as follows: (a) Other Retail Centers Net Operating
Income; (b) then multiplying by four (4); and (c) dividing such product by 0.12.

"Value of All
Premium Centers " means, when determined as of the end of a Fiscal Quarter,
an amount computed as follows: (a) Premium Centers
Net Operating Income; (b) then multiplying by four (4); and (c) dividing such
product by 0.09.

"Value of All
Unencumbered Properties" means, when determined as of the end of a Fiscal
Quarter, an amount equal to the sum of the Unencumbered Property Value of each
Unencumbered Property owned by Borrower or by a Guarantor Subsidiary for such
Fiscal Quarter, plus the Borrower's Share of the Unencumbered Property Value of
each Unencumbered Property owned by an Eligible Affiliate, provided, however,
that (i) to the extent that more than ten percent (10%) of such number is
attributable to Unencumbered Properties that are owned by Eligible Affiliates,
the amount in excess of said 10% shall be excluded from the Value of All
Unencumbered Properties, and (ii) to the extent that more than five percent (5%)
of such number is attributable to Unencumbered Properties that are not on land
owned in fee by Borrower, a Guarantor Subsidiary or an Eligible Affiliate or
that are subject to a Capital Lease or a ground lease, the amount in excess of
said 5% shall be excluded from the Value of All Unencumbered Properties. When
determined as of a date which is during a Fiscal Quarter based on an updated
list of Unencumbered Properties attached to the applicable Compliance
Certificate, the Value of All Unencumbered Properties most recently computed as
provided in the preceding sentence of this definition will be adjusted by
subtracting the Unencumbered Property Value of the previous Unencumbered
Properties which have been deleted from such list and by adding the Unencumbered
Property Value of the Unencumbered Properties which have been added to such list.

"Wholly-Owned
Subsidiary" means a Subsidiary which is 100% owned directly or indirectly by
Borrower or a Wholly-Owned Subsidiary of Borrower.

1.2      Computation of Time Periods. In this
Agreement, in the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the words
"to" and "until" each mean "to and including". Periods of days referred to in
this Agreement shall be counted in calendar days unless Business Days are
expressly prescribed.

1.3      Terms.

1.3.1      Any
accounting terms used in this Agreement which are not specifically defined shall
have the meanings customarily given them in accordance with GAAP. All references
herein to Borrower, the REIT or any other Person, in connection with any
financial or related covenant, representation or calculation, shall be
understood to mean and refer to Borrower, the REIT and such other Person on a
consolidated basis in accordance with GAAP, unless otherwise specifically
provided and subject in all events to any adjustments herein set
forth.

1.3.2      Any time the
phrase "to the best of Borrower's knowledge" or a phrase similar thereto is used
herein, it means: to the actual knowledge of the then executive or senior
officers of Borrower and the REIT, after reasonable inquiry of those agents,
employees or contractors of the REIT or Borrower who could reasonably be
anticipated to have knowledge with respect to the subject matter or
circumstances in question and after review of those documents or instruments
which could reasonably be anticipated to be relevant to the subject matter or
circumstances in question provided that such reasonable inquiry need not be
undertaken at the time of each Compliance Certificate.

1.3.3      In each case
where the consent or approval of Agent, all Lenders and/or Requisite Lenders is
required, or their non-obligatory action is requested by Borrower, such consent,
approval or action shall be in the sole and absolute discretion of Agent and, as
applicable, each Lender, unless otherwise specifically indicated.

1.3.4      Any time the word "or" is used herein,
unless the context otherwise clearly requires, it has the inclusive meaning
represented by the phrase and/or. The words hereof,
herein, hereby, hereunder and similar terms
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Article, section, subsection, clause, exhibit and schedule references
are to this Agreement unless otherwise specified. Any reference in this
Agreement to this Agreement or to any other Loan Document includes any and all
amendments, modifications, supplements, renewals or restatements thereto or
thereof, as applicable.

ARTICLE II
LOANS AND LETTERS OF CREDIT

2.1      Loan Advances and Repayment.

2.1.1      Maximum
Loan Amount. Subject to the terms and conditions set forth in this
Agreement, Lenders hereby agree to make Loans to Borrower from time to time
during the period from the Closing Date to the Business Day next preceding the
Termination Date, in an aggregate outstanding principal amount which shall not
exceed the Maximum Loan Amount at any time. All Loans under this Agreement shall
be made by Lenders simultaneously and proportionately to their respective Pro
Rata Shares, it being understood that no Lender shall be responsible for any
failure by any other Lender to perform its obligation to make a Loan hereunder
and that the Commitment of any Lender shall not be increased or decreased as a
result of the failure by any other Lender to perform its obligation to make a
Loan. Loans may be voluntarily prepaid pursuant to Section 2.6.1 and,
subject to the provisions of this Agreement, any amounts so prepaid may be
reborrowed under this Section 2.1.1. The principal balance of the Loans
shall be payable in full on the Termination Date. The Loans will be evidenced by
the Loan Notes.

2.1.2      Notice of
Borrowing.

| | (a)          (i)
          
Whenever Borrower desires to borrow under this Section 2.1, but in no
event more than three (3) times during any one (1) calendar month, Borrower
shall give Agent, at 115 Perimeter Center Place, N.E., Suite 500, Atlanta, GA
30346, Attn: Lori Y. Litow (Fax No. (770)390-8434) or such other address as
Agent shall designate, an original or facsimile Notice of Borrowing no
later than 9:00 A.M. (Eastern time), not less than three (3) nor more than five
(5) Business Days prior to the proposed Funding Date of each Loan. The Agent
shall notify each Lender by telephone or facsimile with regard to each Notice of
Borrowing not later than 11:00 A.M. (Eastern Time) on the second Business Day
preceding the proposed Funding Date.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          
Notwithstanding the foregoing or any other provision hereof to
the contrary a Notice of Borrowing may be given not less than two (2) Business
Days prior to the proposed Funding Date of a Loan if the additional Borrowing
shall be requested as a Base Rate Loan.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
           Each Notice of
Borrowing shall specify (1) the Funding Date (which shall be a Business
Day) in respect of the Loan, (2) the amount of the proposed Loan,
provided that the aggregate amount of such proposed Loan shall equal
Four Million Dollars ($4,000,000) or integral multiples of One Million Dollars
($1,000,000) in excess thereof, (3) whether the Loan to be made thereunder
will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the Interest
Period, (4) to which account of Borrower the funds are to be directed, and
(5) the proposed use of such Loan. Any Notice of Borrowing pursuant to this
Section 2.1.2 shall be irrevocable.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)      Borrower may
elect (i) to convert LIBOR Loans or any portion thereof into Base Rate Loans,
(ii) to convert Base Rate Loans or any portion thereof to LIBOR Loans, or
(iii) to continue any LIBOR Loans or any portion thereof for an additional
Interest Period, provided,
however, that the aggregate amount of the Loans being converted into or
continued as LIBOR Loans shall equal Four Million Dollars ($4,000,000) or an
integral multiple of One Million Dollars ($1,000,000) in excess thereof. The
applicable Interest Period for the continuation of any LIBOR Loan shall commence
on the day on which the next preceding Interest Period expires. The conversion
of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of
the Interest Period relating to such LIBOR Loan; such conversion shall occur
automatically in the absence of an election under clause (iii) above.
Each election under clause (ii) or clause (iii) above shall be
made by Borrower giving Agent an original or facsimile Notice of Borrowing no
later than 9:00 A.M. (Eastern time), not less than three (3) nor more than five
(5) Business Days prior to the date of a conversion to or continuation of a
LIBOR Loan, specifying, in each case (1) the amount of the conversion or
continuation, (2) the Interest Period therefor, and (3) the date of
the conversion or continuation (which date shall be a Business Day).

(c)      Upon receipt of
a Notice of Borrowing in proper form requesting LIBOR Loans under
subparagraph (a) or (b) above, Agent shall determine the
LIBOR applicable to the Interest Period for such LIBOR Loans, and shall, prior
to the beginning of such Interest Period, give (by facsimile) a Fixed Rate
Notice in respect thereof to Borrower and Lenders; provided,
however, that failure to give such notice to Borrower shall not affect
the validity of such rate. Each determination by Agent of the LIBOR shall be
conclusive and binding upon the parties hereto in the absence of manifest error.

2.1.3      Making of
Loans. Subject to Section 11.3, Agent shall make the proceeds of
Loans available to Borrower on such Funding Date and shall disburse such funds
in Dollars in immediately available funds to Borrowers commercial demand
account at Fleet or such other account specified in the Notice of Borrowing
acceptable to Agent.

2.1.4.      Term.
The outstanding balance of the Loans shall be payable in full on the earliest to
occur of (i) the Maturity Date, or, if the Maturity Date has been extended
pursuant to Section 2.10, the Maturity Date as so extended, (ii) the
acceleration of the Loans pursuant to Section 10.2.1, or
(iii) Borrowers written notice to Agent (pursuant to Section
2.6.1) of Borrowers election to prepay all accrued obligations and
terminate all Commitments (the Termination Date).

2.3      Lenders' Accounting. Agent shall
maintain a loan account (the "Loan Account") on its books in which shall
be recorded (i) the names and addresses and the Commitments of Lenders, and
principal amount of Loans owing to each Lender from time to time, and (ii) all
advances and repayments of principal and payments of accrued interest under the
Loans, as well as payments of the Facility Fee and the Letter of Credit fee, as
provided in this Agreement.

2.4      Interest on the Loans.

2.4.1      Base Rate
Loans. Subject to Section 2.4.4, all Base Rate Loans shall bear
interest on the average daily unpaid principal amount thereof from the date made
until paid in full at a fluctuating rate per annum equal to the Base Rate. Base
Rate Loans shall be made in minimum amounts of Four Million Dollars ($4,000,000)
or an integral multiple of One Million ($1,000,000) in excess thereof.

2.4.2      
LIBOR Loans. Subject to Sections 2.4.4 and 2.4.8, all
LIBOR Loans shall bear interest on the unpaid principal amount thereof during
the Interest Period applicable thereto at a rate per annum equal to the sum of
LIBOR for such Interest Period plus the Applicable LIBOR Rate Margin.
LIBOR Loans shall be in tranches of Four Million Dollars ($4,000,000) or One
Million Dollar ($1,000,000) increments in excess thereof. No more than eight (8)
LIBOR Loan tranches shall be outstanding at any one time, of which no more than
two (2) LIBOR Loan tranches with an Interest Period of seven (7) days shall be
outstanding at any one time. Notwithstanding anything to the contrary contained
herein and subject to the Default Interest provisions contained in Section
2.4.4, if an Event of Default occurs and as a result thereof the Commitments
are terminated, all LIBOR Loans will convert to Base Rate Loans upon the
expiration of the applicable Interest Periods therefor or the date all Loans
become due, whichever occurs first.

2.4.3      Interest
Payments. Subject to Section 2.4.4, interest accrued on all Loans
shall be payable by Borrower, in the manner provided in Section 2.6.2, in
arrears on the first Business Day of the first calendar month following the
Closing Date, the first Business Day of each succeeding calendar month
thereafter, and on the Termination Date.

2.4.4      Default
Interest. Notwithstanding the rates of interest specified in Sections
2.4.1 and 2.4.2 and the payment dates specified in Section
2.4.3, effective immediately upon the occurrence and during the continuance
of any Event of Default, the principal balance of all Loans then outstanding
and, to the extent permitted by applicable law, any interest payments on the
Loans not paid when due shall bear interest payable upon demand at a rate which
is four percent (4%) per annum in excess of the Base Rate. All other amounts due
Agent or Lenders (whether directly or for reimbursement) under this Agreement or
any of the other Loan Documents if not paid when due, or if no time period is
expressed, if not paid within thirty (30) days after demand, shall bear interest
from and after demand at the rate set forth in this Section 2.4.4.

2.4.5       Late
Fee. Borrower acknowledges that late payment to Agent will cause Agent and
Lenders to incur costs not contemplated by this Agreement. Such costs include,
without limitation, processing and accounting charges. Therefore, if Borrower
fails timely to pay any sum due and payable hereunder through the Termination
Date, unless waived by Agent pursuant to Section 11.11.1 or Requisite
Lenders, a late charge of four cents ($.04) for each dollar of any principal
payment, interest or other charge due hereon and which is not paid within ten
(10) days after such payment is due, shall be charged by Agent (for the benefit
of Lenders) and paid by Borrower for the purpose of defraying the expense
incident to handling such delinquent payment; provided,
however, that no late charges shall be assessed with respect to any
period during which Borrower is obligated to pay interest at the rate specified
in Section 2.4.4, or in respect of any failure to pay all Obligations on
the Termination Date. Borrower and Agent agree that this late charge represents
a reasonable sum considering all of the circumstances existing on the date
hereof and represents a fair and reasonable estimate of the costs that Agent and
Lenders will incur by reason of late payment. Borrower and Agent further agree
that proof of actual damages would be costly and inconvenient. Acceptance of any
late charge shall not constitute a waiver of the default with respect to the
overdue installment, and shall not prevent Agent from exercising any of the
other rights available hereunder or any other Loan Document. Such late charge
shall be paid without prejudice to any other rights of Agent.

2.4.6      
Computation of Interest. Interest shall be computed on the basis of the
actual number of days elapsed in the period during which interest or fees accrue
and a year of three hundred sixty (360) days. In computing interest on any Loan,
the date of the making of the Loan shall be included and the date of payment
shall be excluded; provided, however, that if a Loan is repaid on
the same day on which it is made, one (1) days interest shall be paid on
that Loan. Changes in the Applicable LIBOR Rate Margin shall take effect as of
the date on which the condition set forth in the relevant clause of the
definition of each such term is satisfied. If, at any time, the rate of
interest, together with all amounts which constitute interest and which are
reserved, charged or taken by the Lenders as compensation for fees, services or
expenses incidental to the making, negotiating or collection of the Loans or the
other Obligations, shall he deemed by any competent court of law, governmental
agency or tribunal to exceed the maximum rate of interest permitted to be
charged by any Lender to Borrower under applicable law, then, during such time
as such rate of interest would be deemed excessive, that portion of each sum
paid attributable to that portion of such interest rate that exceeds the maximum
rate of interest so permitted shall be deemed a voluntary prepayment of
principal. As used herein, the term applicable law shall mean the
law in effect as of the date hereof, provided, however, that in the event there
is a change in the law which results in a higher permissible rate of interest,
then this Agreement and the Notes shall be governed by such new law as of its
effective date.

2.4.7       Changes;
Legal Restrictions. In the event that after the Closing Date (i) the
adoption of or any change in any law, treaty, rule, regulation, guideline or
determination of a court or Governmental Authority or any change in the
interpretation or application thereof by a court or Governmental Authority, or
(ii) compliance by Agent or any Lender with any request or directive made
or issued after the Closing Date from any central bank or other Governmental
Authority or quasi-governmental authority:

| | (a) subjects Agent or any Lender to any tax, duty or other charge of any kind
with respect to the Facility, this Agreement or any of the other Loan Documents
or the Loans, or changes the basis of taxation of payments to Agent or such
Lender of principal, fees, interest or any other amount payable hereunder,
except for net income, gross receipts, gross profits or franchise taxes imposed
by any jurisdiction and not specifically based upon loan transactions (all such
non-excepted taxes, duties and other charges being hereinafter referred to as
"Lender Taxes");
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) imposes, modifies or holds applicable, in the determination of Agent or any
Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital
allocation or similar requirement (other than a requirement of the type
described in Section 2.7) against assets held by, or deposits or other
liabilities in or for the account of, advances or loans by, or other credit
extended by, or any other acquisition of funds by, Agent or such Lender or any
applicable lending office; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) imposes on Agent or any Lender any other condition (other than one
described in Section 2.7) materially more burdensome in nature, extent or
consequence than those in existence as of the Closing Date,
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and the result of any of the foregoing is to increase the cost
to Agent or any Lender of making, renewing, maintaining or participating in the
Loans or to reduce any amount receivable thereunder; then, in any such
case, Borrower shall promptly pay to Agent or such Lender, as applicable, upon
demand, such amount or amounts (based upon a reasonable allocation thereof by
Agent or such Lender to the financing transactions contemplated by this
Agreement and affected by this
Section 2.4.7) as may be necessary to compensate Agent or such Lender for
any such additional cost incurred or reduced amounts received; provided,
however, that if the payment of such compensation may not be legally made
whether by modification of the applicable interest rate or otherwise, then
Lenders shall have no further obligation to make Loans that cause Agent or any
Lender to incur such increased cost, and all affected Loans shall become
immediately due and payable by Borrower. Agent or such Lender shall deliver to
Borrower and in the case of a delivery by Lender, such Lender shall also deliver
to Agent, a written statement of the claimed additional costs incurred or
reduced amounts received and the basis therefor as soon as reasonably
practicable after such Lender obtains knowledge thereof. If Agent or any Lender
subsequently recovers any amount of Lender Taxes previously paid by Borrower
pursuant to this Section 2.4.7, whether before or after termination of
this Agreement, then, upon receipt of good funds with respect to such recovery,
Agent or such Lender will refund such amount to Borrower if no Event of Default
or Unmatured Event of Default then exists or, if an Event of Default or
Unmatured Event of Default then exists, such amount will be credited to the
Obligations in the manner determined by Agent or such Lender.

