exhibit10_1.htm


    
      

      

    

    Exhibit
10.1

    


    


    


    CREDIT
AGREEMENT

     

    


     

    by and
among

     

    


     

    URSTADT
BIDDLE PROPERTIES INC.

     

    THE
LENDERS PARTY HERETO,

     

    


     

    AND

     

    


     

    THE BANK
OF NEW YORK

     

    as
Administrative Agent

     

    


     

    and

     

    


     

    WELLS
FARGO BANK, N.A.

     

    as
Documentation Agent

     

    


     

    Dated as
of February 11, 2008

     

    


     

    BNY
CAPITAL MARKETS, INC.

     

    as Sole
Lead Arranger

     

    and
Bookrunner

     

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE OF
CONTENTS

     

    Page

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              1.

            	
              DEFINITIONS

            	
              1

            
	 
      	
              1.1.

            	
              Defined Terms.

            	
              1

            
	 
      	
              1.2.

            	
              Other Definitional
    Provisions.

            	
              18

            
	
              2.

            	
              AMOUNT AND TERMS OF LOANS AND LETTERS OF
      CREDIT

            	
              19

            
	 
      	
              2.1.

            	
              Loans.

            	
              19

            
	 
      	
              2.2.

            	
              Notes.

            	
              19

            
	 
      	
              2.3.

            	
              Procedure for Borrowings.

            	
              19

            
	 
      	
              2.4.

            	
              Termination or Reduction of
      Commitments.

            	
              21

            
	 
      	
              2.5.

            	
              Repayment of Loans; Evidence of
      Debt.

            	
              21

            
	 
      	
              2.6.

            	
              Prepayments of the Loans.

            	
              22

            
	 
      	
              2.7.

            	
              Letters of Credit.

            	
              22

            
	 
      	
              2.8.

            	
              Conversions.

            	
              26

            
	 
      	
              2.9.

            	
              Interest Rate and Payment Dates.

            	
              27

            
	 
      	
              2.10.

            	
              Substituted Interest Rate.

            	
              28

            
	 
      	
              2.11.

            	
              Taxes; Net Payments.

            	
              28

            
	 
      	
              2.12.

            	
              Illegality.

            	
              29

            
	 
      	
              2.13.

            	
              Increased Costs.

            	
              29

            
	 
      	
              2.14.

            	
              Indemnification for Break Funding
      Losses.

            	
              30

            
	 
      	
              2.15.

            	
              Use of Proceeds.

            	
              31

            
	 
      	
              2.16.

            	
              Capital Adequacy.

            	
              31

            
	 
      	
              2.17.

            	
              Administrative Agent’s
      Records.

            	
              32

            
	 
      	
              2.18.

            	
              Increase of the Total Commitment
      Amount.

            	
              32

            
	 
      	
              2.19.

            	
              Extensions of the Revolving Credit Termination
      Date.

            	
              33

            
	
              3.

            	
              FEES; PAYMENTS

            	
              34

            
	 
      	
              3.1.

            	
              Fees.

            	
              34

            
	 
      	
              3.2.

            	
              Payments; Application of
      Payments.

            	
              35

            
	
              4.

            	
              REPRESENTATIONS AND
    WARRANTIES

            	
              36

            
	 
      	
              4.1.

            	
              Existence and Power.

            	
              36

            
	 
      	
              4.2.

            	
              Authority.

            	
              36

            
	 
      	
              4.3.

            	
              Binding Agreement.

            	
              36

            
	 
      	
              4.4.

            	
              Subsidiaries.

            	
              37

            
	 
      	
              4.5.

            	
              Litigation.

            	
              37

            
	 
      	
              4.6.

            	
              Required Consents.

            	
              37

            
	 
      	
              4.7.

            	
              No Conflicting Agreements.

            	
              37

            
	 
      	
              4.8.

            	
              Compliance with Applicable
      Laws.

            	
              38

            
	 
      	
              4.9.

            	
              Taxes.

            	
              38

            
	 
      	
              4.10.

            	
              Governmental Regulations.

            	
              38

            
	 
      	
              4.11.

            	
              Federal Reserve Regulations; Use of Loan
      Proceeds.

            	
              38

            
	 
      	
              4.12.

            	
              Plans; Multiemployer Plans.

            	
              39

            


    

     

    i

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              4.13.

            	
              Financial Statements.

            	
              39

            
	 
      	
              4.14.

            	
              Property.

            	
              39

            
	 
      	
              4.15.

            	
              Environmental Matters.

            	
              39

            
	 
      	
              4.16.

            	
              Burdensome Obligations.

            	
              40

            
	 
      	
              4.17.

            	
              Solvency.

            	
              41

            
	 
      	
              4.18.

            	
              REIT Status.

            	
              41

            
	 
      	
              4.19.

            	
              Eligible Real Estate
Assets.

            	
              41

            
	 
      	
              4.20.

            	
              Labor Relations.

            	
              41

            
	 
      	
              4.21.

            	
              No Misrepresentation.

            	
              41

            
	
              5.

            	
              CONDITIONS TO FIRST LOANS OR LETTERS OF
      CREDIT.

            	
              42

            
	 
      	
              5.1.

            	
              Evidence of Action.

            	
              42

            
	 
      	
              5.2.

            	
              This Agreement.

            	
              42

            
	 
      	
              5.3.

            	
              Notes.

            	
              43

            
	 
      	
              5.4.

            	
              Guaranty.

            	
              43

            
	 
      	
              5.5.

            	
              Litigation.

            	
              43

            
	 
      	
              5.6.

            	
              Opinion of Counsel to the
      Borrower.

            	
              43

            
	 
      	
              5.7.

            	
              Fees.

            	
              43

            
	 
      	
              5.8.

            	
              Fees and Expenses of Special
      Counsel.

            	
              43

            
	
              6.

            	
              CONDITIONS OF LENDING – ALL
      LOANS.

            	
              43

            
	 
      	
              6.1.

            	
              Compliance.

            	
              43

            
	 
      	
              6.2.

            	
              Loan Closings.

            	
              44

            
	 
      	
              6.3.

            	
              Borrowing Request.

            	
              44

            
	 
      	
              6.4.

            	
              Documentation and
    Proceedings.

            	
              44

            
	 
      	
              6.5.

            	
              Required Acts and
    Conditions.

            	
              44

            
	 
      	
              6.6.

            	
              Approval of Special
Counsel.

            	
              44

            
	 
      	
              6.7.

            	
              Supplemental Opinions.

            	
              45

            
	 
      	
              6.8.

            	
              Other Documents.

            	
              45

            
	
              7.

            	
              AFFIRMATIVE COVENTANTS

            	
              45

            
	 
      	
              7.1.

            	
              Financial Statements.

            	
              45

            
	 
      	
              7.2.

            	
              Certificates; Other
      Information.

            	
              46

            
	 
      	
              7.3.

            	
              Legal Existence.

            	
              49

            
	 
      	
              7.4.

            	
              Taxes.

            	
              49

            
	 
      	
              7.5.

            	
              Insurance.

            	
              49

            
	 
      	
              7.6.

            	
              Payment of Indebtedness and Performance of
      Obligations.

            	
              50

            
	 
      	
              7.7.

            	
              Maintenance of Property; Environmental
      Investigations.

            	
              50

            
	 
      	
              7.8.

            	
              Observance of Legal
      Requirements.

            	
              50

            
	 
      	
              7.9.

            	
              Inspection of Property; Books and Records;
      Discussions.

            	
              50

            
	 
      	
              7.10.

            	
              REIT Status; Operation of Business; Company
      Listing.

            	
              51

            
	 
      	
              7.11.

            	
              Required Additional
    Guarantors.

            	
              51

            
	
              8.

            	
              NEGATIVE COVENANTS.

            	
              51

            
	 
      	
              8.1.

            	
              Indebtedness.

            	
              51

            
	 
      	
              8.2.

            	
              Liens.

            	
              51

            
	 
      	
              8.3.