2.4.8     
Certain Provisions Regarding LIBOR Loans.

| | (a) LIBOR Lending Unlawful. If any Lender shall determine (which
determination shall, upon notice thereof to Borrower and Agent, be conclusive
and binding on the parties hereto) that the introduction of or any change in or
in the interpretation of any law makes it unlawful, or any central bank or other
Governmental Authority asserts that it is unlawful, for such Lender to make or
maintain any Loan as a LIBOR Loan, (i) the obligations of such Lenders to make
or maintain any Loans as LIBOR Loans shall, upon such determination, forthwith
be suspended until such Lender shall notify Agent that the circumstances causing
such suspension no longer exist, and (ii) if required by such law or assertion,
the LIBOR Loans of such Lender shall automatically convert into Base Rate Loans
in which case no LIBOR Prepayment Fee shall be due upon such conversion.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) Deposits Unavailable. If Agent shall have determined in good faith
that adequate means do not exist for ascertaining the interest rate applicable
hereunder to LIBOR Loans, then, upon notice from Agent to Borrower the
obligations of all Lenders to make or maintain Loans as LIBOR Loans shall
forthwith be suspended until Agent shall notify Borrower that the circumstances
causing such suspension no longer exist. Agent will give such notice when it
determines, in good faith, that such circumstances no longer exist;
provided, however, that Agent shall not have any liability to any
Person with respect to any delay in giving such notice.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) LIBOR Prepayment Fee . Borrower acknowledges that prepayment or
acceleration of a LIBOR Loan during an Interest Period shall result in Lenders
incurring additional costs, expenses and/or liabilities and that it is extremely
difficult and impractical to ascertain the extent of such costs, expenses and/or
liabilities. (For all purposes of this subparagraph (c), any Loan not being made
as a LIBOR Loan in accordance with the Notice of Borrowing therefor, as a result
of Borrower's cancellation thereof, shall be treated as if such LIBOR Loan had
been prepaid.) Therefore, on the date a LIBOR Loan is prepaid or the date all
sums payable hereunder become due and payable, by acceleration or otherwise
("Prepayment Date"), Borrower will pay to Agent, for the account of each
Lender, (in addition to all other sums then owing), an amount ("LIBOR
Prepayment Fee") determined by the Agent as follows: The current rate for
United States Treasury securities (bills on a discounted basis shall be
converted to a bond equivalent) with a maturity date closest to the end of the
Interest Period as to which prepayment is made, shall be subtracted from the
interest rate applicable to the LIBOR Loan being prepaid. If the result is zero
or a negative number, there shall be no LIBOR Prepayment Fee. If the result is a
positive number, then the resulting percentage shall be multiplied by the amount
of the prepayment of the LIBOR Loan. The resulting amount shall be divided by
360 and multiplied by the number of days remaining in the Interest Period as to
which the prepayment is being made. The resulting amount shall be the LIBOR
Prepayment Fee.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

2.4.9
     Withholding Tax Exemption. At least five
(5) Business Days prior to the first day on which interest or fees are payable
hereunder for the account of any Lender, each Lender that is not incorporated
under the laws of the United States of America, or a state thereof, agrees that
it will deliver to Agent and Borrower two (2) duly completed copies of United
States Internal Revenue Service Form 1001 or Form 4224, certifying in either
case that such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes. Each
Lender which so delivers a Form 1001 or Form 4224 further undertakes to deliver
to Agent and Borrower two (2) additional copies of such form (or any applicable
successor form) on or before the date that such form expires (currently, three
(3) successive calendar years for Form 1001 and one (1) calendar year for Form
4224) or becomes obsolete or after the occurrence of any event requiring a
change in the most recent forms so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by Agent or
Borrower, in each case certifying that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, unless an event (including without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender advises Agent that
it is not capable of receiving payments without any deduction or withholding of
United States federal income taxes. If any Lender cannot deliver such form, then
Borrower may withhold from such payments such amounts as are required by the
Internal Revenue Code.

2.5      Fees.

2.5.1      
Facility Fee. From and after the Closing Date and until the Obligations
are paid in full and this
Agreement is terminated or, if sooner, the date the Commitments terminate, and
subject to Section 11.4.2, Borrower shall pay to Agent, for the account
of each Lender, a fee calculated at the rate of 12.5 basis points per year of
the amount of the Facility. The aforesaid fee (the Facility
Fee) shall be payable, in the manner provided in Section 2.6.2,
annually in advance on the Closing Date and on each April 1 thereafter and shall
be prorated for the period between the Closing Date and March 31, 2003. The
Facility Fee shall be deemed to be fully earned when paid and no portion thereof
shall be refunded should the Facility be terminated prior to the expiration of
the applicable annual period.

2.5.2      
Commitment Fees. On the Closing Date, Borrower shall pay to Agent, for
the account of each Lender, a commitment fee calculated at the rate of (i) 25
basis points of the amount of such Lenders Commitment under the Facility
that corresponds to a commitment provided by such Lender under the 1998 Facility
and (ii) 75 basis points of the amount of such Lenders Commitment under
the Facility that does not correspond to a commitment provided by such Lender
under the 1998 Facility and such 75 basis point commitment fee shall be prorated
to reflect the fact that the period between the Closing Date and the Maturity
Date is less than three (3) full years.

2.5.3       Agency
Fees. Borrower shall pay Agent such fees as are provided for in a fee letter
agreed to between Agent and Borrower, as in existence from time to time.

2.5.4      
 Extension Fees. In the event that Borrower exercises its right to
extend the Maturity Date pursuant to Section 2.10, Borrower shall pay to
Agent, for the account of each Lender, extension fees as provided in Section
2.10.

2.5.5       Payment
of Fees. The fees described in this Section 2.5 represent
compensation for services rendered and to be rendered separate and apart from
the lending of money or the provision of credit and do not constitute
compensation for the use, detention or forbearance of money, and the obligation
of Borrower to pay the fees described herein shall be in addition to, and not in
lieu of, the obligation of Borrower to pay interest, other fees and expenses
otherwise described in this Agreement. All fees shall be payable when due in
immediately available funds and shall be non-refundable when paid. If Borrower
fails to make any payment of fees or expenses specified or referred to in this
Agreement due to Agent or Lenders, including without limitation those referred
to in this Section 2.5, in Section 12.1, or otherwise under this
Agreement or any separate fee agreement between Borrower and Agent or any Lender
relating to this Agreement, when due, the amount due shall bear interest until
paid at the Base Rate and, after ten (10) days at the rate specified in
Section 2.4.4 (but not to exceed the maximum rate permitted by applicable
law), and shall constitute part of the Obligations.

2.6      Payments.

2.6.1      
 Voluntary Prepayments. Borrower may, upon not less than three (3) Business
Days prior written notice to Agent not later than 11:00 A.M. (Eastern time) on
the date given, at any time and from time to time, prepay any Loans in whole or
in part. Any notice of prepayment given to Agent under this Section 2.6.1
shall specify the date of prepayment and the principal amount of the prepayment.
In the event of a prepayment of LIBOR Loans, Borrower shall concurrently pay any
LIBOR Prepayment Fee payable in respect thereof. Agent shall provide to each
Lender a confirming copy of such notice on the same Business Day such notice is
received.

2.6.2      
Manner and Time of Payment. All payments shall be made by Borrower to
Agent at Agents main office or such other place as Agent may from time to
time specify in writing in lawful currency of the United States of America in
immediately available funds, without counterclaim or setoff and free and clear
of, and without any deduction or withholding for, any taxes or other payments.
All payments of principal, interest and fees hereunder payable to Agent or the
Lenders shall be made not later than 11:00 A.M. (Eastern time) on the date due;
and funds received by Agent after that time and date shall be deemed to have
been paid on the next succeeding Business Day.

2.6.3      
Payments on Non-Business Days. Whenever any payment to be made by
Borrower hereunder shall be stated to be due on a day which is not a Business
Day, payments shall be made on the next succeeding Business Day and such
extension of time shall be included in the computation of the payment of
interest hereunder and of any of the fees specified in Section 2.5, as
the case may be.

2.7      Increased Capital. If either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) compliance by Agent or any Lender with any guideline or
request from any central bank or other Governmental Authority made or issued
after the Closing Date affects or would affect the amount of capital required or
expected to be maintained by Agent or such Lender or any corporation controlling
Agent or such Lender, and Agent or such Lender determines that the amount of
such capital is increased by or based upon the existence of Agent's obligations
hereunder or such Lender's Commitment, then, upon demand by Agent or such
Lender, Borrower shall immediately pay to Agent or such Lender, from time to
time as specified by Agent or such Lender, additional amounts sufficient to
compensate Agent or such Lender in the light of such circumstances, to the
extent that Agent or such Lender determines such increase in capital to be
allocable to the existence of Agent's obligations hereunder or such Lender's
Commitment. A certificate as to such amounts submitted to Borrower by Agent or
such Lender shall, in the absence of manifest error, be conclusive and binding
for all purposes.

2.8      Notice of Increased Costs. Each Lender
agrees that, as promptly as reasonably practicable after it becomes aware of the
occurrence of an event or the existence of a condition which would cause it to
be affected by any of the events or conditions described in Section 2.4.7
or 2.4.8 or Section 2.7, it will notify Borrower, and provide a
copy of such notice to Agent, of such event and the possible effects thereof,
provided that the failure to provide such notice shall not affect
Lender's rights to reimbursement provided for herein.

2.9      Letters of Credit

2.9.1      
Terms of Letters of Credit. Up to
$50,000,000 of the Facility may be used by Borrower for the issuance of Letters
of Credit by the Agent for the account of the Borrower subject to the terms and
conditions set forth herein. Each Letter of Credit shall be denominated in
dollars and shall be a standby letter of credit issued to support the
obligations of Borrower (i) in connection with any purpose for which Loan
proceeds may be used hereunder, or (ii) to advance loans to Foreign Affiliates,
or to make other forms of Foreign Investment, provided that upon the issuance of
a Letter of Credit for the purpose set forth in this clause (ii) the face amount
thereof shall be added to the amount of Foreign Investments as of the time of
issuance when determining compliance with Section 9.10. Each Letter of
Credit shall have an initial term of not more than one (1) year, and shall
expire no later than five (5) Business Days prior to the Termination Date.
Although the Agent shall be the issuing bank of the Letter of Credit, each
Lender hereby accepts for its own account and risk an undivided interest equal
to its Pro Rata Share in the Agents obligations and rights under each
Letter of Credit issued hereunder. Each Lender unconditionally and irrevocably
agrees with the Agent that, if a draft is paid under any Letter of Credit, such
Lender shall promptly pay to the Agent an amount equal to such Lenders Pro
Rata Share of the amount of such draft or any part thereof. Upon the issuance of
each Letter of Credit hereunder, there shall be reserved from each Lenders
Commitment an amount equal to such Lenders Pro Rata Share of the face
amount of the Letter of Credit. Such reserved amounts shall remain in place and
shall be unavailable for borrowing under Section 2.1 until the date that
the Letter of Credit expires, is fully drawn or is terminated.

2.9.2      
Letter of Credit Request. The Borrower shall give to the Agent a
written notice in the form of Exhibit F hereto of each Letter of Credit
requested hereunder (a Letter of CreditRequest) no less than
six (6) Business Days prior to the proposed Issuance Date of the requested
Letter of Credit, provided that Agent may, in its sole discretion, reduce said 6
Business Day period to not less than 3 Business Days. Each Letter of Credit
Request shall specify (i) the name and address of the beneficiary of the
requested Letter of Credit, (ii) the face amount of the requested Letter of
Credit, (iii) the proposed Issuance Date and expiration date of the requested
Letter of Credit, (iv) the proposed form of the requested Letter of Credit, and
(v) the permitted purpose for which the Letter of Credit will be used. The Agent
may also require that the Borrower complete its standard letter of credit
application form and submit the same together with the Letter of Credit Request.
The Agent shall provide a copy of the Letter of Credit Request to the Lenders at
least two (2) Business Days before the Issuance Date of the Letter of Credit. If
the issuance of the requested Letter of Credit will not cause the outstanding
principal of the Loans to exceed the Maximum Loan Amount and the Agent
determines, in its discretion, that it is willing to issue the requested Letter
of Credit, and that it is satisfied with the proposed form thereof, the Letter
of Credit shall be issued by the Agent and each of the Lenders shall then be
obligated to the Agent with respect to its Pro Rata Share of the Letter of
Credit as provided above in
Section 2.9.1.

2.9.3      
Letter of Credit Fees. On or before the Issuance Date of any requested
Letters of Credit, the Borrower shall pay to the Agent for its own account an
issuance fee equal to fifteen basis points (.15%) of the face amount of the
Letter of Credit. On or before the date of any renewal or extension of a Letter
of Credit, the Borrower shall pay to the Agent for its own account a renewal fee
equal to seven and one half basis points (.075%) of the face amount of the
Letter of Credit. The Borrower shall pay to the Agent for the account of the
Lenders a Letter of Credit fee equal to the then prevailing Applicable
LIBOR Rate Margin per annum of the face amount of the Letter of Credit, which
Letter of Credit fee shall be due and payable on the Issuance Date of the Letter
of Credit and on the date of each renewal or extension thereof, and shall be
prorated for any partial year based on a 360-day year and paid for the actual
number of days elapsed. Promptly after its receipt thereof the Agent shall
distribute such Letter of Credit fee to the Lenders in accordance with their
respective Pro Rata Shares. Such fees shall be nonrefundable and shall not be
further prorated in the event that the Letter of Credit terminates prior to its
scheduled expiration date. The Borrower also agrees to reimburse the Agent for
all reasonable fees, costs, expenses and disbursements of the Agent in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

2.9.4      
Drawing. Promptly after each Drawing Date the Agent shall notify the
Lenders and the Borrower of the amount of the draft paid by the Agent on such
Drawing Date. The payment of a draft under a Letter of Credit shall constitute
an advance of a Loan which shall bear interest as a Base Rate Loan from the
Drawing Date. On the Drawing Date each Lender shall pay to the Agent its Pro
Rata Share of the amount of the draft under the Letter of Credit so paid. If the
Agent receives such payment from any Lender on a date after the Drawing Date,
such Lender shall pay to the Agent on demand interest on said amount at the
Federal Funds Rate. Each Lenders obligation to pay its Pro Rata Share of
each draft under a Letter of Credit shall not be subject to the satisfaction of
any conditions set forth in this Agreement and shall not depend on whether there
may then be an Event of Default or an Unmatured Event of Default. Within three
(3) Business Days after each Drawing Date, the Borrower shall deliver to the
Agent a written explanation of the facts and circumstances relating to such
drawing and a Compliance Certificate and any other information requested by the
Agent for the purpose of allowing the Lenders to determine whether the drawing
or related events have resulted in an Event of Default. The Agent shall promptly
provide copies of such explanation and information to the Lenders. In the event
that there is a legal impediment to treating the payment of a draft under a
Letter of Credit as constituting an advance of a Loan as provided in this
paragraph, upon written demand by the Agent, each other Lender shall purchase
from the Agent a participating interest in the unreimbursed draft paid pursuant
to such Letter of Credit in an amount equal to such other Lenders Pro Rata
Share of such unreimbursed draft. Each Lender agrees to purchase its Pro Rata
Share of such unreimbursed draft within one (1) Business Day after such demand
therefor is made by the Agent and on such date of purchase, an amount equal to
such Lenders Pro Rata Share of the such unreimbursed draft to be purchased
by such Lender shall be advanced to the Agent.

2.9.5      
Borrower's Obligations Regarding Letters of Credit.  The Borrower's
obligations under this Section 2.9 shall be absolute and unconditional
under any and all circumstances and irrespective of any set-off, counterclaim or
defense to payment which the Borrower may have or have had against the Agent,
any Lender or any beneficiary of a Letter of Credit. The Borrower also agrees
that the Agent shall not be responsible for, and the Borrowers
reimbursement obligations hereunder shall not be affected by, among other
things, (i) the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or (ii) any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or (iii) any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. The Agent shall
not be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors, omissions,
interruptions or delays caused by the Agents gross negligence or willful
misconduct. The Borrower agrees that any action taken or omitted by the Agent
under or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Customs and
Practices for Documentary Credits as the same may be amended from time to time,
shall be binding on the Borrower and shall not result in any liability of the
Agent to the Borrower.

2.10      Extension of Maturity Date. Borrower
shall have the right to extend the Maturity Date for one (1) additional period
of twelve (12) consecutive months (the Extension Period),
provided that Borrower strictly complies with all of the following conditions
precedent for such Extension Period:

| | (a) Borrower shall have provided a written notice of its intent to so extend (an
"Extension Notice") to Agent at least forty-five (45) days prior to the
initial Maturity Date;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) There shall be no existing Event of Default on the date the Extension Notice
is delivered or on the initial Maturity Date; and
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (c) Borrower shall have paid, prior to the commencement of the Extension Period,
to Agent, for the account of each Lender, an extension fee equal to one-quarter
of one percent (0.25%) of the amount of the Facility.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.11      Reallocation of Loans on Closing Date. On the Effective Date the
outstanding principal balance of the Loans under the 1998 Facility shall be
reallocated among the Lenders such that after the Closing Date the outstanding
principal amount of Loans owed to each Lender shall be equal to such
Lenders Pro Rata Share of the outstanding amount of all Loans. Not later
than 11:00 a.m. (Boston time) on the Closing Date each of Wachovia Bank and
Bayerische Landesbank will make available to the Agent in immediately available
funds, the amount required to effect such reallocation and such amount will be
distributed to the other Lenders in order to achieve such reallocation. On the
Closing Date, interest and unused commitment fees accrued under the 1998 Credit
Agreement through the Closing Date will be paid by Borrower and distributed by
the Agent to the Lenders based on the Pro Rata Shares applicable under the 1998
Credit Agreement prior to the Closing Date.

ARTICLE III
UNENCUMBERED PROPERTIES AND PORTFOLIO PROPERTIES

3.1.      Listing of Unencumbered Properties.
The Borrower represents and warrants that each of the Properties listed on
Schedule 1 will on the Closing Date satisfy all of the conditions set
forth in the definition of Unencumbered Property. From time to time during the
term of this Agreement additional Properties may become Unencumbered Properties
and certain Properties which previously satisfied the conditions set forth in
the definition of Unencumbered Property may cease to be Unencumbered Properties
by virtue of property dispositions, creation of Liens or other reasons. There
shall be attached to each Compliance Certificate delivered pursuant hereto an
updated listing of the Unencumbered Properties relied upon by the Borrower in
computing the Value of All Unencumbered Properties and the Unencumbered Net
Operating Income stated in such Compliance Certificate.

3.2.      Waivers by Requisite Lenders. If any
Property fails to satisfy any of the requirements contained in the definition of
Unencumbered Property then the applicable Property may nevertheless be deemed to
be Unencumbered Property hereunder if the Requisite Lenders grant the necessary
waivers and vote to accept such Property as an Unencumbered Property.

3.3.      Rejection of Unencumbered Properties.
If at any time the Agent determines that any Property listed as an Unencumbered
Property by the Borrower does not satisfy all of the requirements of the
definition of Unencumbered Property (to the extent not waived by the Requisite
Lenders pursuant to Section 3.2) it may reject an Unencumbered Property
by notice to the Borrower and if the Agent so requests the Borrower shall revise
the applicable Compliance Certificate to reflect the resulting change in the
Value of All Unencumbered Properties and the Unencumbered Net Operating
Income.

3.4       Updated Lists of Unencumbered Properties
and Portfolio Properties. Schedule 1 contains a list of the
Unencumbered Properties and Schedule 1.1 sets forth a list of the
Portfolio Properties (other than the Unencumbered Properties) each as of the
date hereof. Schedule 1.1 includes a statement of the reason that each
Property listed thereon does not qualify as an Unencumbered Property. Promptly
upon the acquisition or disposition of any of the Portfolio Properties and
promptly upon the creation of any Lien or other event which causes any of the
Portfolio Properties which previously qualified as an Unencumbered Property to
no longer satisfy the definition of Unencumbered Property, Borrower shall
deliver to Agent an updated Schedule 1 and/or Schedule 1.1 and any
other information as may be reasonably requested by Agent relating to such
change in the list of Unencumbered Properties and/or Portfolio Properties,
including a Compliance Certificate.

ARTICLE IV
CONDITIONS TO LOANS

4.1      Conditions to effectiveness of amendment
and restatement. This Amended and Restated Credit Agreement shall become
effective upon satisfaction or waiver of each of the following conditions
precedent (provided that the Agent may, in its sole discretion, extend the time
for delivery of evidence of qualification and good standing pursuant to
paragraphs (f) and (h) of Section 4.1.1 and paragraph (e) of Section
4.1.2 with respect to states other than the state of organization of the
applicable entity), and until such conditions are satisfied or waived, the 1998
Credit Agreement shall continue in effect:

4.1.1      Borrower
Documents. Borrower shall have executed and/or delivered to Agent each of
the following, in form and substance acceptable to Agent:

| | (a) |  | this Agreement;
| | --- |  | ---------------

| | (b) |  | the Loan Notes;
| | --- |  | ---------------

| | (c) |  | the Subsidiary Guaranty;
| | --- |  | ------------------------

| | (d) |  | Certified copy of Borrower's Limited Partnership Agreement, as amended;
| | --- |  | -----------------------------------------------------------------------

| | (e) |  | Certified copy of Borrower's Certificate of Limited Partnership from the
Delaware Secretary of State;
| | --- |  | -----------------------------------------------------------------------------------------------------

| | (f) |  | Evidence of qualification and good standing of Borrower in Delaware and in each
state where Borrower owns or manages any Unencumbered Property;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | Certified copies of the organizational documents of each Guarantor
Subsidiary;
| | --- |  | ------------------------------------------------------------------------------

| | (h) |  | Evidence of qualification and good standing of each Guarantor Subsidiary in the
state of its organization and in each state where it owns any Unencumbered
Property.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.1.2      REIT
Documents. The REIT shall have executed and/or delivered to Agent each of
the following, in form and substance acceptable to Agent:

| | (a) |  | The Guaranty;
| | --- |  | -------------

| | (b) |  | Articles of Incorporation, as amended, of the REIT, as certified by the
Secretary of State of Maryland;
| | --- |  | -------------------------------------------------------------------------------------------------------

| | (c) |  | By-laws of the REIT as certified by the Secretary of the REIT;
| | --- |  | --------------------------------------------------------------

| | (d) |  | Good Standing Certificate for the REIT from the Secretary of State of Maryland;
| | --- |  | -------------------------------------------------------------------------------

| | (e) |  | Evidence of qualification and good standing of the REIT in each state where
Borrower owns or manages any Unencumbered Property;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------

| | (f) |  | Certificate of Secretary regarding corporate resolutions of the REIT, and the
incumbency of its officers as certified by the Secretary of the REIT.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

4.1.3      
Compliance Certificate. Borrower shall have delivered to Agent a
Compliance Certificate demonstrating compliance with the financial covenants in
Article IX on the Closing Date.

4.1.4     
 Material Adverse Changes. No change, as determined by Agent shall
have occurred, during the period commencing December 31, 2001, and ending on the
Closing Date, which has a Material Adverse Effect on Borrower or the
REIT.

4.1.5      
Litigation Proceedings. There shall not have been instituted or
threatened, during the period commencing December 31, 2001, and ending on
the Closing Date, any litigation or proceeding in any court or Governmental
Authority affecting or threatening to affect Borrower or the REIT which has a
Material Adverse Effect, as reasonably determined by Agent.

4.1.6      No Event
of Default; Satisfaction of Financial Covenants. On the Closing Date, no
Event of Default or Unmatured Event of Default shall exist and all of the
financial covenants contained in Article IX shall be
satisfied.

4.1.7      Payments
on Closing Date. Agent shall have received interest and unused commitment
fees accrued under the 1998 Credit Agreement through the Closing Date, certain
fees as provided in Section 2.5, and all expenses of Agent incurred prior
to such Closing Date in connection with this Agreement (including without
limitation all attorneys fees and costs), shall have been paid by
Borrower. The Agent shall pay to each Lender its portion of the facility fees
and commitment fees as described in said Section 2.5.

4.1.8      
Opinion of Counsel. Agent shall have
received, on behalf of Agent and Lenders, favorable opinions of counsel for
Borrower and the REIT dated as of the Closing Date, in form and substance
satisfactory to Agent.

4.1.9      
Representations and Warranties. All
representations and warranties contained in this Agreement and the other Loan
Documents shall be true and correct in all material respects.

4.2      Conditions Precedent to All Loans and Letters of Credit. The
obligation of each Lender to make any Loan requested to be made by it and the
obligation of the Agent to issue any Letter of Credit requested by Borrower, on
any date, is subject to satisfaction of the following conditions precedent as of
such date:

4.2.1      
Documents. With respect to a request for a Loan, Agent shall have
received, on or before the Funding Date and in accordance with the provisions of
Section 2.1.2, an original and duly executed Notice of Borrowing. With
respect to a request for a Letter of Credit, Agent shall have received, on or
before the Issuance Date and in accordance with the provisions of Section
2.9.2 an original and duly executed Letter of Credit Request.

4.2.2       Additional
Matters. As of the Funding Date for any Loan and after giving effect to the
Loans being requested and as of the Issuance Date of any Letter of Credit after
giving effect to the issuance of the requested Letter of Credit:

| | (a)     
Representations and Warranties. All of the representations and
warranties contained in this Agreement and in any other Loan Document (other
than representations and warranties which expressly speak only as of a different
date and other than for changes permitted or contemplated by this Agreement)
shall be true and correct in all material respects on and as of such Funding
Date or such Issuance Date, as though made on and as of such date;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)     
No Default. No Event of Default or Unmatured Event of Default shall have
occurred and be continuing or would result from the making of the requested Loan
or the issuance of the requested Letter of Credit, and all of the financial
covenants contained in Article IX shall be satisfied; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)     
No Material Adverse Change. Since the Closing Date, no change shall have
occurred which shall have a Material Adverse Effect on Borrower or REIT, as
determined by Agent, other than any such change the occurrence of which has been
waived by Requisite Lenders in connection with any prior Borrowing.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each submission by Borrower
to Agent of a Notice of Borrowing with respect to a Loan and the acceptance by
Borrower of the proceeds of each such Loan made hereunder and each submission by
Borrower to Agent of a Letter of Credit Request shall constitute a
representation and warranty by Borrower as of the Funding Date in respect of
such Loan that all the conditions contained in this Section 4.2.2 have
been satisfied.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to make the Loans and issue the Letters of Credit,
Borrower hereby represents and warrants to Lenders as follows:

5.1      Borrower Organization; Partnership Powers. Borrower (i) is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Delaware, (ii) is duly qualified to do business as a foreign
limited partnership and in good standing under the laws of each jurisdiction in
which Borrower owns or leases real property or in which the nature of its
business requires it to be so qualified, except for those jurisdictions where
failure to so qualify and be in good standing would not have a Material Adverse
Effect on Borrower, and (iii) has all requisite partnership power and authority
to own and operate its property and assets and to conduct its business as
presently conducted.

5.2      Borrower Authority. Borrower has the
requisite partnership power and authority to execute, deliver and perform each
of the Loan Documents to which it is or will be a party. The execution, delivery
and performance thereof, and the consummation of the transactions contemplated
thereby, have been duly approved by the general partner of Borrower, and no
other partnership proceedings or authorizations on the part of Borrower or its
general or limited partners are necessary to consummate such transactions. Each
of the Loan Documents to which Borrower is a party has been duly executed and
delivered by Borrower and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency and other laws affecting creditors' rights generally.

5.3      REIT Organization; Corporate Powers.
The REIT (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland, (ii) is duly qualified to do
business as a foreign corporation and in good standing under the laws of each
jurisdiction in which Borrower or the REIT owns or leases real property or in
which the nature of its business requires it to be so qualified, except for
those jurisdictions where failure to so qualify and be in good standing would
not have a Material Adverse Effect on the REIT, and (iii) has all requisite
corporate power and authority to own and operate its property and assets, to
perform its duties as general partner of Borrower and to conduct its business as
presently conducted.

5.4       REIT Authority. The REIT has the
requisite corporate power and authority to execute, deliver and perform the
Guaranty and, in its capacity as general partner of the Borrower each of the
other Loan Documents. The execution, delivery and performance thereof, and the
consummation of the transactions contemplated thereby, have been duly approved
by the Board of Directors of the REIT, and no other corporate proceedings on the
part of the REIT are necessary to consummate such transactions. Each of the Loan
Documents to which the REIT is a party has been duly executed and delivered by
the REIT and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency and
other laws affecting creditors' rights generally.

5.5      Ownership of Borrower, each Subsidiary and
Unconsolidated Affiliate. Schedule 5.5 sets forth the general
partners and limited partners (or other holders of ownership interests) of each
Subsidiary or Unconsolidated Affiliate and their respective ownership
percentages and there are no other partnership (or other ownership) interests
outstanding. Schedule 5.5 also classifies the Unconsolidated Affiliates
as Eligible Affiliates, Foreign Affiliates, Internet Affiliates or other
Unconsolidated Affiliates. Promptly following any material change in the
information set forth on Schedule 5.5, Borrower shall deliver to the
Agent a notice describing such change. All of the partnership (or other
ownership) interests in Borrower and each Unconsolidated Affiliate and all of
the stock of each Subsidiary have been issued in compliance with all applicable
Requirements of Law.

5.6      No Conflict. The execution, delivery
and performance by Borrower of the Loan Documents to which it is or will be a
party, and each of the transactions contemplated thereby, do not and will not
(i) conflict with or violate Borrower's limited partnership agreement or
certificate of limited partnership or other organizational documents or the
REIT's articles of incorporation, by-laws or other organizational documents, as
the case may be, or (ii) conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any
Requirement of Law, Contractual Obligation or Court Order of or binding upon
Borrower or the REIT, or (iii) require termination of any Contractual
Obligation, or (iv) result in or require the creation or imposition of any Lien
whatsoever upon any of the Portfolio Properties or assets of Borrower, other
than Permitted Liens or Liens created by the Loan Documents.

5.7      Consents and Authorizations. Each of
Borrower and the REIT has obtained all consents and authorizations required
pursuant to its Contractual Obligations with any other Person, and shall have
obtained all consents and authorizations of, and effected all notices to and
filings with, any Governmental Authority, as may be necessary to allow Borrower
and the REIT to lawfully execute, deliver and perform the Loan Documents.

5.8      Governmental Regulation. Neither
Borrower, the REIT nor any Subsidiary or Unconsolidated Affiliate is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or
any other federal or state statute or regulation such that its ability to incur
indebtedness is limited or its ability to consummate the transactions
contemplated by the Loan Documents is materially impaired.

5.9      Prior Financials. The December 31, 2001
Consolidated Balance Sheet, Statement of operations and Statement of Cash Flows
of (i) the REIT contained in the REIT's Form 10K and (ii) the Borrower contained
in the Borrower's Form 10K (the "December 31, 2001 Financials") delivered
to Agent prior to the date hereof were prepared in accordance with GAAP and
fairly present the assets, liabilities and financial condition of the REIT on a
consolidated basis, at such date and the results of its operations and its cash
flows, on a consolidated basis, for the period then ended.

5.10      Projections and Forecasts. Each of the
projections and forecasts delivered to Agent since January 1, 2001 (1) has been
prepared by Borrower in light of the past business and performance of Borrower
on a consolidated basis and (2) represent as of the date thereof, the reasonable
good faith estimates of Borrower's financial personnel.

5.11      Prior Operating Statements. Each of
the consolidating operating statements pertaining to the Portfolio Properties
delivered to Agent since January 1, 2001 was prepared in accordance with GAAP in
effect on the date such operating statement of each Portfolio Property was
prepared and fairly presents the results of operations of such Portfolio
Property for the period then ended.

5.12      Rent Rolls. The Rent Rolls for the
Portfolio Properties as of December 31, 2001 previously delivered to the Agent
pursuant to the 1998 Facility (i) have been prepared in accordance with the
books and records of the Portfolio Properties, and (ii) fairly present the
leasing status of the Portfolio Properties as of the date thereof. Since the
date of said Rent Rolls there has been no substantial adverse change to the
leasing status of the Portfolio Properties.

5.13      Litigation; Adverse
Effects.

| | (a)      There is no action, suit, Proceeding,
governmental investigation or arbitration, at law or in equity, or before or by
any Governmental Authority, pending or, to the best of Borrowers
knowledge, threatened against Borrower, the REIT or any Portfolio Property,
which, if adversely determined, would (i) result in a Material Adverse
Effect on Borrower or the REIT, (ii) materially and adversely affect the
ability of any party to any of the Loan Documents to perform its obligations
thereunder, or (iii) materially and adversely affect the ability of
Borrower to perform its obligations contemplated in the Loan
Documents.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)      Neither Borrower nor the REIT is (i) in
violation of any applicable law, which violation has a Material Adverse Effect
on Borrower or the REIT, or (ii) in default with respect to any Court Order.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.14      No Material Adverse Change. Since
December 31, 2001, there has occurred no event which has a Material Adverse
Effect on Borrower or the REIT, and no material adverse change in Borrower's
ability to perform its obligations under the Loan Documents to which it is a
party or the transactions contemplated thereby.

5.15      Payment of Taxes. All material tax
returns and reports to be filed by Borrower and the REIT have been timely filed,
and all taxes, assessments, fees and other governmental charges shown on such
returns or otherwise payable by Borrower have been paid when due and payable
(other than real property taxes, which may be paid prior to delinquency so long
as no penalty or interest shall attach thereto), except such taxes, if any, as
are reserved against in accordance with GAAP and 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 on Borrower or the REIT. Borrower has no knowledge of any proposed tax
assessment against Borrower or the REIT that will have a Material Adverse Effect
on Borrower or the REIT.

5.16      Material Adverse Agreements. Neither
the Borrower nor the REIT is a party to or subject to any Contractual Obligation
or other restriction contained in the Borrower's limited partnership agreement
or certificate of limited partnership, the REIT's Articles of Incorporation or
bylaws or similar governing documents which has a Material Adverse Effect on
Borrower or the ability of Borrower to perform its obligations under the Loan
Documents.

5.17      Performance. Neither Borrower nor the
REIT is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any Contractual Obligation
applicable to it, and no condition exists which, with the giving of notice or
the lapse of time or both, would constitute a default under such Contractual
Obligation in each case, except where the consequences, direct or indirect, of
such default or defaults, if any, will not have a Material Adverse Effect on
Borrower or the REIT.

5.18      Federal Reserve Regulations. No part
of the proceeds of the Loan hereunder will be used to purchase or carry any
"margin security" as defined in Regulation T or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry any
margin security or for any other purpose which might constitute this transaction
a "purpose credit" within the meaning of said Regulation T. Neither Borrower nor
the REIT is engaged primarily in the business of extending credit for the
purpose of purchasing or carrying any "margin stock" as defined in Regulation U.
No part of the proceeds of the Loan hereunder will be used for any purpose that
violates, or which is inconsistent with, the provisions of Regulation X or any
other regulation of the Federal Reserve Board.

5.19      Unsecured Term Notes. The Unsecured
Term Notes were issued in compliance with all applicable Requirements of Law and
there is no existing "Event of Default" as defined in the Unsecured Term Note
Indenture.

5.20      Requirements of Law. Borrower and the
REIT are in compliance with all Requirements of Law (including without
limitation the Securities Act and the Securities Exchange Act, and the
applicable rules and regulations thereunder, state securities law and "Blue Sky"
laws) applicable to it and its respective businesses, in each case, where the
failure to so comply will have a Material Adverse Effect on any such Person. The
REIT has made all filings with and obtained all consents of the Commission
required under the Securities Act and the Securities Exchange Act in connection
with the execution, delivery and performance by the REIT of the Loan Documents,
except that this Credit Agreement will be filed with the Commission after the
closing date.

5.21      Patents, Trademarks, Permits, Etc.
Borrower and the REIT own, are licensed or otherwise have the lawful right to
use, or have all permits and other governmental approvals, patents, trademarks,
trade names, copyrights, technology, know-how and processes used in or necessary
for the conduct of each such Person's business as currently conducted, the
absence of which would have a Material Adverse Effect upon such Person. The use
of such permits and other governmental approvals, patents, trademarks, trade
names, copyrights, technology, know-how and processes by each such Person does
not infringe on the rights of any Person, subject to such claims and
infringements as do not, in the aggregate, give rise to any liability on the
part of any such Person which would have a Material Adverse Effect on any such
Person.

5.22      Environmental Matters. Except as set
forth on Schedule 5.22, to the best of Borrower's knowledge, (i) the
operations of Borrower and its Subsidiaries and Unconsolidated Affiliates comply
in all material respects with all applicable local, state and federal
environmental, health and safety Requirements of Law ("Environmental
Laws"); (ii) none of the Portfolio Properties are subject to any Remedial
Action or other Liabilities and Costs arising from the Release or threatened
Release of a Contaminant into the environment in violation of any Environmental
Laws; (iii) neither Borrower, the REIT nor any Unconsolidated Affiliate or
Subsidiary has filed any notice under applicable Environmental Laws reporting a
Release of a Contaminant into the environment in violation of any Environmental
Laws, except as the same may have been heretofore remedied; (iv) there is not
now on or in any of the Portfolio Properties (except in compliance in all
material respects with all applicable Environmental Laws): (A) any underground
storage tanks, (B) any asbestos-containing material, or (C) any polychlorinated
biphenyls (PCB's) used in hydraulic oils, electrical transformers or other
equipment owned by such Person; and (v) neither Borrower, the REIT nor any
Unconsolidated Affiliate or Subsidiary has received any notice or claim to the
effect that it is or may be liable to any Person as a result of the Release or
threatened Release of a Contaminant into the environment.

5.23      Unencumbered Properties. Each of the
Properties listed on
Schedule 1 (i) qualifies as an Unencumbered Property and (ii) is free of
any material defects in the roof, foundation, structural elements and masonry
walls of the buildings thereon or their hvac, electrical, sprinkler or plumbing
systems.

5.24      Solvency. Borrower is and will be
Solvent after giving effect to the disbursements of the Loans and the payment
and accrual of all fees then payable.

5.25       Title to Assets; No Liens. Borrower
has good, indefeasible and merchantable title to all Properties owned or leased
by it, and each of the Unencumbered Properties is free and clear of all Liens,
except Permitted Liens.

5.26      Use of Proceeds. Borrower's use of the
proceeds of the Loans are, and will continue to be, legal and proper uses (and
to the extent necessary, duly authorized by Borrower's partners) and such uses
are consistent with all applicable laws and statutes and Section 7.9.

5.27      REIT Capitalization. All of the
capital stock of the REIT has been issued in compliance with all applicable
Requirements of Law.