            	
              Merger, Consolidation and Certain Dispositions of
      Property.

            	
              52

            


    

     

    ii


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              8.4.

            	
              Investments, Loans, Etc.

            	
              52

            
	 
      	
              8.5.

            	
              Business Changes.

            	
              54

            
	 
      	
              8.6.

            	
              Amendments to Organizational
      Documents.

            	
              54

            
	 
      	
              8.7.

            	
              Bankruptcy Proceedings.

            	
              54

            
	 
      	
              8.8.

            	
              Sale and Leaseback.

            	
              54

            
	 
      	
              8.9.

            	
              Transactions with
    Affiliates.

            	
              54

            
	 
      	
              8.10.

            	
              Use of Proceeds
Limitations.

            	
              54

            
	 
      	
              8.11.

            	
              Total Debt Leverage Ratio.

            	
              54

            
	 
      	
              8.12.

            	
              Unencumbered Asset Pool
    Value.

            	
              55

            
	 
      	
              8.13.

            	
              Secured Debt Leverage
Ratio.

            	
              55

            
	 
      	
              8.14.

            	
              Fixed Charge Coverage Ratio.

            	
              55

            
	 
      	
              8.15.

            	
              Unsecured Debt Service Coverage
      Ratio.

            	
              55

            
	 
      	
              8.16.

            	
              Limitation on Unconsolidated Joint
      Ventures.

            	
              55

            
	
              9.

            	
              DEFAULT.

            	
              55

            
	 
      	
              9.1.

            	
              Events of Default.

            	
              55

            
	
              10.

            	
              THE AGENT.

            	
              58

            
	 
      	
              10.1.

            	
              Appointment.

            	
              58

            
	 
      	
              10.2.

            	
              Delegation of Duties.

            	
              58

            
	 
      	
              10.3.

            	
              Exculpatory
      Provisions.

            	
              58

            
	 
      	
              10.4.

            	
              Reliance by Administrative
      Agent.

            	
              59

            
	 
      	
              10.5.

            	
              Notice of Default.

            	
              59

            
	 
      	
              10.6.

            	
              Non-Reliance on Administrative Agent and Other
      Lenders.

            	
              60

            
	 
      	
              10.7.

            	
              Indemnification.

            	
              60

            
	 
      	
              10.8.

            	
              Administrative Agent in Its Individual
      Capacity.

            	
              61

            
	 
      	
              10.9.

            	
              Successor Administrative
    Agent.

            	
              61

            
	
              11.

            	
              OTHER PROVISIONS

            	
              62

            
	 
      	
              11.1.

            	
              Amendments and Waivers.

            	
              62

            
	 
      	
              11.2.

            	
              Notices.

            	
              63

            
	 
      	
              11.3.

            	
              No Waiver; Cumulative
    Remedies.

            	
              64

            
	 
      	
              11.4.

            	
              Survival of Representations and
      Warranties.

            	
              65

            
	 
      	
              11.5.

            	
              Payment of Expenses and Taxes.

            	
              65

            
	 
      	
              11.6.

            	
              Lending Offices.

            	
              66

            
	 
      	
              11.7.

            	
              Successors and Assigns.

            	
              66

            
	 
      	
              11.8.

            	
              Counterparts.

            	
              68

            
	 
      	
              11.9.

            	
              Adjustments; Set-off.

            	
              68

            
	 
      	
              11.10.

            	
              Lenders’
      Representations.

            	
              69

            
	 
      	
              11.11.

            	
              Indemnity.

            	
              69

            
	 
      	
              11.12.

            	
              Governing Law.

            	
              70

            
	 
      	
              11.13.

            	
              Headings Descriptive.

            	
              70

            
	 
      	
              11.14.

            	
              Severability.

            	
              70

            
	 
      	
              11.15.

            	
              Integration.

            	
              70

            
	 
      	
              11.16.

            	
              Consent to Jurisdiction.

            	
              70

            
	 
      	
              11.17.

            	
              Service of Process.

            	
              70

            
	 
      	
              11.18.

            	
              No Limitation on Service or
      Suit.

            	
              71

            


    

     

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              11.19.

            	
              WAIVER OF TRIAL BY JURY.

            	
              71

            
	 
      	
              11.20.

            	
              Confidentiality.

            	
              71

            
	 
      	
              11.21.

            	
              Patriot Act.

            	
              72

            


    

     

     

    iv


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      LIST OF
EXHIBITS AND SCHEDULES

       

      EXHIBITS:

       

      
        	
                Exhibit
      A

              	
                -

              	
                Form
      of Assignment and Assumption Agreement

              
	
                Exhibit
      B

              	
                -

              	
                Form
      of Borrowing Request

              
	
                Exhibit
      C

              	
                -

              	
                Commitment
      Amounts

              
	
                Exhibit
      D

              	
                -

              	
                Form
      of Compliance Certificate

              
	
                Exhibit
      E

              	
                -

              	
                Form
      of Subsidiary Guaranty

              
	
                Exhibit
      F

              	
                -

              	
                Form
      of Note

              
	
                Exhibit
      G

              	
                -

              	
                Form
      of Notice of Conversion

              
	
                Exhibit
      H

              	
                -

              	
                Secretary’s
      Certificate

              
	
                Exhibit
      I

              	
                -

              	
                Points
      for Legal Opinions

              
	
                Exhibit
      J

              	
                -

              	
                Form
      of Commitment Increase Supplement

              
	
                Exhibit
      K

              	
                -

              	
                Form
      of Real Property Asset Review

              


      

      


      SCHEDULES:

       

      
        	
                Schedule
      I

              	
                -

              	
                Domestic
      and Eurodollar Lending Offices

              
	
                Schedule
      II

              	
                -

              	
                Initial
      Unencumbered Operating Properties

              
	
                Schedule
      4.4

              	
                -

              	
                Subsidiaries

              
	
                Schedule
      4.5

              	
                -

              	
                Litigation

              
	
                Schedule
      4.12

              	
                -

              	
                Plans

              
	
                Schedule
      4.19

              	
                -

              	
                List
      of Eligible Real Estate
Assets

              


      

    

     

    v


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    CREDIT
AGREEMENT, dated as of February 11, 2008, by and among URSTADT BIDDLE PROPERTIES
INC., a Maryland corporation (the “Borrower”), each
lender party hereto or which becomes a “Lender” pursuant to
the provisions of Section 11.7 (each a “Lender” and,
collectively, the “Lenders”), and THE
BANK OF NEW YORK, as administrative agent (in such capacity, the “Administrative
Agent”).

     

    1. DEFINITIONS.

     

    1.1. Defined
Terms.

     

    As used
in this Agreement, terms defined in the preamble have the meanings therein
indicated, and the following terms have the following meanings:

     

    “ABR Advances”: the
Loans (or any portions thereof) at such time as they (or such portions) are made
and/or being maintained at a rate of interest based upon the Alternate Base
Rate.

     

    “Accountants”: PKF,
Certified Public Accountants, A Professional Corporation or such other firm of
certified public accountants selected by the Borrower and satisfactory to the
Administrative Agent.

     

    “Adjusted Net Operating
Income”: for any period, the aggregate amount of the Net Operating Income
from each Eligible Real Estate Asset during such period, less the Capital
Expense Reserve for such Eligible Real Estate Asset during such
period.

     

    “Advance”: an ABR
Advance or a Eurodollar Advance, as the case may be.

     

    “Affected Advance”: as
defined in Section 2.10.

     

    “Affiliate”: as to any
Person, any other Person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person.  For
purposes of this definition, control of a Person shall mean the power, direct or
indirect, (i) to vote 10% or more of the securities having ordinary voting power
for the election of directors (or persons performing similar functions) of such
Person or (ii) to direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise.

     

    “Agreement”: this
Credit Agreement, as the same may be amended, supplemented or otherwise modified
from time to time.

     

    “Alternate Base Rate”:
on any date, a rate of interest per annum equal to the higher of (i) the Federal
Funds Rate in effect on such date plus 1/2 of 1% or (ii) the BNY Rate in effect
on such date.