5.28      ERISA. Neither the REIT nor any ERISA
Affiliate thereof (including, for all purposes under this Section 5.28,
Borrower) has in the past five (5) years maintained or contributed to or
currently maintains or contributes to any Benefit Plan. No Unconsolidated
Affiliate has or is likely to incur any liability with respect to any Benefit
Plan maintained or contributed to by such Unconsolidated Affiliate or its ERISA
Affiliates, which would have a Material Adverse Effect on Borrower. Neither the
REIT nor any ERISA Affiliate thereof has during the past five (5) years
maintained or contributed to or currently maintains or contributes to any
employee welfare benefit plan within the meaning of Section 3(1) of ERISA which
provides benefits to retirees. Neither the REIT nor any ERISA Affiliate thereof
is now contributing nor has it ever contributed to or been obligated to
contribute to any Multiemployer Plan, no employees or former employees of the
REIT, or such ERISA Affiliate have been covered by any Multiemployer Plan in
respect of their employment by the REIT, and no ERISA Affiliate of the REIT has
or is likely to incur any withdrawal liability with respect to any Multiemployer
Plan which would have a Material Adverse Effect on the REIT.

5.29      Status as a REIT. The REIT (i) is a
real estate investment trust as defined in Section 856 of the Internal Revenue
Code (or any successor provision thereto), (ii) has not revoked its election to
be a real estate investment trust, (iii) has not engaged in any "prohibited
transactions" as defined in Section 856(b)(6)(iii) of the Internal Revenue Code
(or any successor provision thereto), and (iv) for its current "tax year" (as
defined in the Internal Revenue Code) is and for all prior tax years subsequent
to its election to be a real estate investment trust has been entitled to a
dividends paid deduction which meets the requirements of Section 857 of the
Internal Revenue Code.

5.30      Ownership. The REIT does not own or
have any interest in any other Person, other than its general partnership
interests in Borrower and in the ATC Partnership and its interest as a Member of
Chelsea GCA Realty LLC and S/C Orlando Development LLC.

5.31      NYSE Listing. The common stock of the
REIT is and will continue to be listed for trading on either the New York Stock
Exchange or the American Stock Exchange.

5.32      Current Construction Projects.
Schedule 5.32 sets forth a description of all of the Current Construction
Projects and all of the Construction Projects presently planned for 2002
including with respect to each project: its location, gross leasable area, total
budgeted cost, construction commencement date and expected Rent Stabilization
Date which information shall be deemed to be updated to reflect information set
forth in Compliance Certificates delivered to Agent.

ARTICLE VI
REPORTING COVENANTS

Borrower covenants and agrees that, on and after the date hereof, until payment
in full of all of the Obligations, the expiration of the Commitments and
termination of this Agreement:

6.1      Financial Statements and Other Financial
and Operating Information. Borrower shall maintain or cause to be maintained
a system of accounting established and administered in accordance with sound
business practices and consistent with past practice to permit preparation of
quarterly and annual financial statements in conformity with GAAP, and each of
the financial statements described below shall be prepared on a consolidated
basis for the REIT and for the Borrower from such system and records. Borrower
shall deliver or cause to be delivered to Agent (with copies sufficient for each
Lender):

6.1.1      
Rent Rolls. As soon as practicable
following the request from any Lender, rent rolls (on Borrowers detailed
form of rent roll) for each Portfolio Property (to the extent so requested)
dated as of the last day of the most recently completed Fiscal Quarter, in form
and substance satisfactory to Agent, certified by the REITs chief
executive officer, president, chief financial officer, or treasurer. Copies of
the rent rolls will be provided only to those Lenders which expressly request
copies thereof.

6.1.2       Quarterly Financial Statements Certified by Officer. As soon as practicable,
and in any event within fifty (50) days after the end of each of the first three
Fiscal Quarters, consolidated balance sheets, statements of operations and
statements of cash flow for the REIT and the Borrower, which may be in the form
provided to the Commission on the REITs Form 10Q and the Borrowers
Form 10Q (unless the Borrower is not required to file a Form 10Q), and certified
by the REITs chief executive officer, president, chief financial officer,
or treasurer.

6.1.3       Annual
Financial Statements. Within ninety (90) days after the close of each Fiscal
Year, annual Financial Statements of the REIT and of the Borrower, on a
consolidated basis (in the form provided to the Commission on the REITs
Form 10K and the Borrowers Form 10K), audited and certified without
qualification by the Accountants provided, however, that at such time as the
Borrower is no longer required to file a Form 10K with the Commission, Borrower
may deliver only the REITs audited Financial Statement accompanied by a
letter from the Accountants stating that with the exception of the minority
interest line there is no material difference between the Financial Statements
of Borrower and such audited Financial Statements of the REIT. To the extent
Agent desires additional details or supporting information with respect to
Unconsolidated Affiliates or individual Portfolio Properties not contained in
the REITs or Borrowers Form 10K, Borrower shall provide Agent with
such details or supporting information as Agent requests which is reasonably
available to Borrower.

6.1.4       Officer's
Certificate. (i) Together with each delivery of any Financial Statement
pursuant to Sections 6.1.2 and 6.1.3, (A) an Officers
Certificate of the REIT stating that each of the Financial Statements delivered
to Agent therewith (i) has been prepared in accordance with the books and
records of the REIT and Borrower on a consolidated basis, and (ii) fairly
presents the financial condition of the REIT and Borrower on a consolidated
basis, at the dates thereof (and, if applicable, subject to normal year-end
adjustments) and the results of its operations and cash flows, on a consolidated
basis, for the period then ended; (B) an Officers Certificate of the
REIT, stating that the executive officer who is the signatory thereto (which
officer shall be the chief executive officer, the chief operating officer, the
chief financial officer, any senior vice president or the treasurer of the REIT)
has reviewed, or caused under his supervision to be reviewed, the terms of this
Agreement and the other principal Loan Documents, and has made, or caused to be
made under his supervision, a review in reasonable detail of the transactions
and condition of Borrower and the REIT, during the accounting period covered by
such Financial Statements, and that such review has not disclosed the existence
during or at the end of such accounting period, and that the signers do not have
knowledge of the existence as of the date of the Officers Certificate, of
any condition or event which constitutes an Event of Default or Unmatured Event
of Default, or, if any such condition or event existed or exists, specifying the
nature and period of existence thereof and what action has been taken, is being
taken and is proposed to be taken with respect thereto; and (C) a
Compliance Certificate demonstrating in reasonable detail (which detail shall
include actual calculation and supporting information) compliance during and at
the end of such accounting periods with the financial covenants contained in
Article IX.

6.1.5       Borrowing
Projections. At least ten (10) days prior to the end of each Fiscal Year,
projections of Borrower, on a consolidated basis, detailing expected borrowing
and repayment of the Loans for the following Fiscal Year together with an
Officers Certificate of the REIT stating that such projections (1) have
been prepared by Borrower in light of the past business and performance of
Borrower on a consolidated basis and (2) represent, as of the date thereof, the
reasonable good faith estimates of Borrowers financial personnel. Borrower
shall also provide such additional supporting details as Agent may reasonably
request.

6.1.6       Compliance with Unencumbered Property Requirements. Promptly upon becoming
aware of any condition or event which causes any of the Properties listed as
Unencumbered Properties on the most recent Compliance Certificate to no longer
comply with the requirements set forth in the definition of Unencumbered
Properties, an Officers Certificate specifying the relevant information
and a revised Compliance Certificate.

6.1.7       Knowledge
of Event of Default. Promptly upon Borrower obtaining knowledge (i) of
any condition or event which constitutes an Event of Default or Unmatured Event
of Default, or becoming aware that any Lender has given notice or taken any
other action with respect to a claimed Event of Default or Unmatured Event of
Default or (ii) of any condition or event which has a Material Adverse
Effect on Borrower or the REIT, an Officers Certificate specifying the
nature and period of existence of any such condition or event, or specifying the
notice given or action taken by such Lender and the nature of such claimed Event
of Default, Unmatured Event of Default, event or condition, and what action
Borrower and/or the REIT has taken, is taking and proposes to take with respect
thereto.

6.1.8      
Litigation, Arbitration or Government Investigation. Promptly upon
Borrower or the REIT obtaining knowledge of (i) the institution of, or
threat of, any material action, suit, proceeding, governmental investigation or
arbitration against or affecting Borrower or the REIT not previously disclosed
in writing by Borrower to Agent pursuant to this Section 6.1.8, or
(ii) any material development in any action, suit, proceeding, governmental
investigation or arbitration already disclosed, which, in either case, has a
Material Adverse Effect on Borrower or the REIT, a notice thereof to Agent and
such other information as may be reasonably available to it to enable Agent,
Lenders and their counsel to evaluate such matters.

6.1.9      
Establishment of Benefit Plan and Increase in Contributions to the Benefit
Plan. Not less than ten (10) days prior to the effective date thereof, a
notice to Agent of the establishment of a Benefit Plan (or the incurrence of any
obligation to contribute to a Multiemployer Plan) by Borrower, the REIT or any
ERISA Affiliate. Within thirty (30) days after the first to occur of an
amendment of any then existing Benefit Plan of Borrower, the REIT or any ERISA
Affiliate which will result in an increase in the benefits under such Benefit
Plan or a notification of any such increase, or the establishment of any new
Benefit Plan by Borrower, the REIT or any ERISA Affiliate or the commencement of
contributions to any Benefit Plan to which Borrower, the REIT or any ERISA
Affiliate was not previously contributing, a copy of said amendment,
notification or Benefit Plan. For so long as any such Benefit Plan exists,
prompt notice of any Termination Event, prohibited transaction, funding waiver
request, unfavorable determination letter or withdrawal liability under a
Multiemployer Plan.

6.1.10      
Failure of the REIT to Qualify as Real Estate Investment Trust. Promptly
upon, and in any event within forty-eight (48) hours after Borrower first has
actual knowledge of (i) the REIT failing to continue to qualify as a real
estate investment trust as defined in Section 856 of the Internal Revenue Code
(or any successor provision thereof), (ii) any act by the REIT causing its
election to be taxed as a real estate investment trust to be terminated,
(iii) any act causing the REIT to be subject to the taxes imposed by
Section 857(b)(6) of the Internal Revenue Code (or any successor provision
thereto), or (iv) the REIT failing to be entitled to a dividends paid
deduction which meets the requirements of Section 857 of the Internal Revenue
Code, a notice of any such occurrence or circumstance.

6.1.11       Asset
Acquisitions and Dispositions, Indebtedness, Etc. Without limiting
Article VIII or any other restriction in the Loan Documents, and in all
events not later than the same Business Day on which there is public disclosure
of any material Investments (other than in Cash Equivalents), acquisitions,
dispositions, disposals, divestitures or similar transactions involving
Property, the creation of Liens on any of the Portfolio Properties, other than
Non-Retail Properties, the execution of any long term leases of real estate in
which the Borrower or its Subsidiary is the lessee, the raising of additional
equity or the incurring or repayment of material Indebtedness, by or with
Borrower, any Unconsolidated Affiliate or Subsidiary or the REIT, telephonic or
facsimile notice thereof to Lori Y. Litow or such other person(s) as Agent may
designate from time to time, and, if requested by Agent, promptly upon
consummation of such transaction, a Compliance Certificate demonstrating in
reasonable detail (which detail shall include actual calculations) compliance,
after giving effect to such proposed transaction(s), with the covenants
contained in Article IX.

6.1.12      
Other Information. Such other information, reports, contracts, schedules,
lists, documents, agreements and instruments in the possession of the REIT or
Borrower with respect to (i) the Portfolio Properties, (ii) any
material change in the REITs investment, finance or operating policies, or
(iii) Borrowers or the REITs business, condition (financial or
otherwise), operations, performance, properties or prospects as Agent may from
time to time reasonably request, including, without limitation, annual
information with respect to cash flow projections, budgets, operating statements
(current year and immediately preceding year), rent rolls, lease expiration
reports, leasing status reports, tenant sales reports (to the extent available),
note payable summaries, equity funding requirements, contingent liability
summaries, line of credit summaries, tenant improvement allowance summaries,
note receivable summaries, schedules of outstanding letters of credit, summaries
of cash and Cash Equivalents, projections of management and leasing fees and
overhead budgets. Provided that Agent gives Borrower reasonable prior notice and
an opportunity to participate, Borrower hereby authorizes Agent to communicate
with the Accountants and authorizes the Accountants to disclose to Agent any and
all financial statements and other information of any kind, including copies of
any management letter or the substance of any oral information, that such
accountants may have with respect to Borrowers or the REITs
condition (financial or otherwise), operations, properties, performance and
prospects. At Agents request, Borrower shall deliver a letter addressed to
the Accountants instructing them to disclose such information in compliance with
this Section 6.1.12.

6.1.13       Press
Releases; SEC Filings and Financial Statements. Telephonic or telecopy
notice to Agent concurrent with or prior to issuance of any material press
release concerning the REIT or Borrower and, as soon as practicable after filing
with the Commission, all reports and notices, proxy statements, registration
statements and prospectuses of the REIT. All materials sent or made available
generally by the REIT to the holders of its publicly-held Securities or to a
trustee under any indenture or filed with the Commission, including all periodic
reports required to be filed with the commission, will be delivered to Agent and
Lenders as soon as available.

6.1.14      
Accountant Reports. Copies of all reports prepared by the Accountants and
submitted to Borrower or the REIT in connection with each annual, interim or
special audit or review of the financial statements or practices of Borrower or
the REIT, including the comment letter submitted by the Accountants in
connection with their annual audit.

6.1.15      
 Termination or Modification of Earthquake Coverage. Promptly upon, and in
any event within thirty (30) days after Borrower first has knowledge of the
termination or modification (with respect to the amount of either the coverage
provided or the applicable deductible) of the coverage provided by the blanket
property insurance rider regarding earthquake insurance for Portfolio Properties
located in Zone 1" maintained by Borrower as of the date of this
Agreement, a notice of such termination or modification.

6.2      Environmental Notices. Borrower shall
notify Agent, in writing, as soon as practicable, and in any event within ten
(10) days after Borrower's or the REIT's learning thereof, of any: (i) written
notice or claim to the effect that Borrower or the REIT is or may be liable to
any Person as a result of any material Release or threatened Release of any
Contaminant into the environment; (ii) written notice that Borrower or the REIT
is subject to investigation by any Governmental Authority evaluating whether any
Remedial Action is needed to respond to the Release or threatened Release of any
Contaminant into the environment; (iii) written notice that any Portfolio
Property is subject to an Environmental Lien; (iv) written notice that Borrower,
any Subsidiary or Unconsolidated Affiliate or the REIT has received a notice of
violation of any Environmental Laws by Borrower, any Subsidiary or
Unconsolidated Affiliate or the REIT; (v) commencement or written threat of any
judicial or administrative proceeding alleging a violation of any Environmental
Laws; (vi) written notice from a Governmental Authority of any changes to any
existing Environmental Laws that will have a Material Adverse Effect on the
operations of Borrower or the REIT; or (vii) any proposed acquisition of stock,
assets, real estate or leasing of property, or any other action by Borrower
that, to the best of Borrower's knowledge, could subject Borrower, any
Subsidiary or Unconsolidated Affiliate or the REIT to environmental, health or
safety Liabilities and Costs that will have a Material Adverse Effect on
Borrower or the REIT.

6.3      Confidentiality. Confidential
Information obtained by Agent or Lenders pursuant to this Agreement or in
connection with the Facility shall not be disseminated by Agent or Lenders and
shall not be disclosed to third parties except to regulators, taxing authorities
and other governmental agencies having jurisdiction over Agent or such Lender or
otherwise in response to Requirements of Law, to their respective auditors and
legal counsel and in connection with regulatory, administrative and judicial
proceedings as necessary or relevant including enforcement proceedings relating
to the Loan Documents, and to any prospective assignee of or participant in a
Lender's interest under this Agreement or any prospective purchaser of the
assets or a controlling interest in any Lender, provided that such
prospective assignee, participant or purchaser first agrees to be bound by the
provisions of this Section 6.3. For purposes hereof, "Confidential
Information" shall mean all nonpublic information obtained by Agent or
Lenders, unless and until such information becomes publicly known, other than as
a result of unauthorized disclosure by Agent or Lenders of such information.

ARTICLE VII
AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, on and after the date hereof, until payment
in full of all of the Obligations, the expiration of the Commitments and
termination of this Agreement:

7.1      Existence. Each of Borrower and the REIT shall
at all times maintain its existence and preserve and keep in
full force and effect its rights and franchises. Borrower shall remain a
Delaware limited partnership with the REIT as its sole general partner.

7.2      Qualification, Name. Each of Borrower and the
REIT shall qualify and remain qualified to do business in each jurisdiction in
which the nature of its business requires it to be so qualified except for those
jurisdictions where failure to so qualify would not have a material Adverse
Effect on Borrower. Borrower will transact business solely in its own name or in
the commonly known name of one of the Portfolio Properties.

7.3      Compliance with Laws, Etc. Each of
Borrower and REIT shall (i) comply with all Requirements of Law, and all
restrictive covenants affecting it or its properties, performance, prospects,
assets or operations, and (ii) obtain as needed all Permits necessary for
its operations and maintain such in good standing, except where the failure to
do so will not have a Material Adverse Effect on Borrower.

7.4      Payment of Taxes and Claims. Each of
Borrower and the REIT shall pay (i) all taxes, assessments and other
governmental charges imposed upon it or on any of its properties or assets or in
respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including,
without limitation, claims for labor, services, materials and supplies) for sums
which have become due and payable and which by law have or may become a Lien
other than a judgment lien upon any of Borrowers properties or assets,
prior to the time when any penalty or fine shall be incurred with respect
thereto, provided, however that the payment of such taxes, assessments, charges
and claims may be deferred so long as the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if Borrower
shall have set aside in its books adequate reserves specifically with respect
thereto, but Borrower shall pay such matters prior to the foreclosure of a Lien
which may have attached as security therefor.

7.5      Maintenance of Properties; Insurance.
Borrower shall maintain in good repair, working order and condition, excepting
ordinary wear and tear, all of the Portfolio Properties and will make or cause
to be made all appropriate repairs, renewals and replacements thereof. Borrower
shall maintain commercially reasonable and appropriate amounts of all
risk property and liability insurance, which insurance shall include in
any event:

| | (a)      with respect to each Property: (i) property
and casualty insurance (including coverage for flood and water damage for any
Portfolio Property located within a 100-year flood plain) in an amount not less
than the replacement costs of the improvements thereon (subject to reasonable
deductibles and, in the case of flood insurance, subject to the maximum
coverages available under the National Flood Insurance Program), and
(ii) loss of rental insurance income in an amount not less than one
years gross revenues of such Portfolio Property; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)      comprehensive general liability insurance in
an amount not less than $20,000,000 per occurrence, including all insurance
pursuant to umbrella and excess liability policies.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At the request of Agent, Borrower shall provide evidence of insurance, including
certificates of insurance and binders.

7.6      Inspection of Property; Books and Records;
Discussions. Borrower shall permit, and shall cause the REIT and each
Subsidiary or Unconsolidated Affiliate to permit, any authorized
representative(s) designated by any Lender to visit and inspect any of its
properties, to inspect financial and accounting records and leases, and to make
copies and take extracts therefrom, all at such times after reasonable advance
notice during normal business hours and as often as any Lender may reasonably
request. In connection therewith, Borrower shall pay all expenses of the Agent
(but not of the other Lenders) of the types described in Section 12.1
subject to the limitation that prior to an Event of Default the Borrower shall
not be required to reimburse expenses for inspections of Properties made more
frequently than annually. Borrower will keep proper books of record and account
in which entries, in conformity with GAAP and as otherwise required by this
Agreement and applicable Requirements of Law, shall be made of all dealings and
transactions in relation to its businesses and activities and as otherwise
required under Section 6.1.

7.7      Maintenance of Permits, Etc. Each of
Borrower and the REIT will maintain in full force and effect all Permits,
franchises, patents, trademarks, trade names, copyrights, authorizations or
other rights necessary for the operation of its business, except where the
failure to obtain any of the foregoing would not have a Material Adverse Effect
on Borrower; and notify Agent in writing, promptly after learning thereof, of
the suspension, cancellation, revocation or discontinuance of or of any pending
or threatened action or proceeding seeking to suspend, cancel, revoke or
discontinue any material Permit, patent, trademark, trade name, copyright,
governmental approval, franchise authorization or right.

7.8      Conduct of Business. Subject to the
limits on Permitted Investments pursuant to Section 9.10, and Investments
in cash and Cash Equivalents, Borrower shall engage only in the business of
direct or indirect ownership, operation, development, redevelopment and
management of real estate and businesses or activities which are substantially
similar, related or incidental thereto.

7.9      Use of Proceeds. Borrower shall use the
proceeds of the Loans only for predevelopment costs, development costs,
acquisitions, working capital, equity Investments and repayment of Indebtedness,
including required interest and/or principal payments thereon.

7.10      Securities Law Compliance. Each of the
Borrower and the REIT shall comply in all material respects with all rules and
regulations of the Commission and file all reports required by the Commission
relating to the Borrowers or the REITs publicly-held Securities.

7.11      Continued Status as a REIT; Prohibited
Transactions. The REIT (i) will continue to be a real estate investment
trust as defined in Section 856 of the Internal Revenue Code (or any successor
provision thereto), (ii) will not revoke its election to be a real estate
investment trust, (iii) will not engage in any prohibited
transactions as defined in Section 856(b)(6)(iii) of the Internal Revenue
Code (or any successor provision thereto), and (iv) will continue to be
entitled to a dividend paid deduction meeting the requirements of Section 857 of
the Internal Revenue Code.

7.12      NYSE Listed Company. The common stock
of the REIT shall at all times be listed for trading on the New York Stock
Exchange.

7.13      Property Management. All Portfolio
Properties (other than Non-Retail Properties) in which the direct or indirect
ownership interest of Borrower exceeds fifty percent (50%) shall be directly
managed by Borrower or an Affiliate of Borrower.

7.14       Interest Rate Contracts. At all times when
LIBOR for 30 day Interest Periods has, for 30 consecutive days, exceeded eight
and one-quarter percent (8.25%), to the extent that the aggregate amount of
variable interest rate Indebtedness of Borrower (including the Facility and the
Fleet Term Loan) then outstanding exceeds forty percent (40%) of all outstanding
Indebtedness of Borrower, Borrower shall maintain in effect Interest Rate
Contracts which are satisfactory to the Agent. In determining whether such
Interest Rate Contracts are satisfactory, the Agent shall not require that the
terms thereof extend beyond the Termination Date.

ARTICLE VIII
NEGATIVE COVENANTS

Borrower covenants and agrees that, on and after the date hereof, until payment
in full of all of the Obligations, the expiration of the Commitments and
termination of this Agreement:

8.1      Restrictions on Fundamental Changes.
Neither Borrower nor the REIT shall, without the prior written consent of the
Requisite Lenders:

| | (a)     
Liquidate, wind-up or dissolve (or suffer any liquidation or dissolution);
| | -----------------------------------------------------------------------------------

| | (b)     
Change its Fiscal Year;
| | --------------------------------

| | (c)     
Enter into any merger or consolidation in which any entity other than the
Borrower or the REIT is the surviving entity or which results in the management
of Borrower or the REIT by persons other than the Executive Officers, other than
as permitted in Section 8.8; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)     
Enter into any merger, consolidation, acquisition, joint venture or disposition
which has the effect of changing Adjusted Asset Value by more than 35% of the
Adjusted Asset Value (as most recently computed prior to such transaction);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)     
Enter into any merger or consolidation which has the effect of changing Adjusted
Asset Value by more than 5% (but not more than 35%) of the Adjusted Asset Value
(as most recently computed prior to such transaction)unless prior to the
completion of such transaction the Borrower shall provide the Agent with a
notice describing the terms of such transaction and a Compliance Certificate
with updated calculations reflecting such transaction and showing that no
financial covenants will be violated as a result thereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.2      ERISA. Neither the Borrower nor the
REIT shall permit any ERISA Affiliates to do any of the following to the extent
that such act or failure to act would result in the aggregate, after taking into
account any other such acts or failure to act, in a Material Adverse Effect on
Borrower or the REIT:

| | (a)     
Engage, or knowingly permit an ERISA Affiliate to engage, in any prohibited
transaction described in Section 406 of the ERISA or Section 4975 of the
Internal Revenue Code which is not exempt under Section 407 or 408 of ERISA or
Section 4975(d) of the Internal Revenue Code for which a class exemption is not
available or a private exemption has not been previously obtained from the DOL;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)     
Permit to exist any accumulated funding deficiency (as defined in Section 302 of
ERISA and Section 412 of the Internal Revenue Code), whether or not waived;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)     
Fail, or permit an ERISA Affiliate to fail, to pay timely required contributions
or annual installments due with respect to any waived funding deficiency to any
Plan if such failure could result in the imposition of a Lien or otherwise would
have a Material Adverse Effect on Borrower or the REIT;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)     
Terminate, or permit an ERISA Affiliate to terminate, any Benefit Plan which
would result in any liability of Borrower or an ERISA Affiliate under Title IV
of ERISA or the REIT; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)     
Fail, or permit any ERISA Affiliate to fail, to pay any required installment
under section (m) of Section 412 of the Internal Revenue Code or any other
payment required under Section 412 of the Internal Revenue Code on or before the
due date for such installment or other payment, if such failure could result in
the imposition of a Lien or otherwise would have a Material Adverse Effect on
Borrower or the REIT.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.3      Amendment of Constituent Documents.
Except for any such amendment that is required (i) under any Requirement of Law
imposed by any Governmental Authority or (ii) in order to maintain compliance
with Section 7.11: (1) the Borrower shall not amend its partnership
agreement (including, without limitation, as to the admission of any new
partner, directly or indirectly), and (2) the REIT shall not amend its articles
of incorporation or by-laws; in any such case, except amendments which do not
materially affect the ability of the Borrower or the REIT to perform its
obligations under the Loan Documents or other amendments which have received the
prior written consent of the Agent.

8.4      Margin Regulations. No portion of the
proceeds of any Loans shall be used in any manner which might cause the
extension of credit or the application of such proceeds to violate Regulation T,
U or X or any other regulation of the Federal Reserve Board or to violate the
Securities Exchange Act or the Securities Act, in each case as in effect on the
applicable Funding Date.

8.5      With Respect to the REIT:

8.5.1      The REIT
shall not own any material assets (other than its interest in the ATC
Partnership, Chelsea GCA Realty, LLC and S/C Orlando Development LLC) or engage
in any line of business other than owning partnership interests in Borrower.

8.5.2      The REIT
shall not directly or indirectly create, incur, assume or otherwise become or
remain directly or indirectly liable with respect to, any Indebtedness, except
the Obligations and other Borrower Debt.

8.5.3      The REIT shall not directly or indirectly
create, incur, assume or permit to exist any Lien (other than Permitted Liens)
on or with respect to any of its Property or assets.

8.5.4      The REIT will
not directly or indirectly convey, sell, transfer, assign, pledge or otherwise
encumber or dispose of any of its partnership interests in Borrower so as to
reduce its interest in Borrower to less than 60%.

8.6      Restrictions on Indebtedness. Except
with the prior written consent of Requisite Lenders, the Borrower will not
create, incur, assume, guarantee or become or remain liable, contingently or
otherwise, with respect to any Indebtedness described in any one or more of the
following paragraphs:

| | (a)     
Indebtedness that creates a violation of Sections 9.4, 9.5, 9.6 or 9.7;
| | --------------------------------------------------------------------------------

| | (b)     
Indebtedness that, when counted as an Investment pursuant to clause (iii) of
the definition of Investment, creates a violation of Section 9.10;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)     
Indebtedness that is prohibited by the terms of the Unsecured Term Notes; or
| | -------------------------------------------------------------------------------------

| | (d)     
If the terms of such Indebtedness include financial covenants, such
covenants are determined by the Agent, in its sole discretion, to be more
stringent than the covenants set forth in Article IX.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.7      Construction Projects. Borrower shall
not commence construction of any Construction Project if the addition of the
budgeted project costs for such project to the CIP Budget Amount would result in
a violation of Section 9.10.

8.8       Discontinuity in Management. In the
event that during any period of twelve (12) consecutive months any three of the
five Executive Officers shall cease to be active on a full time, continuous
basis in the senior management of Borrower and the REIT ("Discontinuity in
Management"), Borrower shall have up to one hundred eighty (180) days to
obtain the approval of Requisite Lenders to additional executives, such that the
remaining and new management executives, as a group, have substantial and
sufficient knowledge, experience and capabilities in the management of a
publicly-held company engaged in the operation of a multi-asset real estate
business of the type engaged in by Borrower. In the event Borrower shall fail to
obtain approval of Requisite Lenders as aforesaid within said 180-day period,
then Borrower shall, at the election and upon the demand of Requisite Lenders,
pay in full all Obligations under the Loan Documents not later than sixty (60)
days after the end of such 180-day period, whereupon this Agreement and all
Commitments hereunder shall be terminated. Any Lender which abstains or
otherwise fails to respond to any request by Borrower for approval under this
Section 8.8 within ten (10) Business Days shall be counted among the
Requisite Lenders approving the proposed additional executives.

ARTICLE IX
FINANCIAL COVENANTS

Borrower covenants and agrees that, on and after the date of this Agreement and
until payment in full of all the Obligations, the expiration of all Commitments,
the termination of all Letters of Credit and the termination of this
Agreement:

9.1.      Value of All Unencumbered Properties.
The Borrower will not at any time permit the Value of All Unencumbered
Properties to be less than one hundred seventy five percent (175%) of the
outstanding balance of Unsecured Indebtedness.

9.2.      Minimum Debt Service Coverage. The
Borrower will not at any time permit the outstanding principal amount of the
Unsecured Indebtedness to exceed an amount such that: (a) the Unencumbered Net
Operating Income, divided by (b) Pro Forma Unsecured Debt Service Charges would
be less than 1.5 for any Fiscal Quarter.

9.3      Minimum Fair Market Net Worth. Borrower
will maintain a Fair Market Net Worth of not less than Four Hundred Thirty-One
Million Dollars ($431,000,000) plus seventy-five percent (75%) of Net Offering
Proceeds received by Borrower after the Closing Date.

9.4       Total Liabilities to Adjusted Asset Value
Ratio. Borrower will not at any time permit its Total Liabilities to exceed
fifty-five percent (55%) of Adjusted Asset Value.

9.5      Maximum Secured Borrower Debt. The
Secured Borrower Debt shall not exceed thirty-five percent (35%) of Adjusted
Asset Value.

9.6      Operating Cash Flow to Debt Service
Ratio. The ratio of Operating Cash Flow to Debt Service shall not be less
than 2.0:1 for any Fiscal Quarter.

9.7      EBITDA to Fixed Charges Ratio. The
ratio of EBITDA to Fixed Charges shall not be less than 1.75:1 for any Fiscal
Quarter.

9.8      Aggregate Occupancy Rate. The Aggregate
Occupancy Rate of the Unencumbered Properties shall not be less than ninety
percent (90%).

9.9       Distributions.

9.9.1      Subject to Section 9.9.2, aggregate
distributions to common shareholders of the REIT and all partners of Borrower
holding common units other than the REIT shall not exceed the lesser of (i)
ninety percent (90%) of Funds From Operations for any Fiscal Year or (ii) one
hundred percent (100%) of Funds From Operations for more than two (2)
consecutive Fiscal Quarters. For purposes of this Section 9.9, the term
distributions shall mean and include all dividends and other
distributions to, and the repurchase of stock or partnership interests from, the
holder of any equity interests in Borrower or the REIT.

9.9.2      Aggregate distributions during the
continuance of any Event of Default shall not exceed the lesser of (i) the
aggregate amount permitted to be made during the continuance thereof under
Section 9.9.1, and (ii) the minimum amount that the REIT must
distribute to its shareholders in order to maintain compliance with
Section 7.11. If the Loans are not paid in full on the Termination Date,
no distributions shall be made thereafter except to the extent expressly
authorized in advance by Agent.

9.10      Permitted Investments. In addition to
Investments in cash and Cash Equivalents, Premium Centers and Other Retail
Centers, Borrower may make Permitted Investments, so long as (i) the aggregate
amount of all Permitted Investments does not exceed, at any time, thirty percent
(30%) of Adjusted Asset Value, and (ii) the aggregate amount of each of the
following categories of Permitted Investments does not exceed the specified
percentage of Adjusted Asset Value, in each case as of the date made:

| | Permitted Investment
Development (measured by the CIP Budget Amount):
Foreign Investments:
Internet Investments: | Maximum
Percentage ofAdjusted Asset Value
          15%
          15%
          10%
| | ---------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------

9.11      Repurchase of Equity Interests . The
aggregate payments to repurchase, redeem or retire any common or preferred
shares of the REIT, any common or preferred partnership units of Borrower or any
other type of equity interests in Borrower or the REIT shall not exceed One
Hundred Million Dollars ($100,000,000) during any Fiscal Year and no such
payments shall be made during the continuance of any Event of
Default.

9.12      Calculation. Each of the foregoing
ratios and financial requirements shall be calculated as of the last day of each
Fiscal Quarter, provided, however that each of the foregoing ratios and
financial requirements which is affected by an increase in the outstanding
balance of the Loans, by the issuance of a Letter of Credit or by the sale or
encumbrance of a Portfolio Property shall also be recalculated as of the time of
such event. For purposes of determining compliance with Section 9.6, the
period covered thereby shall be the immediately preceding Fiscal Quarter.

ARTICLE X
EVENTS OF DEFAULT; RIGHTS AND REMEDIES

10.1      Events of Default. Each of the
following occurrences shall constitute an Event of Default under this Agreement:

10.1.1      Failure to Make Payments When Due.
Borrower shall fail to pay (i) any amount due on the Termination Date,
(ii) any principal when due, or (iii) any interest on any Loan, or any
fee or other amount payable under any Loan Documents, within five (5) days after
the same becomes due.

10.1.2      REIT and Financial Covenants.
Borrower or the REIT shall breach any covenant set forth in Section 7.11
or in Article IX (excluding Section 9.8).

10.1.3     
Aggregate Occupancy Rate. Borrower
shall fail to satisfy the financial covenant regarding the Aggregate Occupancy
Rate set forth in Section 9.8 and such failure shall continue for sixty
(60) days.

10.1.4      Other Defaults. Borrower or the REIT
shall fail duly and punctually to perform or observe any agreement, covenant or
obligation binding on Borrower or the REIT under this Agreement or under any of
the other Loan Documents (other than as described in any other provision of this
Section 10.1), and with respect to agreements, covenants or obligations
for which no time period for performance is otherwise provided, such failure
shall continue for fifteen (15) days after Borrower or the REIT knew of such
failure (or such lesser period of time as is mandated by applicable Requirements
of Law); provided, however, if such failure is capable of cure but is not
capable of cure within such fifteen (15) day period, then if Borrower promptly
undertakes action to cure such failure and thereafter diligently prosecutes such
cure to completion within forty-five (45) days after Borrower or the REIT knew
of such failure, then Borrower shall not be in default hereunder.

10.1.5     
Breach of Representation or
Warranty. Any representation or warranty made or deemed made by Borrower or
the REIT to Agent or any Lender herein or in any of the other Loan Documents or
in any statement, certificate or financial statements at any time given by
Borrower pursuant to any of the Loan Documents shall be false or misleading in
any material respect on the date as of which made.

10.1.6     
Default as to Other Indebtedness.
(i) Borrower, the REIT or any Unconsolidated Affiliate (unless such occurrence
with respect to such Unconsolidated Affiliate will not result in a Material
Adverse Effect on Borrower) shall have (A) failed to pay when due (beyond
any applicable grace period), any amount in respect of any Indebtedness (other
than Nonrecourse Indebtedness) of such party other than the Obligations if the
aggregate amount of such other Indebtedness is Twenty Million Dollars
($20,000,000) or more; or (B) otherwise defaulted (beyond any applicable
grace period) under any Indebtedness of such party other than the Obligations if
(1) the aggregate amount of such other Indebtedness is Twenty Million
Dollars ($20,000,000) or more, and (2) the holder of such Indebtedness has
accelerated such Indebtedness; or (ii) any such other Indebtedness shall
have otherwise become payable, or be required to be purchased or redeemed, prior
to its scheduled maturity; or (iii) the holder(s) of any Lien, in any
amount, commence foreclosure of such Lien upon any Property having an aggregate
value in excess of Twenty Million Dollars ($20,000,000); or (iv) any Event
of Default shall exist under the Unsecured Term Note Indenture, or (v) any
Event of Default shall exist under the Term Loan Agreement relating
to the Fleet Term Loan.

10.1.7      Involuntary Bankruptcy; Appointment of Receiver, Etc.

| | (a)     An involuntary case shall be commenced against
the REIT, Borrower or any Unconsolidated Affiliate (unless such occurrence with
respect to such Unconsolidated Affiliate will not result in a Material Adverse
Effect on Borrower) , and the petition shall not be dismissed within sixty (60)
days after commencement of the case, or a court having jurisdiction shall enter
a decree or order for relief in respect of any such Person in an involuntary
case, under any applicable bankruptcy, insolvency or other similar law now or
hereinafter in effect; or any other similar relief shall be granted under any
applicable federal, state or foreign law; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)     A decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over the
REIT, Borrower or any Unconsolidated Affiliate (unless such occurrence with
respect to such Unconsolidated Affiliate will not result in a Material Adverse
Effect on Borrower), or over all or a substantial part of the property of any
such Person, shall be entered; or an interim receiver, trustee or other
custodian of any such Person or of all or a substantial part of the property of
any such Person, shall be appointed or a warrant of attachment, execution or
similar process against any substantial part of the property of any such Person,
shall be issued and any such event shall not be stayed, vacated, dismissed,
bonded or discharged within sixty (60) days of entry, appointment or
issuance.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.1.8      Voluntary Bankruptcy; Appointment of
Receiver, Etc. The REIT, Borrower, or any Unconsolidated Affiliate (unless
such occurrence with respect to such Unconsolidated Affiliate will not result in
a Material Adverse Effect on Borrower) shall have an order for relief entered
with respect to it or commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case, or to the conversion of
an involuntary case to a voluntary case, under any such law, or shall consent to
the appointment of or taking of possession by a receiver, trustee or other
custodian for all or a substantial part of its property; any such Person shall
make any assignment for the benefit of creditors or shall be unable or fail, or
admit in writing its inability, to pay its debts as such debts become due; or
the general partner (or Person(s) serving in a similar capacity) of Borrower or
the REITs Board of Directors (or any committee thereof) adopts any
resolution or otherwise authorizes any action to approve any of the foregoing.