     

    “Applicable Lending
Office”: in respect of any Lender, (A) in the case of such Lender’s ABR
Advances, its Domestic Lending Office and (B) in the case of such Lender’s
Eurodollar Advances, its Eurodollar Lending Office.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Applicable Commitment Fee
Percentage”: with respect to the Commitment Fee Payable pursuant to
Section 3.1:

     

    (i) for any
period that the average daily unadvanced portion of the Total Commitment Amount
is less than 50% of the Total Commitment Amount, 0.175%, and

     

    (ii) for any
period that the average daily unadvanced portion of the Total Commitment Amount
is equal to or greater than 50% of the Total Commitment Amount,
0.125%

     

    “Applicable Margin”:
with respect to the unpaid principal balance of Eurodollar Advances, and for
purposes of computing the fee payable in respect of Letters of Credit pursuant
to Section 3.1(b), during each period set forth in column one of the chart
below, the Applicable Margin set forth in column two in such chart corresponding
to such period:

     

    
      	 
      

              Period

            	 
      

              Applicable

              Margin

            
	
              Any
      period during which the Consolidated Total Indebtedness is less than 25%
      of Gross Asset Value.

               

            	
              0.85%

            
	
              Any
      period during which the Consolidated Total Indebtedness is equal to or
      greater than 25% of Gross Asset Value but less than 40% of Gross Asset
      Value.

               

            	
              1.00%

            
	
              Any
      period during which the Consolidated Total Indebtedness is equal to or
      greater than 40% of Gross Asset Value.

            	
              1.15%

            
	 
      	 
      


    

    The
parties understand that the applicable interest rate for this indebtedness shall
be determined and/or adjusted from time-to-time based upon certain financial
ratios and/or other information to be provided or certified to Administrative
Agent by Borrower (the “Borrower
Information”).  If it is subsequently determined that any such
Borrower Information was incorrect (for whatever reason, including without
limitation because of a subsequent restatement of earnings by Borrower) at the
time it was delivered to Administrative Agent, and if the applicable interest
rate calculated for any period was lower than it should have been had the
correct information been timely provided, then, such interest rate for such
period shall be automatically recalculated using the correct Borrower
Information.  The Administrative Agent shall promptly notify Borrower
in writing of any additional interest due because of such recalculation, and
Borrower shall pay to the Administrative Agent, for the account of each Lender
as applicable, such additional interest within five (5) business days of receipt
of such written notice.  Any recalculation of interest required by
this provision shall survive termination of this Agreement and this provision
shall not in any way limit any of the Administrative Agent’s or any Lender’s
other rights and remedies under this Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Assignment and Assumption
Agreement”: an assignment and assumption agreement executed by an
assignor and an assignee pursuant to which such assignor assigns to such
assignee all or any portion of such assignor’s Notes and Commitments,
substantially in the form of Exhibit
A.

     

    “Assignment Fee”: as
defined in Section 11.7(b).

     

    “Authorized
Signatory”: the CEO, the president or any vice president of finance or
any other duly authorized officer (acceptable to the Administrative Agent) of
the Borrower.

     

    “Benefited Lender”: as
defined in Section 11.9.

     

    “BNY”: The Bank of New
York.

     

    “BNY Rate”: a rate of
interest per annum equal to the rate of interest publicly announced in New York
City by BNY from time to time as its prime commercial lending rate, such rate to
be adjusted automatically (without notice) on the effective date of any change
in such publicly announced rate.

     

    “Borrower’s Interest”:
for any period and with respect to an Eligible Asset owned by a DownREIT
Partnership or an Eligible Consolidated or Unconsolidated Joint Venture Asset,
the percentage of Net Operating Income from such Eligible Asset or Eligible
Consolidated or Unconsolidated Joint Venture Asset, as the case may be, which
the Borrower shall be entitled to receive for such period.

     

    “Borrowing Date”: any
Business Day specified in a Borrowing Request delivered pursuant to Section
2.3.

     

    “Borrowing Request”: a
borrowing request in the form of Exhibit
B.

     

    “Business Day”: for
all purposes other than as set forth in clause (ii) below, (i) any day other
than a Saturday, a Sunday or a day on which commercial banks located in New York
City are authorized or required by law or other governmental action to close and
(ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Advances, any day which is a
Business Day described in clause (i) above and which is also a day on which
dealings in Dollar deposits between banks may be carried on in London,
England.

     

    “Capital Expense”: for
any period, and with respect to Real Property which is an Eligible Real Estate
Asset during such period, the sum of all usual and recurring capital
expenditures of the Borrower and its Subsidiaries made with respect to such
Eligible Real Estate Asset during such period (excluding, without limitation,
expenses for expansions of such Real Property, or any ground-up construction on
such Real Property).

     

    “Capital Expense
Reserve”:  during any period, an amount with respect to each
Eligible Real Estate Asset equal to (i) with respect to all retail, office and
industrial properties, a per annum rate of $.10 times the total Net Rentable
Area of such Eligible Real Estate Asset, and (ii) with respect to all apartment
properties, $300 per unit (whether or not such reserves are actually established
by the Borrower).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Capital Leases”:
leases which have been, or under GAAP are required to be,
capitalized.

     

    “Change of Control”:
the occurrence of any one of the following events:

     

    (a) any
Person becomes the owner of 20% or more of the Borrower’s common Stock and
thereafter individuals who were not on the board of directors of the Borrower on
the date of execution of this Agreement are elected as board members pursuant to
an arrangement or understanding with, or upon the request of or nomination by,
such Person and constitute at least two of the members of such board of
directors of the Borrower; or

     

    (b) there
occurs a change of control of the Borrower of a nature that would be required to
be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15
under the Securities Exchange Act of 1934, as amended, or in any other filing by
the Borrower with the Securities and Exchange Commission; or

     

    (c) there
occurs any solicitation of proxies by or on behalf of any Person other than the
directors of the Borrower and thereafter individuals who were not directors of
the Borrower prior to the commencement of such solicitation are elected as
directors of the Borrower pursuant to an arrangement or understanding with, or
upon the request of or nomination by, such Person and constitute at least two of
the members of such board of directors of the Borrower; or

     

    (d) the
Borrower consolidates with, is acquired by, or merges into or with any Person
(other than a merger of a Subsidiary into the Borrower where the Borrower is the
surviving entity).

     

    “Code”: the Internal
Revenue Code of 1986, as the same may be amended from time to time, or any
successor thereto, and the rules and regulations issued thereunder, as from time
to time in effect.

     

    “Commitment”: in
respect of any Lender, such Lender’s undertaking during the Commitment Period to
make Loans and to acquire participations in Letters of Credit, subject to the
terms and conditions hereof, in an aggregate outstanding principal amount not
exceeding such Lender’s Commitment Amount.

     

    “Commitment
Amount”:  the amount set forth next to the name of such Lender
in Exhibit C
under the heading “Commitments” as such Lender’s Commitment Amount, as the same
may be reduced pursuant to Section 2.4 or changed pursuant to Section
11.7.

     

    “Commitment Fee”: as
defined in Section 3.1.

     

    “Commitment
Percentage”: on any day, and as to any Lender, the quotient of (i) such
Lender’s Commitment Amount on such day, divided by (ii) the Commitment Amounts
of all Lenders on such day.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    “Commitment Period:”
the period from the Effective Date through the Revolving Credit Termination
Date.

     

    “Compliance
Certificate”: a certificate substantially in the form of Exhibit
D.

     

    “Consolidated Debt
Service”: for any period, the sum of each of the following: (i)
Consolidated Interest Expense for such period, (ii) the aggregate of all
scheduled principal amounts that become payable during such period in respect of
Consolidated Total Indebtedness (excluding balloon payments at maturity),
determined with respect to the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP and (iii) all payments paid or required to be paid
by the Borrower or any of its Subsidiaries to holders of operating partnership
units in a DownREIT Partnership during such period (excluding cash dividends
paid during such period in respect of preferred stock of the Borrower or its
Subsidiaries), determined with respect to the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP.