10.1.9      Judgments and Attachments. (i) Any
money judgment (other than a money judgment covered by insurance but only if the
insurer has admitted liability with respect to such money judgment), writ or
warrant of attachment, or similar process involving in any case an amount in
excess of One Million Dollars ($1,000,000) shall be entered or filed against the
REIT, Borrower, or any Unconsolidated Affiliate (unless such occurrence with
respect to such Unconsolidated Affiliate will not result in a Material Adverse
Effect on Borrower) or their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of thirty (30) days, or
(ii) any judgment or order of any court or administrative agency awarding
material damages shall be entered against any such Person in any action under
the Federal securities laws seeking rescission of the purchase or sale of, or
for damages arising from the purchase or sale of, any Securities, such judgment
or order shall have become final after exhaustion of all available appellate
remedies and, in Agents judgment, the payment of such judgment or order
would have a Material Adverse Effect on such Person.

10.1.10      Dissolution. Any order, judgment or
decree shall be entered against the REIT, Borrower, or any Unconsolidated
Affiliate (unless such occurrence with respect to such Unconsolidated Affiliate
will not result in a Material Adverse Effect on Borrower) decreeing its
involuntary dissolution or split up and such order shall remain undischarged and
unstayed for a period in excess of thirty (30) days; or the REIT or Borrower
shall otherwise dissolve or cease to exist.

10.1.11      Loan
Documents; Failure of Subordination. If for any reason (i) any Loan Document
shall cease to be in full force and effect, or (ii) any Obligation shall be
subordinated in right of payment to any other unsecured liability of the
Borrower.

10.1.12      ERISA
Liabilities. Any Termination Event occurs which will or is reasonably likely
to subject Borrower, the REIT or any ERISA Affiliate to a liability which Agent
reasonably determines will have a Material Adverse Effect on Borrower or the
REIT, or the plan administrator of any Benefit Plan applies for approval under
Section 412(d) of the Internal Revenue Code for a waiver of the minimum funding
standards of Section 412(a) of the Internal Revenue Code and Agent reasonably
determines that the business hardship upon which the Section 412(d) waiver was
based will or would reasonably be anticipated to subject Borrower or the REIT to
a liability which Agent determines will have a Material Adverse Effect on
Borrower or the REIT.

10.1.13     
Environmental Liabilities. Borrower, the REIT or any Subsidiary or
Unconsolidated Affiliate (unless such occurrence with respect to such
Unconsolidated Affiliate will not result in a Material Adverse Effect on
Borrower) becomes subject to any Liabilities and Costs which Agent reasonably
deems to have a Material Adverse Effect on such Person arising out of or related
to the Release at any Property of any Contaminant into the environment, or any
Remedial Action in response thereto, or any other violation of any Environmental
Laws.

10.1.14     
Solvency; Material Adverse Change. Borrower or the REIT shall cease to be
Solvent, or there shall have occurred any material adverse change in the
business, operations, properties, assets or condition (financial or otherwise)
of Borrower or the REIT.

An Event of Default shall be deemed "continuing" until cured or waived in
writing in accordance with Section 12.4.

10.2      Rights and Remedies.

10.2.1      Acceleration, Etc. Upon the
occurrence of any Event of Default described in the foregoing Section
10.1.7 or 10.1.8 with respect to the REIT or Borrower, the
Commitments shall automatically and immediately terminate and the unpaid
principal amount of and any and all accrued interest on the Loans shall
automatically become immediately due and payable, with all additional interest
from time to time accrued thereon and without presentment, demand or protest or
other requirements of any kind (including, without limitation, valuation and
appraisement, diligence, presentment, notice of intent to demand or accelerate
or notice of acceleration), all of which are hereby expressly waived by
Borrower, and the obligations of Lenders to make any Loans hereunder shall
thereupon terminate; and upon the occurrence and during the continuance of any
other Event of Default, Agent shall, at the request, or may, with the consent of
Requisite Lenders, by written notice to Borrower, (i) declare that the
Commitments are terminated, whereupon the Commitments and the obligation of
Lenders to make any Loan hereunder shall immediately terminate, and/or
(ii) declare the unpaid principal amount of, any and all accrued and unpaid
interest on the Loans and all of the other Obligations to be, and the same shall
thereupon be, immediately due and payable with all additional interest from time
to time accrued thereon and without presentment, 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 of acceleration), all of which are hereby expressly waived by Borrower.
Without limiting Agents authority hereunder, on or after the Termination
Date, Agent shall, at the request, or may, with the consent, of Requisite
Lenders exercise any or all rights and remedies under the Loan Documents or
applicable law. Upon the occurrence of and during the continuance of an Event of
Default, Agent shall be entitled to request and receive, by or through Borrower
or appropriate legal process, any and all information concerning the REIT,
Borrower or any property of any of them, which is reasonably available to or
obtainable by Borrower.

10.2.2      Waiver of Demand. Demand,
presentment, protest and notice of nonpayment are hereby waived by Borrower.
Borrower also waives, to the extent permitted by law, the benefit of all
exemption laws.

10.2.3      Waivers, Amendments and Remedies. No
delay or omission of Agent or Lenders to exercise any right under any Loan
Document shall impair such right or be construed to be a waiver of any Event of
Default or an acquiescence therein, and any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by Agent after obtaining written approval thereof or the
signature thereon of those Lenders required to approve such waiver, amendment or
other variation, and then only to the extent in such writing specifically set
forth. All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to Agent and Lenders until the Obligations
have been paid in full, the Commitments have expired or terminated and this
Agreement has been terminated.

10.2.4      Cash Collateral Account for Letters of
Credit. In the event that any Letters of Credit are in effect at the time of
an acceleration of the maturity of the Loans, the amounts which shall thereupon
become immediately due and payable by the Borrower shall include a sum equal to
the aggregate face amount of such then effective Letters of Credit. Such sum
shall be deposited in a cash collateral account to be opened by the Agent.
Amounts held in such cash collateral account shall be applied by the Agent on
each Drawing Date thereafter to pay any drafts presented pursuant to the Letters
of Credit. After all Letters of Credit have been fully drawn upon, expired or
otherwise terminated, any balance remaining in such cash collateral account
shall be applied in the same manner as proceeds from the enforcement of the Loan
Documents.

10.3      Rescission. If at any time after
acceleration of the maturity of the Loans, Borrower shall pay all arrears of
interest and all payments on account of principal of the Loans which shall have
become due otherwise than by acceleration (with interest on principal and, to
the extent permitted by law, on overdue interest, at the rates specified in this
Agreement) and all Events of Default and Unmatured Events of Default (other than
nonpayment of principal of and accrued interest on the Loans due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
Section 12.4, then by written notice to Borrower, Requisite Lenders may
elect, in their sole discretion, to rescind and annul the acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Unmatured Event of Default or impair any right or remedy consequent thereon.
The provisions of the preceding sentence are intended merely to bind Lenders to
a decision which may be made at the election of Requisite Lenders; they are not
intended to benefit Borrower and do not give Borrower the right to require
Lenders to rescind or annul any acceleration hereunder, even if the conditions
set forth herein are met.

ARTICLE XI
AGENCY PROVISIONS

11.1      Appointment.

11.1.1      Each Lender
hereby (i) designates and appoints Fleet as Agent of such
Lender under this Agreement
and the Loan Documents, (ii) authorizes and directs Agent to enter into the
Loan Documents other than this Agreement for the benefit of Lenders, and
(iii) authorizes Agent to take such action on its behalf under the
provisions of this Agreement and the Loan Documents and to exercise such powers
as are set forth herein or therein, together with such other powers as are
reasonably incidental thereto, subject to the limitations referred to in
Sections 11.10.1 and 11.10.2. Agent agrees to act as such on the
express conditions contained in this Article XI.

11.1.2      The provisions
of this Article XI are solely for the benefit of Agent and Lenders, and
Borrower shall not have any rights to rely on or enforce any of the provisions
hereof (other than as expressly set forth in Sections 11.3 and
11.9,
provided, however, that the foregoing shall in no way limit
Borrowers obligations under this Article XI. In performing its
functions and duties under this Agreement, Agent shall act solely as Agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation toward or relationship of agency or trust with or for Borrower or any
other Person.

11.2      Nature of
Duties. Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement or in the Loan Documents. Subject to the
provisions of Sections 11.5 and 11.7, Agent shall administer the
Loans in the same manner as it administers its own loans. Promptly following the
effectiveness of this Agreement, Agent shall send to each Lender its originally
executed Note and the executed original, to the extent the same are available in
sufficient numbers, of each other Loan Document other than the Notes in favor of
other Lenders. Agent shall not have by reason of this Agreement a fiduciary
relationship in respect of any Lender. Nothing in this Agreement or any of the
Loan Documents, expressed or implied, is intended or shall be construed to
impose upon Agent any obligation in respect of this Agreement or any of the Loan
Documents except as expressly set forth herein or therein. Each Lender shall
make its own independent investigation of the financial condition and affairs of
the REIT, Borrower and each Portfolio Property in connection with the making and
the continuance of the Loans hereunder and shall make its own appraisal of the
creditworthiness of the REIT and Borrower, and, except as specifically provided
herein, Agent shall not have any duty or responsibility, either initially or on
a continuing basis, to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the Closing Date
or at any time or times thereafter.

11.3      Loan Disbursements.

11.3.1      Not later than
1:00 P.M. (Eastern time) on the next Business Day following receipt of a Notice
of Borrowing, Agent shall send a copy thereof by facsimile to each other Lender
and shall otherwise notify each Lender of the proposed Borrowing and the Funding
Date. Each Lender shall make available to Agent (or the funding bank or entity
designated by Agent), the amount of such Lenders Pro Rata Share of such
Borrowing in immediately available funds not later than the times designated in
Section 11.3.2. Unless Agent shall have been notified by any Lender prior
to such time for funding in respect of any Borrowing that such Lender does not
intend to make available to Agent such Lenders Pro Rata Share of such
Borrowing, Agent may assume that such Lender has made such amount available to
Agent. In any case where a Lender does not for any reason make available to
Agent such Lenders Pro Rata Share of such Borrowing, Agent, in its sole
discretion, may, but shall not be obligated to, fund to Borrower such
Lenders Pro Rata Share of such Borrowing. If the amount so funded by Agent
is not in fact made available to Agent by the responsible Lender, then Borrower
agrees to repay to Agent such amount, together with interest thereon at the Base
Rate for each day from the date such amount is made available to Borrower until
the date such amount is repaid to Agent, not later than three (3) Business Days
following Agents demand to Borrower that such repayment be made. In
addition, such Lender agrees to pay to Agent forthwith on demand such
corresponding amount, together with interest thereon at the Federal Funds Rate.
If such Lender shall pay to Agent such corresponding amount, such amount so paid
shall constitute such Lenders Pro Rata Share of such Borrowing, and if
both such Lender and Borrower shall have paid and repaid, respectively, such
corresponding amount, Agent shall promptly return to Borrower such corresponding
amount in same day funds; interest paid by Borrower in respect of such
corresponding amount shall be prorated, as of the date of payment thereof by
such Lender to Agent. In the event that Agent shall not have funded such
Lenders Pro Rata Share under this Section 11.3.1, then Borrower
shall not be obligated to accept a late funding of such Lenders Pro Rata
Share if such funding is made more than two (2) Business Days following the
applicable Funding Date. If Borrower declines to accept such delinquent funding,
Agent shall promptly return to such Lender the amount of such funding. Nothing
in this Section 11.3.1 shall alter the respective rights and obligations
of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata
Loan.

11.3.2      Requests by
Agent for funding by Lenders of Loans will be made by telecopy. Each Lender
shall make the amount of its Loan available to Agent in Dollars and in
immediately available funds, to such bank and account, as Agent may designate,
not later than 1:00 P.M. (Eastern time) on the Funding Date designated in the
Notice of Borrowing with respect to such Loan, provided that to the extent the
Agent is late in providing any Lender with notice the applicable time in advance
of any Funding Date specified in Section 2.1.2(a), such Lender shall not
be obligated to make such amount available to the Agent until said time on the
Business Day which is the same number of Business Days after the Funding Date as
Agent was late in providing such notice.

11.3.3      Nothing in
this Section 11.3 shall be deemed to relieve any Lender of its obligation
hereunder to make its Pro Rata Share of Loans on any Funding Date, nor shall any
Lender be responsible for the failure of any other Lender to perform its
obligations to make any Loan hereunder, and the Commitment of any Lender shall
not be increased or decreased as a result of the failure by any other Lender to
perform its obligation to make a Loan.

11.4      Distribution and Apportionment of Payments.

11.4.1      Subject to
Section 11.4.2, payments actually received by Agent for the account of Lenders
shall be paid to them promptly after receipt thereof by Agent, but in any event
within two (2) Business Days, provided that Agent shall pay to Lenders
interest thereon, at the lesser of (i) Federal Funds Rate and (ii) the
rate of interest applicable to such Loans, from the Business Day following
receipt of such funds by Agent until such funds are paid in immediately
available funds to Lenders. Subject to Section 11.4.2, all payments of
principal and interest in respect of outstanding Loans, all payments of the fees
described in this Agreement, and all payments in respect of any other
Obligations shall be allocated among such of Lenders as are entitled thereto, in
proportion to their respective Pro Rata Shares or otherwise as provided herein.
Agent shall promptly distribute, but in any event within two (2) Business Days,
to each Lender at its primary address set forth on the appropriate signature
page hereof or on the Assignment and Assumption, or at such other address as a
Lender may request in writing, such funds as it may be entitled to receive,
provided that Agent shall in any event not be bound to inquire into or
determine the validity, scope or priority of any interest or entitlement of any
Lender and may suspend all payments and seek appropriate relief (including,
without limitation, instructions from Requisite Lenders or all Lenders, as
applicable, or an action in the nature of interpleader) in the event of any
doubt or dispute as to any apportionment or distribution contemplated hereby.
The order of priority herein is set forth solely to determine the rights and
priorities of Lenders as among themselves and may at any time or from time to
time be changed by Lenders as they may elect, in writing in accordance with
Section 12.4, without necessity of notice to or consent of or approval by
Borrower or any other Person. All payments or other sums received by Agent for
the account of Lenders shall not constitute property or assets of Agent and
shall be held by Agent, solely in its capacity as agent for itself and the other
Lenders, subject to the Loan Documents.

11.4.2     
Notwithstanding any provision hereof to the contrary, until such time as a
Defaulting Lender has funded its Pro Rata Share of a Loan which was previously a
Non Pro Rata Loan, or all other Lenders have received payment in full (whether
by repayment or prepayment) of the principal and interest due in respect of such
Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender
hereunder shall be subordinated in right of payment, as provided in the
following sentence, to the prior payment in full of all principal, interest and
fees in respect of all Non Pro Rata Loans in which the Defaulting Lender has not
funded its Pro Rata Share (such principal, interest and fees being referred to
as Senior Loans). All amounts paid by Borrower and otherwise due to
be applied to the Obligations owing to the Defaulting Lender pursuant to the
terms hereof shall be distributed by Agent to the other Lenders in accordance
with their respective Pro Rata Shares (recalculated for purposes hereof to
exclude the Defaulting Lenders Commitment), until all Senior Loans have
been paid in full. This provision governs only the relationship among Agent,
each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the
obligation of Borrower to repay all Loans in accordance with the terms of this
Agreement. The provisions of this section shall apply and be effective
regardless of whether an Event of Default occurs and is then continuing, and
notwithstanding (i) any other provision of this Agreement to the contrary,
(ii) any instruction of Borrower as to its desired application of payments
or (iii) the suspension of such Defaulting Lenders right to vote on
matters which are subject to the consent or approval of Requisite Lenders or all
Lenders. No Facility Fee shall accrue in favor of, or be payable to, such
Defaulting Lender from the date of any failure to fund Loans or reimburse Agent
for any Liabilities and Costs as herein provided until such failure has been
cured, and Agent shall be entitled to (1) withhold or setoff, and to apply
to the payment of the defaulted amount and any related interest, any amounts to
be paid to such Defaulting Lender under this Agreement, and (2) bring an
action or suit against such Defaulting Lender in a court of competent
jurisdiction to recover the defaulted amount and any related interest. In
addition, the Defaulting Lender shall indemnify, defend and hold Agent and each
of the other Lenders harmless from and against any and all Liabilities and
Costs, plus interest thereon at the Default Rate, which they may sustain or
incur by reason of or as a direct consequence of the Defaulting Lenders
failure or refusal to abide by its obligations under this Agreement.

11.5      Rights, Exculpation, Etc. Neither
Agent, any Affiliate of Agent, nor any of their respective officers, directors,
employees, agents, attorneys or consultants, shall be liable to any Lender for
any action taken or omitted by them hereunder or under any of the Loan
Documents, or in connection herewith or therewith, except that Agent shall be
liable for its gross negligence or willful misconduct. In the absence of gross
negligence or willful misconduct, Agent shall not be liable for any
apportionment or distribution of payments made by it in good faith pursuant to
Section 11.4, and if any such apportionment or distribution is
subsequently determined to have been made in error the sole recourse of any
Person to whom payment was due, but not made, shall be to recover from the
recipients of such payments any payment in excess of the amount to which they
are determined to have been entitled. Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any of the other Loan
Documents, or any of the transactions contemplated hereby and thereby; or for
the financial condition of the REIT, Borrower or any of their Affiliates. Agent
shall not be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any of the Loan Documents or the financial condition of the REIT, Borrower or
any of their Affiliates, or the existence or possible existence of any Unmatured
Event of Default or Event of Default.

11.6      Reliance. Agent shall be entitled to
rely upon any written notices, statements, certificates, orders or other
documents, telecopies or any telephone message believed by it in good faith to
be genuine and correct and to have been signed, sent or made by the proper
Person, and with respect to all matters pertaining to this Agreement or any of
the Loan Documents and its duties hereunder or thereunder, upon advice of legal
counsel (including counsel for Borrower), independent public accountant and
other experts selected by it.

11.7      Indemnification. To the extent that
Agent is not reimbursed and indemnified by Borrower, Lenders will reimburse,
within ten (10) Business Days after notice from Agent, and indemnify and defend
Agent for and against any and all Liabilities and Costs (other than losses in
the collection of principal and interest on the Loans which losses shall be
shared among all Lenders including the Agent as provided in Sections 11.4
and 11.13) which may be imposed on, incurred by, or asserted against it
in any way relating to or arising out of this ----- Agreement or any of the
other Loan Documents or any action taken or omitted by Agent or under this
Agreement or any of the other Loan Documents, in proportion to each Lender's Pro
Rata Share; provided that no Lender shall be liable for any portion of
such Liabilities and Costs resulting from Agent's gross negligence or willful
misconduct or in respect of normal administrative costs and expenses incurred by
Agent (prior to any Event of Default or any Unmatured Event of Default) in
connection with its performance of administrative duties under this Agreement
and the other Loan Documents. The obligations of Lenders under this Section
11.7 shall survive the payment in full of all Obligations and the
termination of this Agreement. In the event that after payment and distribution
of any amount by Agent to Lenders, any Lender or third party, including
Borrower, any creditor of Borrower or a trustee in bankruptcy, recovers from
Agent any amount found to have been wrongfully paid to Agent or disbursed by
Agent to Lenders, then Lenders, in proportion to their respective Pro Rata
Shares, shall reimburse Agent for all such amounts. Notwithstanding the
foregoing, Agent shall not be obligated to advance Liabilities and Costs and may
require the deposit by each Lender of its Pro Rata Share of any material
Liabilities and Costs anticipated by Agent before they are incurred or made
payable.

11.8      Agent Individually. With respect to
its Pro Rata Share of the Commitments hereunder and the Loans made by it, Agent
shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein
for any other Lender. The terms "Lenders", "Requisite Lenders" or any similar
terms may include Agent in its individual capacity as a Lender or one of the
Requisite Lenders. Agent and any Lender and its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or other
business with Borrower or any of its Affiliates as if it were not acting as
Agent or Lender pursuant hereto.

11.9      Successor Agent; Resignation of Agent;
Removal of Agent.

11.9.1      Agent may
resign from the performance of all its functions and duties hereunder at any
time by giving at least thirty (30) Business Days, prior written notice to
Lenders and Borrower, and shall automatically cease to be Agent hereunder in the
event a petition in bankruptcy shall be filed by or against Agent or the Federal
Deposit Insurance Corporation or any other Governmental Authority shall assume
control of Agent or Agents interests under the Facility. Further, Lenders
whose aggregate Commitments constitute at least sixty-six and two-thirds percent
(66-2/3%) of the Commitments of all Lenders excluding the Agent may remove Agent
for cause at any time by giving at least thirty (30) Business Days prior
written notice to Agent, Borrower and all other Lenders. If Agent enters into
one or more assignments pursuant to Section 11.12having the effect of
reducing its Commitment to less than $20,000,000 then any Lender whose
Commitment exceeds that of Agent may remove Agent by notice given within thirty
(30) days after such Lender receives notice of the assignments which reduce the
Agents Commitment below such level. Such resignation or removal shall take
effect upon the acceptance by a successor Agent appointed pursuant to Section
11.9.2 or 11.9.3.

11.9.2      Upon any
such notice of resignation by or removal of Agent, Requisite Lenders shall
appoint a successor Agent with the consent of Borrower, which consent shall not
be unreasonably withheld or delayed and which consent shall not be
required if there shall then exist any Event of Default. Any successor Agent
must be a bank (i) the senior debt obligations of which (or such
banks parents senior unsecured debt obligations) are rated not less
than BBB by one of the Rating Agencies and (ii) which has total assets in
excess of Ten Billion Dollars ($10,000,000,000). Such successor Agent shall
separately confirm in writing with Borrower the fee to be paid to such Agent
pursuant to Section 2.5.2.

11.9.3      If a
successor Agent shall not have been so appointed within said thirty (30)
Business Day period, the retiring or removed Agent, shall then appoint a
successor Agent who shall meet the requirements described in Section
11.9.2 and who shall serve as Agent until such time, if any, as Requisite
Lenders, appoint a successor Agent as provided above.

11.9.4      Bank of
America, N.A. and Commerzbank AG, New York Branch are hereby appointed as
Co-Syndication Agents for the Facility and Wachovia Bank National Association
and PNC Bank, National Association are hereby appointed as Co-Documentation
Agents for the Facility. Each of said Lenders shall continue to hold its
respective title hereunder until the earlier to occur of (i) the date that it
enters into one or more assignments pursuant to Section 11.12 having the
effect of reducing its Commitment to less than $20,000,000, or (ii) the date
that it resigns its title by notice to the Agent and the Borrower.

11.10      Consent and Approvals.

11.10.1      Each of the
following shall require the approval or consent of Requisite Lenders:

| | (a)     
Consent to Fundamental Changes (Section 8.1);
| | ------------------------------------------------------

| | (b)     
Consent to Indebtedness that is otherwise prohibited (Section 8.6);
| | ----------------------------------------------------------------------------

| | (c)     
Approval of additional executives upon a Discontinuity in Management
(Section 8.8);
| | --------------------------------------------------------------------------------------------

| | (d)     
Acceleration following an Event of Default (Section 10.2.1) or rescission
of such acceleration (Section 10.3);
| | -----------------------------------------------------------------------------------------------------------------------

| | (e)     
Approval of the exercise of rights and remedies under the Loan Documents
following an Event of Default (Section 10.2.1);
| | ---------------------------------------------------------------------------------------------------------------------------------

| | (f)     
Appointment of a successor Agent (Section 11.9);
| | ---------------------------------------------------------

| | (g)     
Except as referred to in Section 11.10.2 or 11.11.1, approval of
any amendment, modification or termination of this Agreement, or waiver of any
provision herein (Section 12.4).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.10.2      Each
amendment, modification or waiver specifically enumerated in Section 12.4.1
shall require the consent of all Lenders.

11.10.3      In addition
to the required consents or approvals referred to in Section 11.10.1, Agent may
at any time request instructions from Requisite Lenders with respect to any
actions or approvals which, by the terms of this Agreement or of any of the Loan
Documents, Agent is permitted or required to take or to grant without
instructions from any Lenders, and if such instructions are promptly requested,
Agent shall be absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability whatsoever to any
Person for refraining from taking any action or withholding any approval under
any of the Loan Documents until it shall have received such instructions from
Requisite Lenders. Without limiting the foregoing, no Lender shall have any
right of action whatsoever against Agent as a result of Agent acting or
refraining from acting under this Agreement or any of the other Loan Documents
in accordance with the instructions of Requisite Lenders or, where applicable,
all Lenders. Agent shall promptly notify each Lender at any time that the
Requisite Lenders have instructed Agent to act or refrain from acting pursuant
to this Section 11.10.3.

11.10.4      Each Lender
agrees that any action taken by Agent at the direction or with the consent of
Requisite Lenders in accordance with the provisions of this Agreement or any
Loan Document, and the exercise by Agent at the direction or with the consent of
Requisite Lenders of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and
binding upon all Lenders, except for actions specifically requiring the approval
of all Lenders. All communications from Agent to Lenders requesting
Lenders determination, consent, approval or disapproval (i) shall be
given in the form of a written notice to each Lender, (ii) shall be
accompanied by a description of the matter or thing as to which such
determination, approval, consent or disapproval is requested, or shall advise
each Lender where such matter or thing may be inspected, or shall otherwise
describe the matter or issue to be resolved, (iii) shall include, if
reasonably requested by a Lender and to the extent not previously provided to
such Lender, written materials and a summary of all oral information provided to
Agent by Borrower in respect of the matter or issue to be resolved, and
(iv) may include Agents recommended course of action or determination
in respect thereof. Each Lender shall reply promptly, but in any event within
ten (10) Business Days (the Lender Reply Period). Unless a
Lender shall give written notice to Agent that it objects to the recommendation
or determination of Agent (together with a written explanation of the reasons
behind such objection) within the Lender Reply Period, such Lender shall be
deemed to have approved of or consented to such recommendation or determination.
With respect to decisions requiring the approval of Requisite Lenders or all
Lenders, Agent shall submit its recommendation or determination for approval of
or consent to such recommendation or determination to all Lenders and upon
receiving the required approval or consent shall follow the course of action or
determination recommended to Lenders by Agent or such other course of action
recommended by Requisite Lenders, and each non-responding Lender shall be deemed
to have concurred with such recommended course of action.

11.11      Agency Provisions Relating to Certain
Enforcement Actions.

11.11.1      Agent is
hereby authorized on behalf of all Lenders, without the necessity of any notice
to or further consent from any Lender, to waive the imposition of late fees
provided for in
Section 2.4.5 up to a maximum of three (3) times during the term of this
Agreement.

11.11.2      Should
Agent (i) employ counsel for advice or other representation (whether or not any
suit has been or shall be filed) with respect to any of the Loan Documents, or
(ii) commence any proceeding or in any way seek to enforce its rights or
remedies under the Loan Documents, each Lender, upon demand therefor from time
to time, shall contribute its share (based on its Pro Rata Share) of the
reasonable costs and/or expenses of any such advice or other representation,
enforcement or acquisition, including, but not limited to, fees of receivers,
court costs and fees and expenses of attorneys to the extent not otherwise
reimbursed by Borrower; provided that Agent shall not be entitled to
reimbursement of its attorneys fees and expenses incurred in connection
with the resolution of disputes between Agent and other Lenders unless Agent
shall be the prevailing party in any such dispute. Any loss of principal and
interest resulting from any Event of Default shall be shared by Lenders in
accordance with their respective Pro Rata Shares.

11.12      Assignments and Participations.

11.12.1      Each Lender
may assign, to one or more Eligible Assignees, all or a portion of its rights
and obligations under this Agreement (including without limitation all or a
portion of its Commitment and the Loans owing to it) and other Loan Documents;
provided, however, that (i) each such assignment shall be of
a constant, and not a varying, percentage of the assigning Lenders rights
and obligations under this Agreement and other Loan Documents, and the
assignment shall cover the same percentage of such Lenders Commitment and
Loans, (ii) unless Agent and Borrower otherwise consent (except that after
an Event of Default only the consent of Agent shall be required), the aggregate
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Assumption with
respect to such assignment) shall in no event be less than Ten Million Dollars
($10,000,000) and shall be an integral multiple of One Million Dollars
($1,000,000), (iii) after giving effect to such assignment, the aggregate
amount of the Commitment retained by the assigning Lender shall in no event be
less than Twelve Million Dollars ($12,000,000), (iv) the parties to each
such assignment shall execute and deliver to Agent, for its approval and
acceptance, an Assignment and Assumption, and (v) Agent shall receive from
the assignor a processing fee of Three Thousand Dollars ($3,000). Upon such
execution, delivery, approval and acceptance, and upon the effective date
specified in the applicable Assignment and Assumption, (X) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Assumption, have the rights and obligations of a Lender hereunder, and
(Y) the assigning Lender thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Assumption, relinquish its rights and be released from its obligations under
this Agreement.

11.12.2      By
executing and delivering an Assignment and Assumption, the assigning Lender
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows: (i) other than as provided in such
Assignment and Assumption, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan Document
or any other instrument or document furnished pursuant hereto; (ii) such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the REIT or Borrower
or the performance or observance by the REIT or Borrower of any of their
respective obligations under any Loan Document or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it
has received a copy of this Agreement, together with copies of the financial
statements referred to in Article V or delivered pursuant to Article
VI to the date of such assignment and such other Loan Documents and other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Assumption;
(iv) such assignee will, independently and without reliance upon Agent,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;
(v) such assignee appoints and authorizes 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 Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto; and
(vi) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender.

11.12.3      Agent shall
maintain, at its address referred to on the counterpart signature pages hereof,
a copy of each Assignment and Assumption delivered to and accepted by it and
shall record in the Loan Account the names and addresses of each Lender and the
Commitment of, and principal amount of the Loans owing to, such Lender from time
to time. Borrower, Agent and Lenders may treat each Person whose name is
recorded in the Loan Account as a Lender hereunder for all purposes of this
Agreement.

11.12.4      Upon its
receipt of an Assignment and Assumption executed by an assigning Lender and an
assignee, Agent shall, if such Assignment and Assumption has been properly
completed and is in substantially the form of Exhibit A, (i) accept
such Assignment and Assumption, (ii) record the information contained
therein in the Loan Account, and (iii) give prompt notice thereof to
Borrower. Upon request, Borrower will execute and deliver to Agent an
appropriate replacement promissory note or replacement promissory notes in favor
of each assignee (and assignor, if such assignor is retaining a portion of its
Commitment and Loans) reflecting such assignees (and assigners) Pro
Rata Share(s) of the Facility. Upon execution and delivery of such replacement
promissory notes the original promissory note or notes evidencing all or a
portion of the Commitments and Loans being assigned shall be cancelled and
returned to Borrower.

11.12.5      Each Lender
may sell participations to one or more banks or other entities in or to all or a
portion of its rights and obligations under this Agreement (including without
limitation all or a portion of its Commitment and the Loans owing to it) and
other Loan Documents; provided, however, that (i) such
Lenders obligations under this Agreement (including without limitation its
Commitment to Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) Borrower, Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lenders rights and obligations under this Agreement and with regard to any
and all payments to be made under this Agreement, and (iv) the holder of
any such participation shall not be entitled to voting rights under this
Agreement except for voting rights with respect to (A) increases in the
Facility; (B) extensions of the Termination Date; and (C) decreases in
the interest rates described in this Agreement. No participant shall be entitled
to vote on any matter until the Lender with which such participant is
participating in the Facility and the Loans confirms such participants
status as a participant hereunder.

11.12.6      Borrower
will use reasonable efforts to cooperate with Agent and Lenders in connection
with the assignment of interests under this Agreement or the sale of
participations herein.

11.12.7      Anything in
this Agreement to the contrary notwithstanding, and without the need to comply
with any of the formal or procedural requirements of this Agreement, including
this Section 11.12, any Lender may at any time and from time to time pledge or
assign all or any portion of its interest and rights under this Agreement
(including all or any portion of its Note) to any of the twelve Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. §341.
No such pledge or the enforcement thereof shall release the pledgor Lender from
its obligations hereunder or under any of the other Loan Documents.

11.12.8      Anything in
this Agreement to the contrary notwithstanding, any Lender may assign all or any
portion of its rights and obligations under this Agreement to another branch or
Affiliate of such Lender, provided that (i) at the time of such
assignment such Lender is not a Defaulting Lender, (ii) such Lender gives
Agent and Borrower at least fifteen (15) days prior written notice of any
such assignment, (iii) the parties to each such assignment execute and
deliver to Agent an Assignment and Assumption, and (iv) Agent receives from
assignor a processing fee of Three Thousand Dollars ($3,000).

11.12.9      No assignee
of any rights and obligations under this Agreement shall be permitted to
subassign such rights and obligations.

11.12.10      No Lender
shall be permitted to assign or sell all or any portion of its rights and
obligations under this Agreement to Borrower or any Affiliate of Borrower.

11.13     Ratable Sharing. Subject to
Sections 11.3 and 11.4, Lenders agree among themselves that (i)
with respect to all amounts received by them which are applicable to the payment
of the Obligations, equitable adjustment will be made so that, in effect, all
such amounts will be shared among them ratably in accordance with their Pro Rata
Shares, whether received by voluntary payment, by counterclaim or cross action
or by the enforcement of any or all of the Obligations, (ii) if any of them
shall by voluntary payment or by the exercise of any right of counterclaim or
otherwise, receive payment of a proportion of the aggregate amount of the
Obligations held by it which is greater than its Pro Rata Share of the payments
on account of the Obligations, the one receiving such excess payment shall
purchase, without recourse or warranty, an undivided interest and participation
(which it shall be deemed to have done simultaneously upon the receipt of such
payment) in such Obligations owed to the others so that all such recoveries with
respect to such Obligations shall be applied ratably in accordance with their
Pro Rata Shares;
provided, that if all or part of such excess payment received by the
purchasing party is thereafter recovered from it, those purchases shall be
rescinded and the purchase prices paid for such participations shall be returned
to that party to the extent necessary to adjust for such recovery, but without
interest except to the extent the purchasing party is required to pay interest
in connection with such recovery. Borrower agrees that any Lender so purchasing
a participation from another Lender pursuant to this Section 11.13 may,
to the fullest extent permitted by law, exercise all its rights of payment with
respect to such participation as fully as if such Lender were the direct
creditor of Borrower in the amount of such participation.

11.14      Delivery of Documents. Agent shall as soon as reasonably
practicable distribute to each Lender at its primary address set forth on the
appropriate counterpart signature page hereof, or at such other address as a
Lender may request in writing, (i) all documents to which such Lender is a party
or of which such Lender is a beneficiary set forth in Section 4.1, (ii)
all documents of which Agent receives copies from Borrower pursuant to
Section 6.1 (except as provided in Section 6.1.1) and Section
12.6, (iii) all other documents or information which Agent is required to
send to Lenders pursuant to the terms of this Agreement; (iv) other information
or documents received by Agent at the request of any Lender, and (v) all notices
received by Agent pursuant to Section 6.2. In addition, within fifteen
(15) Business Days after receipt of a request in writing from a Lender for
written information or documents provided by or prepared by Borrower or the
REIT, Agent shall deliver such written information or documents to such
requesting Lender if Agent has possession of such written information or
documents in its capacity as Agent or as a Lender.

11.15      Notice of Events of Default. Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Unmatured Event of Default or Event of Default (other than nonpayment of
principal of or interest on the Loans) unless Agent has received notice in
writing from a Lender or Borrower referring to this Agreement or the other Loan
Documents, describing such event or condition and expressly stating that such
notice is a notice of an Unmatured Event of Default or Event of Default. Should
Agent receive such notice of the occurrence of an Unmatured Event of Default or
Event of Default, or should Agent send Borrower a notice of Unmatured Event of
Default or Event of Default, Agent shall promptly give notice thereof to each
Lender.

ARTICLE XII
MISCELLANEOUS

12.1      Expenses.

12.1.1     
Generally. Borrower agrees upon demand to pay, or reimburse Agent for,
all of Agents external audit, legal and investigation expenses and for all
other reasonable out-of-pocket costs and expenses of every type and nature
(including, without limitation, the reasonable fees, expenses and disbursements
of Agents internal appraisers, environmental advisors or legal counsel)
incurred by Agent at any time (whether prior to, on or after the date of this
Agreement) in connection with (i) its own audit and investigation of
Borrower and the Portfolio Properties provided that prior to an Event of Default
Borrower shall not be required to reimburse expenses for any inspections of the
Portfolio Properties by Agents loan officers or other employees which are
made more frequently than annually; (ii) the negotiation, preparation and
execution of this Agreement (including, without limitation, the satisfaction or
attempted satisfaction of any of the conditions set forth in Article IV)
and the other Loan Documents and the making of the Loans;
(iii) administration of this Agreement, the other Loan Documents and the
Loans, including, without limitation, consultation with attorneys in connection
therewith; and (iv) the protection, collection or enforcement of any of the
Obligations.