     

    “Consolidated EBITDA”:
for any period, net income for such period of the Borrower and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP and
before payment of any preferred stock dividends (excluding, to the extent
included in determining such net income for such period, the aggregate amount of
extraordinary gains or losses and any non-recurring severance payments during
such period), plus, without
duplication and to the extent deducted in determining such net income, the sum
of (i) Consolidated Interest Expense for such period, (ii) the aggregate amount
of any taxes paid during such period, (iii) the aggregate amount attributable to
depreciation and amortization for such period (including amortization of stock
compensation charges), and (iv) the aggregate amount of non-cash expenses during
such period.

     

    “Consolidated Fixed
Charges”: for any period, the sum of each of the following: (i) the
aggregate amount of Consolidated Debt Service during such period, (ii) the
aggregate amount of all cash dividends paid by the Borrower or its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, during
such period in respect of preferred stock of the Borrower and its Subsidiaries,
and (iii) rent payments under Eligible Ground Leases to the extent not deducted
from income in determining Consolidated EBITDA.

     

    “Consolidated Interest
Expense”:  for any period, the sum of (i) interest and fees
accrued, accreted or paid by the Borrower and its consolidated Subsidiaries
during such period in respect of Consolidated Total Indebtedness, determined on
a consolidated basis in accordance with GAAP (including any thereof for which
the Borrower is liable under any repayment, interest carry or performance
guaranty), including (a) the amortization of debt discounts to the extent
included in interest expense in accordance with GAAP, (b) the amortization of
all fees (including fees with respect to interest rate cap agreements or other
agreements or arrangements entered into by the Borrower or any of its
consolidated Subsidiaries designed to protect the Borrower or such Subsidiaries,
as applicable, against fluctuations in interest rates) payable in connection
with the incurrence of any Indebtedness to the extent included in interest
expense in accordance with GAAP and (c) the portion of any rents payable under
capital leases allocable to interest expense in accordance with GAAP, and (ii)
the Borrower’s pro-rata share of debt service payments made or required to be
made by Unconsolidated Joint Ventures during such period.

     

     

    
      
        
        

      

      
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    “Consolidated or
Unconsolidated Joint Venture”:  any partnership, limited
liability company, corporation or joint venture in which the Borrower or any of
its Subsidiaries has a direct or indirect interest or investment and which, in
accordance with GAAP, is not consolidated with the Borrower for financial
reporting purposes.

     

    “Consolidated Total
Indebtedness”: as of any date, the aggregate principal amount of all
Indebtedness of the Borrower and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, plus, if not otherwise required to
be reflected in the Borrower’s consolidated balance sheet (and without
duplication) (i) Contingent Obligations of the Borrower and its consolidated
Subsidiaries on such date, (ii) any guarantee by the Borrower of, or other
obligation by the Borrower to pay, any Indebtedness of an unconsolidated
Subsidiary of the Borrower or any Unconsolidated Joint Venture (to the full
extent of the amount of such guaranteed Indebtedness on such date), (iii) the
Borrower’s pro-rata share of Indebtedness of Unconsolidated Joint Ventures on
such date, and (iv) the sum of the Exchange Values for all operating partnership
units of DownREIT Partnerships outstanding on such date.

     

    “Contingent
Obligation”: as to any Person, any obligation of such Person guaranteeing
or in effect guaranteeing any Indebtedness, leases, dividends or other
obligations (“Primary Obligations”) of any other Person (the “Primary Obligor”)
in any manner, whether directly or indirectly, and whether arising from
partnership or keep-well agreements, including, without limitation, any
obligation of such Person, whether contingent or not contingent (a) to purchase
any such Primary Obligation or any Property constituting direct or indirect
security therefor, (b) to advance or supply funds (i) for the purchase or
payment of any such Primary Obligation or (ii) to maintain working capital or
equity capital of the Primary Obligor or otherwise to maintain net worth,
solvency or other financial statement condition of the Primary Obligor, (c) to
purchase Property, securities or services primarily for the purpose of assuring
the beneficiary of any such Primary Obligation of the ability of the Primary
Obligor to make payment of such Primary Obligation or (d) otherwise to assure,
protect from loss or hold harmless the beneficiary of such Primary Obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include the endorsement of instruments for deposit or
collection in the ordinary course of business.  The term Contingent
Obligation shall also include the liability of a general partner in respect of
the liabilities of the partnership in which it is a general partner. The amount
of any Contingent Obligation of a Person shall be deemed to be an amount equal
to the stated or determinable amount of the Primary Obligation in respect of
which such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by
such Person in good faith.

     

    “Conversion Date”: the
date on which a Eurodollar Advance is converted to an ABR Advance, or the date
on which an ABR Advance is converted to a Eurodollar Advance, or the date on
which a Eurodollar Advance is converted to a new Eurodollar Advance, all in
accordance with Section 2.8.

     

    “Credit Party”: any of
the Administrative Agent, the Lead Arranger, the Issuing Bank, each Lender and
their successors and assigns.

     

     

    
      
        
        

      

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

     

    “Dollars” and “$”: lawful currency
of the United States of America.

     

    “Domestic Lending
Office”: in respect of any Lender and the Issuing Bank, initially, the
office or offices of such Lender and the Issuing Bank designated as such on
Schedule I;
thereafter, such other office of such Lender and the Issuing Bank through which
it shall be making or maintaining ABR Advances or issuing Letters of Credit, as
reported by such Lender or the Issuing Bank to the Administrative Agent and the
Borrower.

     

    “DownREIT
Partnership”: as of the Effective Date, UB Stamford, LP and after the
Effective Date, any other partnership or limited liability company hereafter
created by the Borrower for the purpose of acquiring assets qualifying as “real
estate assets” under Section 856(c) of the Code through the issuance of
partnership or limited liability company units in such partnership or limited
liability company to third parties, provided that, in the case of each such
entity (including UB Stamford, LP), the Borrower or a wholly owned Subsidiary of
the Borrower is the sole general partner or managing member of such partnership
or limited liability company, as the case may be.  Any partnership or
limited liability company created after the Effective Date must be approved by
the Administrative Agent as a “DownREIT Partnership” for purposes of being
included in this definition.

     

    “Effective Date”: the
date on which the conditions specified in Section 5 are satisfied.

     

    “Eligible
Assets”:  on any date, assets which are on such date: (i)
Eligible Real Estate Assets; (ii) unrestricted cash on deposit on such date in
demand deposit accounts in the name of the Borrower maintained in domestic
commercial banks or savings banks; (iii) unrestricted short term marketable
securities held in the name of the Borrower having a Moody’s rating of Baa2 or
better or an S&P rating of BBB or better; (iv) Eligible Mortgage
Receivables; and (v) all Eligible Consolidated or Unconsolidated Joint Venture
Assets.

     

    “Eligible Consolidated or
Unconsolidated Joint Venture Asset”: as of any date, each Real Property
owned in fee simple on such date by a Consolidated or Unconsolidated Joint
Venture and which otherwise satisfies the conditions of clauses (i) through (v)
of the definition of “Eligible Real Estate Asset” on such date.

     

    “Eligible Ground
Lease”:  a lease of property in which the Borrower or a wholly
owned Subsidiary of the Borrower is the holder of the leasehold estate and which
(i) has a remaining term (inclusive of renewal options exercisable at the option
of the holder of the leasehold estate) of at least 30 years, and (ii) the
leasehold estate is (in the determination of the Administrative Agent)
“mortgageable” in that it provides or allows for (either in the lease itself or
in a separate agreement executed by the landlord):  (A) the right of
the holder of such leasehold estate to mortgage the leasehold estate; (B) the
right of a lender secured by a mortgage on such leasehold estate to receive
notices of lessee defaults from the landlord and to have the opportunity to cure
the same; and (C) recognition of the mortgagee’s interest in the leasehold
estate and rights to a new lease in the event the lease is terminated for any
reason.

     

     

    
      
        
        

      

      
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    “Eligible Mortgage
Receivable”:  as of any date, payments due under a commercial
mortgage owned by the Borrower which qualifies as “real estate asset” under
Section 856(c)(5)(B) of the Code as of such date, provided that on such date (i)
there are no past due payments outstanding under such mortgage, and (ii) no
other uncured default exists with respect to such mortgage; and “Eligible Mortgage
Receivables” shall mean all such payments on such date,
collectively.

     

    “Eligible Real Estate
Asset”: on any date, any Real Property which is on such date wholly owned
by the Borrower or a DownREIT Partnership in fee simple or which is an Eligible
Consolidated or Unconsolidated Joint Venture Asset, and (i) which is an
income-producing property in operating condition and in respect of which no
material part thereof has been damaged by fire or other casualty (unless such
damage has been repaired) or condemned (unless such condemnation has been
restored), (ii) for which a certificate of occupancy has been issued for all
currently occupied space comprising the same, (iii) which is not an
Environmental Risk Property, and (iv) which is located within the 48 contiguous
States of the United States of America, and “Eligible Real Estate
Assets” means all such Real Property, collectively.

     

    “Eligible Real Estate Asset
Value”:  as of any date and with respect to any Eligible Real
Estate Asset, the sum of (A) the quotient of (i) an amount equal to the
annualized Adjusted Net Operating Income for such Eligible Real Estate Asset for
the fiscal quarter of the Borrower most recently ending as of such date
(excluding Net Operating Income for any such property not owned for the entire
such fiscal quarter), divided by (ii) 8% and (B) the purchase price of any
Eligible Real Estate Asset acquired during such prior fiscal quarter. For
purposes of any determination of an Eligible Real Estate Asset Value, the
Adjusted Net Operating Income of any Eligible Real Estate Asset owned by a
DownREIT Partnership or which is an Eligible Consolidated or Unconsolidated
Joint Venture Asset shall be based on the Borrower’s Interest in the Adjusted
Net Operating Income for each such property.

     

    “Environmental Laws”:
any and all federal, state and local laws relating to the environment or the
use, storage, transporting, manufacturing, handling, discharge, disposal or
recycling of hazardous substances, materials or pollutants or industrial hygiene
and including, without limitation, (i) the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 USCA §9601 et seq.; (ii) the
Resource Conservation and Recovery Act of 1976, as amended, 42 USCA §6901 et seq.; (iii) the Toxic
Substance Control Act, as amended, 15 USCA §2601 et seq.; (iv) the Water
Pollution Control Act, as amended, 33 USCA §1251 et seq.; (v) the Clean
Air Act, as amended, 42 USCA §7401 et seq.; (vi) the
Hazardous Material Transportation Act, as amended, 49 USCA §1801 et seq. and (viii) all
rules, regulations, judgments, decrees, injunctions and restrictions thereunder
and any analogous state law.

     

    “Environmental Risk
Property”: any Real Property of the Borrower, a Subsidiary of the
Borrower or a DownREIT Partnership in respect of which, at any
time:

     

    (i) Hazardous
Substances are (A) generated or manufactured on, transported to or from, treated
at, stored at or discharged from such Real Property in violation of any
Environmental Laws; (B) discharged into subsurface waters under such Real
Property in violation of any Environmental Laws; or (C) discharged from such
Real Property on or into property or waters (including subsurface waters)
adjacent to such Real Property in violation of any Environmental Laws, and any
of the foregoing events in (A), (B) or (C) has an Adverse Environmental Impact;
or

     

    
      
        
        

      

      
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    (ii) there
exists with respect to such Real Property (A) a claim, demand, suit, action,
proceeding, condition, report, directive, lien, violation, or non-compliance
concerning any liability (including, without limitation, potential liability for
enforcement, investigatory costs, cleanup costs, government response costs,
removal costs, remedial costs, natural resources damages, property damages,
personal injuries or penalties) arising in connection with: (x) any
non-compliance with or violation of the requirements of any applicable
Environmental Laws, or (y) the presence of any Hazardous Substance on such Real
Property or the release of any Hazardous Substance into the environment from
such Real Property, or (B) any actual liability in connection with the presence
of any Hazardous Substance on such Real Property or the release of any Hazardous
Substance into the environment from such Real Property, and any of the foregoing
events in (A) or (B) has an Adverse Environmental Impact.

     

    For
purposes of this definition, the term “Adverse Environmental
Impact” shall mean any event described in clause (A), (B) or (C) of
paragraph (i) above or clause (A) or (B) of paragraph (ii) above which could
reasonably be expected to have a material adverse effect on (1) the value of
such Real Property, (2) the marketability of such Real Property, or (3) the
ability to finance or refinance such Real Property.

     

    “ERISA”: the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations issued thereunder, as from time to time in
effect.

     

    “ERISA Affiliate”: any
Person which is a member of any group of organizations (i) described in Section
414(b) or (c) of the Code of which the Borrower is a member, or (ii) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the Lien created under Section 302(f) of ERISA and
Section 412(n) of the Code, described in Section 414(m) or (o) of the Code, of
which the Borrower is a member.

     

    “ERISA Liabilities”:
without duplication, the aggregate of all unfunded vested benefits under all
Plans and all potential withdrawal liabilities under all Multiemployer
Plans.

     

    “Eurodollar Advance”:
collectively, the Loans (or any portions thereof), at such time as they (or such
portions) are made and/or being maintained at a rate of interest based upon a
particular Eurodollar Rate; and “Eurodollar Advances”
shall mean all such Loans (or portions thereof) in the aggregate.

     

    “Eurodollar Lending
Office”: in respect of any Lender, initially, the office, branch or
affiliate of such Lender designated as such on Schedule I (or, if no
such office branch or affiliate is specified, its Domestic Lending Office);
thereafter, such other office, branch or affiliate of such Lender through which
it shall be making or maintaining Eurodollar Advances, as reported by such
Lender to the Administrative Agent and the Borrower.

     

     

    
      
        
        

      

      
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    “Eurodollar Rate”:
with respect to each Eurodollar Advance, and as determined by the Administrative
Agent, for the Interest Period applicable to such Eurodollar Advance, the rate
per annum (rounded, if necessary, to the next higher 1/16 of 1%) equal to the
product of (i) the arithmetic mean of the offered rates for deposits in Dollars
for a period comparable to such Interest Period which appear on the LIBO Page of
the Reuters Monitor Money Rates Service (or such page as may replace such page
on such service for the purpose of displaying the Eurodollar Rate) as of 11:00
a.m. (London time) on the day that is two Business Days prior to the first day
of such Interest Period, times (ii) any Statutory Reserve Rate. If fewer than
two rates appear on the LIBO Page of the Reuters Monitor Money Rates Service,
“Eurodollar Rate” shall mean for the then current Interest Period relating to a
Eurodollar Advance, the rate per annum (rounded, if necessary, to the next
higher 1/16 of 1%) equal to the product of (i) the rate per annum at which BNY
offers deposits in Dollars for a period comparable to such Interest Period and
in an amount equal to the outstanding principal amount of such Eurodollar
Advance to leading banks in the London interbank eurodollar market as of 11:00
a.m. (London time) on the day that is two Business Days prior to the first day
of such Interest Period, times (ii) any Statutory Reserve Rate.

     

    “Event of Default”:
any of the events specified in Section 9, provided that any requirement for the
giving of notice, the lapse of time or any other condition specified in Section
9 has been satisfied.

     

    “Exchange
Value”:  with respect to each outstanding operating partnership
unit in a DownREIT Partnership, the amount, expressed in Dollars, appurtenant to
such operating partnership unit, established upon the issuance of such operating
partnership unit, which the holder of such operating partnership unit may on any
date exchange for either (i) a number of common shares of stock of the Borrower
having a market value on the applicable exchange date equal to such amount, or
(ii) a cash payment. “Exchange Values” shall mean all such amounts in the
aggregate.