12.1.2      After
Event of Default. Borrower further agrees to pay, or reimburse Agent and
Lenders, for all reasonable out-of-pocket costs and expenses, including without
limitation reasonable attorneys fees and disbursements incurred by Agent
or Lenders after the occurrence of an Event of Default (i) in enforcing any
Obligation or exercising or enforcing any other right or remedy available by
reason of such Event of Default; (ii) in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a work-out or in any insolvency or bankruptcy proceeding;
(iii) in commencing, defending or intervening in any litigation or in
filing a petition, complaint, answer, motion or other pleadings in any legal
proceeding relating to Borrower, the REIT or any Affiliate and related to or
arising out of the transactions contemplated hereby; or (iv) in taking any
other action in or with respect to any suit or proceeding (whether in bankruptcy
or otherwise).

12.2      Indemnity. Borrower further agrees to
defend, protect, indemnify and hold harmless Agent, each and all of the Lenders,
each of their respective Affiliates and participants and each of the respective
officers, directors, employees, agents, attorneys and consultants (including,
without limitation, those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in Article IV)
of each of the foregoing (collectively called the "Indemnitees") from and
against any and all Liabilities and Costs imposed on, incurred by, or asserted
against such Indemnitees (whether based on any federal or state laws or other
statutory regulations, including, without limitation, securities and commercial
laws and regulations, under common law or in equity, and based upon contract or
otherwise, including any Liabilities and Costs arising as a result of a
"prohibited transaction" under ERISA to the extent arising from or in connection
with the past, present or future operations of the REIT or Borrower or their
respective predecessors in interest) in any manner relating to or arising out of
this Agreement or the other Loan Documents, or any act, event or transaction
related or attendant thereto, the making of and participation in the Loans and
the management of the Loans, or the use or intended use of the proceeds of the
Loans (collectively, the "Indemnified Matters"); provided,
however, that Borrower shall have no obligation to an Indemnitee
hereunder with respect to (i) matters for which such Indemnitee has been
compensated pursuant to or for which an exemption is provided in Section
2.4.7 or any other provision of this Agreement, (ii) Indemnified Matters to
the extent caused by or resulting from the willful misconduct or gross
negligence of that Indemnitee, as determined by a court of competent
jurisdiction, and (iii) Indemnified Matters arising from any dispute among the
Lenders not attributable to the actions or omissions of Borrower or the REIT. To
the extent that the undertaking to indemnify, pay and hold harmless set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

12.3      Change in Accounting Principles. Except as otherwise provided
herein, if any changes in accounting principles from those used in the
preparation of the most recent financial statements delivered to Agent pursuant
to the terms hereof are hereinafter required or permitted by the rules,
regulations, pronouncements and opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and are adopted by the REIT or
Borrower with the agreement of its independent certified public accountants and
such changes result in a change in the method of calculation of any of the
financial covenants, standards or terms found herein, the parties hereto agree
to enter into negotiations in order to amend such provisions so as to equitably
reflect such changes with the desired result that the criteria for evaluating
the financial condition of the REIT or Borrower shall be the same after such
changes as if such changes had not been made; provided, however,
that no change in GAAP that would affect the method of calculation of any of the
financial covenants, standards or terms shall be given effect in such
calculations until such provisions are amended pursuant to Section 12.4,
to so reflect such change in accounting principles.

12.4      Amendments and Waivers. (i) No
amendment or modification of any provision of this Agreement shall be effective
without the written agreement of Requisite Lenders (after notice to all Lenders)
and Borrower (except for amendments to Section 11.4.1 which do not
require the consent of Borrower), and (ii) no termination or waiver of any
provision of this Agreement, or consent to any departure by Borrower therefrom
(except as expressly provided in Section 11.11.1 with respect to waivers
of late fees), shall in any event be effective without the written concurrence
of Requisite Lenders (after notice to all Lenders), which Requisite Lenders
shall have the right to grant or withhold at their sole discretion,
except that:

12.4.1      The
following amendments, modifications or waivers shall require the consent of all
Lenders:

| | (a)     
increasing the Facility or increasing any Lender's Commitment or decreasing any
Lender's Commitment (other than a pro-rata decrease of all Lender's Commitments)
without the consent of the affected Lender;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)     
changing the principal amount or final maturity of the Loans;
| | ----------------------------------------------------------------------

| | (c)     
reducing the interest rates applicable to the Loans;
| | -------------------------------------------------------------

| | (d)     
reducing the rates on which fees payable pursuant hereto are determined;
| | ---------------------------------------------------------------------------------

| | (e)     
forgiving or delaying any amount payable or receivable under Article II
(other than late fees);
| | --------------------------------------------------------------------------------------------------------

| | (f)     
changing the definition of "Requisite Lenders", "Pro Rata Shares" or "Event of
Default";
| | -------------------------------------------------------------------------------------------------

| | (g)     
changing any provision contained in this Section 12.4;
| | ---------------------------------------------------------------

| | (h)     
releasing any obligor or guarantor under any Loan Document or amending the
Guaranty to reduce the guarantor's liability thereunder;
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | (i)     
consent to assignment by Borrower of all of its duties and Obligations
hereunder pursuant to Section 12.14; or
| | -----------------------------------------------------------------------------------------------------------------------

| | (j)      changing any of the financial covenants set
forth in Article IX or any of the definitions used in the computation of such
covenants or waiving any failure of the Borrower to comply with any one of such
covenants for two or more consecutive Fiscal Quarters.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12.4.2      No
amendment, modification, termination or waiver of any provision of
Article XI or any
other provision referring to Agent shall be effective without the written
concurrence of Agent, but only if such amendment, modification, termination or
waiver alters the obligations or rights of Agent.

Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on Borrower in any case shall entitle Borrower to any other further
notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section
12.4 shall be binding on each assignee, transferee or recipient of
Agents or any Lenders Commitment under this Agreement or the Loans
at the time outstanding.

12.5      Independence of Covenants. All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or be otherwise within the limitations
of, another covenant shall not avoid the occurrence of an Event of Default or
Unmatured Event of Default if such action is taken or condition exists, and if a
particular action or condition is expressly permitted under any covenant, unless
expressly limited to such covenant, the fact that it would not be permitted
under the general provisions of another covenant shall not constitute an Event
of Default or Unmatured Event of Default if such action is taken or condition
exists.

12.6      Notices and Delivery. Unless
otherwise specifically provided herein, any consent, notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telecopied or sent by courier service or United States
mail and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of a telecopy (or on the next Business Day if such
telecopy is received on a non-Business Day or after 5:00 p.m. (at the office of
the recipient) on a Business Day) or four (4) Business Days after deposit in the
United States mail (registered or certified, with postage prepaid and properly
addressed). Notices to Agent pursuant to Article II shall not be
effective until received by Agent. For the purposes hereof, the addresses of the
parties hereto (until notice of a change thereof is delivered as provided in
this Section 12.6) shall be as set forth below each party's name on the
signature pages hereof, or, as to each party, at such other address as may be
designated by such party in a written notice to all of the other parties. All
deliveries to be made to Agent for distribution to the Lenders shall be made to
Agent at the addresses specified for notice on the signature page hereto and in
addition, a sufficient number of copies of each such delivery shall be delivered
to Agent for delivery to each Lender at the address specified for deliveries on
the signature page hereto or such other address as may be designated by Agent in
a written notice.

12.7      Survival of Warranties, Indemnities and
Agreements. All agreements, representations, warranties and indemnities made or
given herein shall survive the execution and delivery of this Agreement and the
other Loan Documents and the making and repayment of the Loans hereunder and
such indemnities shall survive termination hereof.

12.8      Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of Agent or any Lender in the
exercise of any power, right or privilege under any of the Loan Documents shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege. All rights and remedies existing under the
Loan Documents are cumulative to and not exclusive of any rights or remedies
otherwise available.

12.9      Setoff; Payments Set Aside. Borrower
hereby grants to each Lender, a continuing lien, security interest and right of
setoff as security for all liabilities and obligations to such Lender hereunder,
whether now existing or hereafter arising, upon and against all deposits,
credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of such Lender or in transit to it. At any time, without
demand or notice (any such notice being expressly waived by Borrower), any
Lender may, WITH THE PRIOR APPROVAL OF THE AGENT (which approval will not be
unreasonably withheld), setoff the same or any part thereof and apply the same
to any liability or obligation of Borrower hereunder even though unmatured and
regardless of the adequacy of any other remedies to collect or collateral
securing the Obligations. To the extent that Borrower makes a payment or
payments to Agent or the Lenders or Agent or the Lenders exercise their rights
of setoff, and such payment or payments or the proceeds of such setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, state or federal law, common law or
equitable cause, then to the extent of such recovery, the Obligation or part
thereof originally intended to be satisfied, and all rights and remedies
therefor, shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred.

12.10      Severability. In case any provision
in or obligation under this Agreement or the other Loan Documents shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby, provided, however, that if the rates
of interest or any other amount payable hereunder, or the collectibility
thereof, are declared to be or become invalid, illegal or unenforceable,
Lenders' obligations to make Loans shall not be enforceable.

12.11      Heading. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.

12.12      Governing Law. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).

12.13      Limitation of Liability. To the
extent permitted by applicable law, no claim may be made by Borrower, any Lender
or any other Person against Agent, Co-Agent or any Lender, or the affiliates,
directors, officers, employees, attorneys or agents of any of them, for any
special, indirect, consequential or 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 any act, omission or event
occurring in connection therewith; and Borrower and each Lender hereby waive,
release and agree 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.

12.14 Successors and Assigns. This
Agreement and the other Loan Documents shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and permitted assigns of Agent and
Lenders. The terms and provisions of this Agreement shall inure to the benefit
of any assignee or transferee of the Loans and the Commitments of Lenders under
this Agreement, and in the event of such transfer or assignment, the rights and
privileges herein conferred upon Agent and Lenders shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions hereof. Borrower's rights or any interest therein hereunder, and
Borrower's duties and Obligations hereunder, shall not be assigned without the
consent of all Lenders.

12.15     
Consent to Jurisdiction and Service of Process; Waiver of Jury Trial and Certain Damage
Claims. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE, AND ALL JUDICIAL PROCEEDINGS
BROUGHT BY BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE, BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION HAVING
SITUS WITHIN THE COMMONWEALTH OF MASSACHUSETTS, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, BORROWER ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED
THEREBY FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. BORROWER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS 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 ITS NOTICE ADDRESS SPECIFIED
ON THE SIGNATURE PAGES HEREOF. BORROWER, AGENT AND LENDERS EACH IRREVOCABLY
WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE.
EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR PROCEEDING REFERRED TO IN
THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, INCLUDING ANY
DAMAGES PURSUANT TO M.G.L. C.93A ET SEQ. NOTHING HEREIN SHALL AFFECT THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION. THE BORROWER, THE AGENT AND EACH LENDER HEREBY MUTUALLY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOANS OR
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NO PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDERS TO
PROVIDE THE COMMITMENTS AND MAKE THE LOANS.

12.16      Counterparts; Effectiveness;
Inconsistencies. This Agreement and any amendments, waivers, consents or
supplements may be executed in counterparts, each of which when so executed and
delivered shall be deemed an original, but all such together shall constitute
but one and the same instrument. This Agreement shall become effective when
Borrower, the initial Lenders and Agent have duly executed and delivered
execution pages of this Agreement to each other (delivery by Borrower to Lenders
and by any Lender to Borrower and any other Lender being deemed to have been
made by delivery to Agent). This Agreement and each of the other Loan Documents
shall be construed to the extent reasonable to be consistent one with the other,
but to the extent that the terms and conditions of this Agreement are actually
and directly inconsistent with the terms and conditions of any other Loan
Document, this Agreement shall govern.

12.17      Construction. The parties acknowledge
that each party and its counsel have reviewed and revised this Agreement and
that the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.

12.18      Obligations Unsecured. It is the
intent of the parties that the Obligations shall constitute unsecured
obligations of Borrower. Neither the restrictions and prohibitions set forth
herein with respect to the creation, incurrence, assumption or existence of any
Lien on any Property of Borrower or any other Person, nor those set forth in any
other Loan Document, are intended to create or constitute a Lien of any nature
upon any Property of Borrower or any other Person, and no such restriction or
prohibition shall be deemed to constitute any such Lien. This Section
12.18 shall not be deemed to prevent the Agent or any Lender from obtaining
a Lien as security for the Obligations at any time hereafter pursuant to a
mutual agreement among the parties hereto expressly providing for such Lien or
during the continuance of any Event of Default.

12.19      Replacement of Loan Notes. Upon
receipt of an affidavit of an officer of any Lender as to the loss, theft,
destruction or mutilation of its Loan Note or any other security document which
is not of public record, and, in the case of any such loss, theft, destruction
or mutilation, upon cancellation of such Loan Note or other security document,
Borrower will issue, in lieu thereof, a replacement Loan Note or other security
document in the same principal amount thereof and otherwise of like tenor. The
Lender requesting any such replacement Loan Note shall agree to indemnify and
hold harmless Borrower from any loss or liability arising from any claims made
upon the cancelled Loan Note that was replaced by such replacement Loan
Note.

12.20      Entire Agreement. This Agreement,
taken together with all of the other Loan Documents and all certificates and
other documents delivered by Borrower to Agent (including documents
incorporating separate agreements relating to the payment of fees), embodies the
entire agreement and supersede all prior agreements, written and oral, relating
to the subject matter hereof.

IN WITNESS WHEREOF, this Amended and Restated Credit Agreement has been duly
executed on the date set forth above.

|BORROWER: | CPG PARTNERS, L.P., a Delaware limited partnership
By: CHELSEA PROPERTY GROUP, INC.,
a Maryland corporation, its general partner
By __________________________
   Its_________________________
ADDRESS FOR NOTICE AND DELIVERY:
103 Eisenhower Parkway
Roseland, NJ 07068
Attn: Michael J. Clarke,
          Chief Financial Officer
Tel: (973)228-6111
Fax: (973)228-1694
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|AGENT/LENDER: | FLEET NATIONAL BANK
By_________________________________
Printed Name_____________________
Title____________________________
ADDRESS FOR NOTICE AND DELIVERY:
Fleet National Bank
100 Federal Street
Boston, MA 02110
Attn: Structured Real Estate
with a copy to the following address:
Fleet National Bank
115 Perimeter Center Place N.E.
Suite 500
Atlanta, GA 30346
Attn: Lori Y. Litow
Telephone: (770) 390-6544
Telecopy: (770) 390-8434
Pro Rata Share: 20%
Loan Commitment: $40,000,000
LIBOR OFFICE:
Fleet National Bank
100 Federal Street
Boston, MA 02110
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|LENDER: | BANK OF AMERICA, N.A.
By_______________________________
Printed Name_____________________
Title____________________________
ADDRESS FOR NOTICE AND DELIVERY:
Address:
Bank of America, N.A.
Real Estate Group - SDG
12th Floor
Mail Center IL-1231-12-12
231 South LaSalle Street
Chicago, IL 60697
Attn: Jeff Kahl
Telephone: (312) 828-1739
Telecopy: (312) 974-4970
Pro Rata Share: 17.5%
Loan Commitment: $35,000,000
LIBOR OFFICE:
Address:
Bank of America, N.A.
Real Estate Group - SDG
12th Floor
Mail Code: IL1-231-12-08
231 South LaSalle Street
Chicago, IL 60697
Attn: Arveste Spencer
Telephone: (312) 828-5146
Telecopy: (312) 828-3950
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|LENDER: | COMMERZBANK AG, NEW YORK BRANCH
By_______________________________
Printed Name_____________________
Title____________________________
By_______________________________
Printed Name_____________________
Title____________________________
ADDRESS FOR NOTICE AND DELIVERY:
Address:
Commerzbank AG, New York Branch
Two World Financial Center
34th Floor
New York, NY 10281
Attn: Douglas P. Traynor
Telephone:(212)266-7569
Telecopy: (212)266-7530
Pro Rata Share: 17.5%
Loan Commitment: $35,000,000
LIBOR OFFICE:
Address:
Commerzbank AG, New York Branch
Two World Financial Center
34th Floor
New York, NY 10281
Attn: Douglas P. Traynor
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|LENDER: | PNC BANK, NATIONAL ASSOCIATION
By_________________________________
Printed Name_____________________
Title____________________________
ADDRESS FOR NOTICE AND DELIVERY:
Address:
PNC Bank, National Association
Two Tower Center, 18th Floor
East Brunswick, NJ 08816
Attn: Thomas Hyland
Telephone: (732) 220-3561
Telecopy: (732) 220-3744
Pro Rata Share: 17.5%
Loan Commitment: $35,000,000
LIBOR OFFICE:
Address:
PNC Bank, National Association
Two Tower Center, 18th Floor
East Brunswick, NJ 08816
Attn: Thomas Hyland
Telephone: (732) 220-3561
Telecopy: (732) 220-3744
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|LENDER: | WACHOVIA BANK, NATIONAL
ASSOCIATION
By_________________________________
       Its______________________________
ADDRESS FOR NOTICE AND DELIVERY:
Address:
Wachovia Bank, National Association
Mail Code: NC 0172
One First Union Center
301 S. College Street
Charlotte, NC 28288-0172
Attn: David B. Hoagland, Vice President
Tele: (704) 374-4809
Fax: (704) 383-6205
Pro Rata Share: 17.5%
Loan Commitment: $35,000,000
LIBOR OFFICE:
Address:
Wachovia Bank, National Association
Mail Code: NC 5604
One First Union Center
301 S. College Street
Charlotte, NC 28288-0166
Attn: David B. Hoagland, Vice President
Tele: (704) 374-4809
Fax: (704) 383-6205
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|LENDER: | BAYERISCHE LANDESBANK, CAYMAN
ISLANDS BRANCH
By_________________________________
       Its______________________________
By_________________________________
       Its______________________________
ADDRESS FOR NOTICE AND DELIVERY:
Address:
Bayerische Landesbank, Cayman Islands Branch
560 Lexington Avenue
New York, NY 10022
Attn: Daniel J. Reddy
Tele: 212-310-9881
Fax: 212-230-9114
Pro Rata Share: 10%
Loan Commitment: $20,000,000
LIBOR OFFICE:
Address:
Bayerische Landesbank, Cayman Islands Branch
560 Lexington Avenue
New York, NY 10022
Attn: Patricia Sanchez
Tele: 212-310-9810
Fax: 212-310-9930
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------