     

    “Extension Events for First
Extension”:  as defined in Section 2.19.

     

    “Extension Events for Second
Extension”:  as defined in Section 2.19.

     

    “Facility Exposure”:
with respect to any Lender at any time, the sum of the (i) aggregate outstanding
principal amount of such Lender’s Loans and (ii) such Lender’s LC Exposure at
such time.

     

    “Federal Funds Rate”:
for any day, a rate per annum (expressed as a decimal, rounded upwards, if
necessary, to the next higher 1/100 of 1%), equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (i) if the day for which such rate is to be determined is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average of the quotations for
such day on such transactions received by BNY as determined by BNY and reported
to the Administrative Agent.

     

     

    
      
        
        

      

      
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    “Fees”: the Commitment
Fee, the LC Fee and any other fees payable pursuant to Section 3.1.

     

    “Fixed Charge Coverage
Ratio”: as of the end of any fiscal quarter of the Borrower, the ratio of
(i) Consolidated EBITDA for the four fiscal quarters of the Borrower having then
ended, to (ii) Consolidated Fixed Charges for the four fiscal quarters of the
Borrower having then ended.

     

    “GAAP”: 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 statement by such other entity as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination, consistently
applied.

     

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

     

    “Gross Asset Value”:
on any date, the sum of the following amounts:

     

    (a)           with
respect to each Eligible Real Estate Asset, an amount equal to the Eligible Real
Estate Asset Value of such Eligible Real Estate Asset on such date;

     

    (b)           with
respect to each Eligible Consolidated or Unconsolidated Joint Venture Asset, the
Borrower’s pro-rata share of the Eligible Real Estate Value of such Eligible
Consolidated or Unconsolidated Joint Venture Asset;

     

    (c)           with
respect to cash and cash equivalents which are Eligible Assets on such date, the
amount of such cash on such date;

     

    (d)           with
respect to short term marketable securities which are Eligible Assets on such
date, an amount equal to the market value of such securities on such date (but
not more than 10% of Gross Asset Value on any date of
determination);

     

    (e)           the
book value of construction projects owned by the Borrower or any of its
consolidated Subsidiaries which are in process (including the book value for
related land) and, for construction in process of any Unconsolidated Joint
Ventures, the Borrower’s pro-rata share of the book value of such construction
in process on such date; and

     

    (f)           Eligible
Mortgage Receivables and trade receivables of the borrower on such date which
are aged not more than 30 days, provided that (x) the tenant obligor under such
trade receivable is not insolvent or subject to any bankruptcy proceedings, and
(y) trade receivables shall not include any Net Operating Income used in
determining Eligible Real Estate Asset Value as at such fiscal quarter
end.

     

     

    
      
        
        

      

      
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    “Guaranty”:
collectively, (i) a Subsidiary Guaranty, substantially in the form of Exhibit E executed by
each of the Subsidiary Guarantors identified on Schedule 4.4 and
delivered to the Administrative Agent for the benefit of the Lenders on or prior
to the Effective Date, and (ii) each additional Subsidiary Guaranty
substantially in the form of Exhibit E executed by
each Required Additional Guarantor and delivered to the Administrative Agent for
the benefit of the Lenders after the Effective Date.

     

    “Hazardous Substance”:
any hazardous or toxic substance, material or waste, including, but not limited
to, (i) those substances, materials, and wastes listed in the United States
Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by
the Environmental Protection Agency as hazardous substances (40 CFR Part 302),
as such lists may be amended and/or replaced from time to time, and (ii) any
substance, pollutant or material defined or designated in any Environmental Law
as a “hazardous substance,” “toxic substance,” “hazardous material,” “hazardous
waste,” “restricted hazardous waste,” “pollutant,” “toxic pollutant” or words of
similar import.

     

    “Highest Lawful Rate”:
with respect to any Lender, the maximum rate of interest, if any, that at any
time or from time to time may be contracted for, taken, charged or received by
such Lender on its Note or which may be owing to such Lender pursuant to this
Agreement under the laws applicable to such Lender and this
Agreement.

     

    “Indebtedness”: as to
any Person, at a particular time, all items which constitute, without
duplication, (a) indebtedness for borrowed money, whether secured or unsecured
(including, without limitation, any non-recourse indebtedness of such Person and
the indebtedness under this Agreement and the Notes), or the deferred purchase
price of Property (other than trade payables incurred in the ordinary course of
business), (b) indebtedness evidenced by notes, bonds, debentures or similar
instruments, (c) obligations with respect to any conditional sale or title
retention agreement, (d) indebtedness arising under acceptance facilities and
the amount available to be drawn under all letters of credit issued for the
account or upon the application of such Person and, without duplication, all
drafts drawn thereunder to the extent such Person shall not have reimbursed the
issuer in respect of the issuer’s payment of such drafts, (e) all liabilities
secured by any Lien on any Property owned by such Person even though such Person
has not assumed or otherwise become liable for the payment thereof (other than
carriers’, warehousemen’s, mechanics’, repairmen’s or other like non-consensual
statutory Liens arising in the ordinary course of business), (f) obligations
under Capital Leases, (g) Contingent Obligations and (h) ERISA
Liabilities.

     

    “Indemnified Person”:
as defined in Section 11.11.

     

    “Initial Revolving Credit
Termination Date”:  February 11, 2011.

     

    “Intellectual
Property”: all copyrights, trademarks, patents, trade names and service
marks.

     

    “Interest Payment
Date”: (i) as to any ABR Advance, the last day of each month commencing
on the first such day to occur after such ABR Advance is made or any Eurodollar
Advance is converted to an ABR Advance, and (ii) as to any Eurodollar Advance,
the last day of such Interest Period.

     

     

    
      
        
        

      

      
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    “Interest Period”:
with respect to any Eurodollar Advance requested by the Borrower, the period
commencing on, as the case may be, the Borrowing Date or Conversion Date with
respect to such Eurodollar Advance and ending one, two or three months
thereafter, as selected by the Borrower in its irrevocable Borrowing Request as
provided in Section 2.3 or its irrevocable notice of conversion as provided in
Section 2.8, provided, however, that all of the foregoing provisions relating to
Interest Periods are subject to the following:

     

    (a) if any
Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the immediately
preceding Business Day;

     

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

     

    (c) no such
Interest Period shall end after the last day of the Commitment Period;
and

     

    (d) the
Borrower shall select Interest Periods so as not to have more than 3 different
Interest Periods outstanding at any one time.

     

    “Investments”: as
defined in Section 8.4.

     

    “Issuing Bank”: BNY,
in its capacity as issuer of Letters of Credit.

     

    “LC Disbursement”: a
payment made by the Issuing Bank pursuant to a Letter of Credit.

     

    “LC Exposure”: at any
time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time.  The LC Exposure of any Lender
at any time shall be its Commitment Percentage of the total LC Exposure at such
time.

     

    “LC Fee”: as defined
in Section 3.1.

     

    “LC
Sublimit”:  $10,000,000.00.

     

    “Lead
Arranger”:  BNY Capital Markets, Inc.

     

    “Letter of Credit”:
any letter of credit, and any successive renewals thereof, issued or made
pursuant to this Agreement.

     

     

    
      
        
        

      

      
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    “Lien”: any mortgage,
pledge, hypothecation, assignment, deposit or preferential arrangement,
encumbrance, lien (statutory or other), or other security agreement or security
interest of any kind or nature whatsoever, including, without limitation, any
conditional sale or other title retention agreement and any capital or financing
lease having substantially the same economic effect as any of the
foregoing.

     

    “Loan” and “Loans”: As defined in
Section 2.1.  All Loans shall be made in Dollars.

     

    “Loan Documents”:
collectively, this Agreement, the Notes, the Guaranty and any letter of credit
documentation required pursuant to Section 2.7 in connection with the issuance
of any Letter of Credit.

     

    “Margin Stock”: any
“margin stock”, as said term is defined in Regulation U of the Board of
Governors of the Federal Reserve System, as the same may be amended or
supplemented from time to time.

     

    “Material Adverse
Change”: a material adverse change in (i) the business, assets,
operations, prospects or condition, financial or otherwise, of (A) the Borrower
or (B) the Borrower and its Subsidiaries taken as a whole, (ii) the ability of
the Borrower to perform its obligations under the Loan Documents or (iii) the
rights or benefits available to any Credit Party under any Loan
Document.

     

    “Material Adverse
Effect”: a material adverse effect on (i) the business, assets,
operations, prospects or condition, financial or otherwise, of (A) the Borrower
or (B) the Borrower and its Subsidiaries taken as a whole, (ii) the ability of
the Borrower to perform its obligations under the Loan Documents or (iii) the
rights or benefits available to any Credit Party under any Loan
Document.

     

    “Maturity Date”: The
earlier of the Revolving Credit Termination Date or the date on which the Notes
shall become due and payable, whether by acceleration or otherwise.

     

    “Moody’s”:  Moody’s
Investors Service, Inc.

     

    “Multiemployer Plan”:
a plan defined as such in Section 3(37) of ERISA to which contributions have
been made by the Borrower or any ERISA Affiliate and which is covered by Title
IV of ERISA.

     

    “Net Operating
Income”: for any period, and with respect to Real Property which is an
Eligible Real Estate Asset during such period, an amount equal to (i) all
Operating Income during such period, less (ii) all Operating Expenses during
such period (as such terms are immediately hereinafter defined).

     

    For
purposes of this definition, the term “Operating Income”
shall mean for any period, all fixed and percentage rents, common area
maintenance charges and tax recoveries actually paid or accrued to the Borrower
or a Subsidiary Guarantor during such period by tenants at properties comprising
Eligible Real Estate (excluding prepaid rents and revenues and security deposits
except to the extent applied in satisfaction of tenants obligations for rent),
less (i)
extraordinary or non-recurring payments (including lease cancellation payments,
tax refunds, rent insurance proceeds and condemnation awards), (ii) rents from
(A) any tenant operating under bankruptcy protection unless such tenant is
current in the payment of post-petition rent and the lease for such tenant has
not been rejected by the trustee for such tenant’s estate in accordance with
applicable bankruptcy laws, and (B) any tenant which is an Affiliate of the
Borrower, and (iii) any income from service fees or property management fees in
excess of 10% of the total Operating Income for such period.

     

     

    
      
        
        

      

      
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    For
purposes of this definition, the term “Operating Expenses”
shall mean for any period, all expenses actually paid or accrued during such
period to own, operate, manage and maintain the Eligible Real Estate Assets,
including, but not limited to taxes, assessments and the like, CAM and real
estate taxes, insurance, utilities, payroll costs, administrative expense
(including a appropriate allocation for legal, accounting advertising, marketing
and other expenses incurred in connection with such property specifically
excluding general overhead expenses of the Borrower), except that (i) if
management fees for such period are less than 3% of Operating Income for such
Period, then an amount equal to 3% of Operating Income for such Period shall be
included in the computation of Operating Expenses, and (ii) real estate taxes,
ground rent and insurance, shall be included only at their stabilized, recurring
levels.

     

    “Note” and “Notes”: “as defined
in Section 2.2(a).

     

    “PBGC”: the Pension
Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of
ERISA, or any Governmental Authority succeeding to the functions
thereof.

     

    “Permitted Liens”:
Liens permitted to exist under clauses (i), (ii), (iii), (iv) or (v) of Section
8.2.

     

    “Person”: an
individual, a partnership, a corporation, a business trust, a limited liability
company, a joint stock company, a trust, an unincorporated association, a joint
venture, a Governmental Authority or any other entity of whatever
nature.

     

    “Plan”: any employee
benefit or other plan established or maintained by the Borrower or any ERISA
Affiliate and which is covered by or subject to the minimum funding standards of
Title IV of ERISA, other than a Multiemployer Plan.

     

    “Property”: all types
of real, personal, tangible, intangible or mixed property.

     

    “Real Property”: all
real Property, and all interests in real Property, owned, leased or held by the
Borrower or any Subsidiary of the Borrower.

     

    “REIT”:  a
Person qualifying as a real estate investment trust under Sections 856-859 of
the Code and the regulations and rulings of the Internal Revenue Service issued
thereunder.

     

    “Rent
Roll”:  a schedule prepared by the Borrower from time to time
identifying (i) the Real Property owned by the Borrower or its Subsidiaries and
stating whether such items of Real Property are Eligible Real Estate Assets at
such time, (ii) the annual base rent payable under each lease of Real Property
owned by the Borrower or any of its Subsidiaries, (iii) the commencement and
termination dates of the term of each such lease, (iv) any renewal options with
respect to such lease, (v) the net rentable area of the space demised under each
such lease, and (vi) such other information as the Administrative Agent may
reasonably require.

     

    
      
        
        

      

      
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    “Required Additional
Guarantors”: any Subsidiary required to execute and deliver a Guaranty
pursuant to Section 7.11.

     

    “Required Lenders”:
(i) if no Loans are outstanding at such time, Lenders having Commitments equal
to at least 51% of the Commitments of all Lenders at such time; and (ii) if
Loans are outstanding at such time, Lenders holding Notes having an unpaid
principal balance equal to at least 51% of the aggregate Loans then
outstanding.

     

    “Restricted Payment”:
as to any Person, any dividend or other distribution by such Person (whether in
cash, securities or other property) with respect to any shares of any class of
equity securities or beneficial interests of such Person, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares or beneficial
interests or any option, warrant or other right to acquire any such shares or
beneficial interests.

     

    “Revolving Credit Termination
Date”:  the Initial Revolving Credit Termination Date, or in
accordance with Section 2.19, (i) if the Extension Events for First Extension
have been satisfied, February 10, 2012 (the “First Extended Revolving
Credit Termination Date”), and (ii) if the Extension Events for Second
Extension have been satisfied, February 11, 2013 (the “Second Extended Revolving
Credit Termination Date”).

     

    “Secured
Debt”:  the portion of Consolidated Total Indebtedness
consisting of borrowed money or the deferred purchase price of real property
(including any guaranties thereof) that is secured by a lien on real property,
including the Borrower’s pro-rata share of such indebtedness (or guaranties
thereof) of Unconsolidated Joint Ventures.

     

    “Special Counsel”:
Emmet, Marvin & Martin, LLP, special counsel to BNY.

     

    “S&P”:  Standard
& Poor’s Ratings Group.

     

    “Statutory Reserve
Rate”: a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board of
Governors of the Federal Reserve Board to which BNY is subject for eurocurrency
funding (currently referred to as “Eurocurrency liabilities” in
Regulation D of the Board of Governors of the Federal Reserve Board). Such
reserve percentages shall include those imposed pursuant to such Regulation
D.  Eurodollar Advances shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

     

     

    
      
        
        

      

      
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    “Stock”: any and all
shares, rights, interests, participations, warrants, depositary receipts or
other equivalents (however designated) of corporate stock, including, without
limitation, so-called “phantom stock,” preferred stock and common
stock.

     

    “Subsidiary”: as to
any Person, any corporation, association, partnership, limited liability
company, joint venture or other business entity of which such Person, directly
or indirectly, either (i) in respect of a corporation, owns or controls more
than 50% of the outstanding Stock having ordinary voting power to elect a
majority of the board of directors or similar managing body, irrespective of
whether a class or classes shall or might have voting power by reason of the
happening of any contingency, or (ii) in respect of an association, partnership,
limited liability company, joint venture or other business entity, is entitled
to share, either directly or indirectly through an entity described in clause
(i) above, in more than 50% of the profits and losses, however
determined.

     

    “Subsidiary
Guarantor”: Each Subsidiary of the Borrower listed on Schedule 4.4 and
designated thereon as a Subsidiary Guarantor, each Required Additional
Guarantor, and their successors and assigns; and “Subsidiary
Guarantors” shall mean all such guarantors, collectively.

     

    “Taxes”: any present
or future income, stamp or other taxes, levies, imposts, duties, fees,
assessments, deductions, withholdings, or other charges of whatever nature, now
or hereafter imposed, levied, collected, withheld, or assessed by any
Governmental Authority.

     

    “Total Commitment
Amount”:  on any day during the Commitment Period, the sum of
the Commitment Amounts of all Lenders on such day.

     

    “Unencumbered Asset”:
an Eligible Real Estate Asset which at any time (i) is wholly owned in fee
simple by the Borrower or by a wholly owned Subsidiary of the Borrower, or the
Borrower or a wholly owned Subsidiary of the Borrower is the holder of the
leasehold estate with respect to such Eligible Real Estate Asset pursuant to an
Eligible Ground Lease, (ii) is a retail shopping center or is a property or
integrated collection of properties in the same geographic area of which 80% of
the space is leased for trade or retail purposes, (iii) is free and clear of all
Liens (other than Permitted Liens), and (iv) has, to the best of the Borrower’s
knowledge, no title, survey, environmental or other defect which could
reasonably be expected to materially and adversely affect the value, use or
marketability thereof; and “Unencumbered Assets”
mean all such Unencumbered Assets, collectively.

     

    “Unencumbered Asset
Pool”:  a pool of Unencumbered Assets designated by the
Borrower from time to time, having the following characteristics:  (i)
such pool must be comprised of no fewer than 10 Unencumbered Assets (ii) the
gross leasaeble area of all such Unencumbered Assets (excluding gross leaseable
area undergoing redevelopment) is at least 80% leased by tenants who have
accepted the property and are paying rent in accordance with the terms of their
leases; (iii) the stabilized Eligible Real Estate Asset Value of any single
Unencumbered Asset in such pool may equal up to (but will not be given value in
excess of) 17.5% of the total stabilized Eligible Real Estate Asset Value of all
Unencumbered Assets in such pool; (iv) the total stabilized Eligible Real Estate
Asset Value of any three Unencumbered Assets in such pool may equal up to (but
will not be given value in excess of) 50.0% of the total stabilized Eligible
Real Estate Asset Value of all Unencumbered Assets in such pool; (v) the total
stabilized Eligible Real Estate Asset Value of any Unencumbered Assets in such
pool that are subject to an Eligible Ground Lease may equal up to (but will not
be given value in excess of) 15.0% of the total stabilized Eligible Real Estate
Asset Value of all Unencumbered Assets in such pool; and (vi) the rent payable
by any one tenant of an Unencumbered Asset is such pool may equal up to (but
will not be given value in excess of) 10% of the Net Operating Income of all
Unencumbered Assets in such pool.  The Unencumbered Asset Pool shall
initially be as set forth on Schedule II.  The Borrower may designate
that one or more Unencumbered Assets be added to or removed from the
Unencumbered Asset Pool (provided that no Default then exists) in a notice to
the Administrative Agent and the Lenders, provided that after giving effect to
such designation, no Default would exist, and provided further that such
designations may not be made more often than once in each calendar
month.  Any such designation notice shall clearly identify the
Unencumbered Assets being added or removed and the effective date of such
addition or removal, and shall re-state all the Unencumbered Assets then
included in such pool. Upon any change to the assets comprising the schedule of
Unencumbered Assets the Administrative Agent shall distribute to each Lender and
the Borrower a revised Schedule II.

     

     

    
      
        
        

      

      
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    “Unsecured
Indebtedness”:  at any time, the portion of Consolidated Total
Indebtedness at such time that is not secured by any Property or other assets of
the Borrower or any of its consolidated Subsidiaries.

     

    1.2. Other Definitional
Provisions.

     

    (a) All terms
defined in this Agreement shall have the meanings given such terms herein when
used in the Loan Documents or any certificate, opinion  or other
document made or delivered pursuant hereto or thereto, unless otherwise defined
therein.

     

    (b) As used
in the Loan Documents and in any certificate, opinion or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1, and accounting terms partly defined in Section 1.1, to the extent not
defined, shall have the respective meanings given to them under
GAAP.

     

    (c) The words
“hereof”, “herein”, “hereto” and “hereunder” and similar words when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, schedule and exhibit references
contained herein shall refer to Sections hereof or schedules or exhibits hereto
unless otherwise expressly provided herein.

     

    (d) The word
“or” shall not be exclusive; “may not” is prohibitive and not
permissive.

     

    (e) Unless
the context otherwise requires, words in the singular number include the plural,
and words in the plural include the singular.

     

    (f) Unless
specifically provided in a Loan Document to the contrary, references to time
shall refer to New York City time.

     

     

    
      
        
        

      

      
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              2.  

            	
              AMOUNT AND TERMS OF
      LOANS AND LETTERS OF CREDIT.

            


    

     

    2.1. Loans.

     

    Subject
to the terms and conditions hereof, each Lender severally agrees to make
revolving credit loans (each a “Loan” and, as the
context may require, collectively with all Loans of such Lender and with the
Loans of all other Lenders, the “Loans”) to the
Borrower from time to time during the Commitment Period, in an aggregate
principal amount such that at any one time the Facility Exposure of such Lender
shall not exceed such Lender’s Commitment Amount.  At no time shall
(i) the sum of (A) the aggregate outstanding principal amount of the Loans of
all Lenders, and (B) all Lenders’ LC Exposure, exceed the Total Commitment
Amount, or (ii) the face amount of all issued and outstanding Letters of Credit
exceed the LC Sublimit.  During the Commitment Period, the Borrower
may borrow, prepay in whole or in part and reborrow under the Commitments, all
in accordance with the terms and conditions of this
Agreement.  Subject to the provisions of Sections 2.3 and 2.8, Loans
may be (a) ABR Advances, (b) Eurodollar Advances, or (c) any combination
thereof.

     

    2.2. Notes.

     

    (a) Notes.  The
Loans of each Lender and each Lender’s LC Exposure shall be evidenced by a
promissory note of the Borrower, substantially in the form of Exhibit F, with
appropriate insertions therein as to date and principal amount (each, as
endorsed or modified from time to time, a “Note” and,
collectively with the Notes of all other Lenders, the “Notes”), payable to
the order of such Lender for the account of its Applicable Lending Office and
representing the obligation of the Borrower to pay the lesser of (a) the
Commitment Amount of such Lender and (b) the aggregate unpaid principal balance
of all Loans of such Lender and such Lender’s share of the LC Disbursements,
plus interest and other amounts owing to the Lenders under the Loan
Documents.

     

    (b) The Notes
Generally.  Each Note shall bear interest from the date thereof
on the unpaid principal balance thereof at the applicable interest rate or rates
per annum determined as provided in Section 2.9 and shall be stated to mature on
the Maturity Date.  The following information shall be recorded by
each Lender on its books and, prior to any transfer of any such Notes, endorsed
by such Lender on the schedule attached thereto or any continuation thereof: (i)
the date and amount of each Loan; (ii) its character as an ABR Advance, a
Eurodollar Advance or a combination thereof; (iii) the interest rate and
Interest Period applicable to Eurodollar Advances; and (iv) each payment and
prepayment of the principal thereof; provided that the failure of such Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make payment when due of any amount owing under the Loan
Documents.

     

    2.3. Procedure for
Borrowings.

     

    (a) Borrowing
Requests.  Subject to the limitations set forth in Sections 2.1
and 2.3(b), the Borrower may borrow under the Commitments on any Business Day
during the Commitment Period by providing notice thereof to the Administrative
Agent of such request by telephone (a) in the case of a Eurodollar Advance, not
later than 11:00 A.M., New York City time, three Business Days before the date
of the proposed borrowing, or (b) in the case of an ABR Advance, not later than
11:00 A.M., New York City time, one Business Day before
the date of such proposed advance. Each such telephonic borrowing request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request signed by the Borrower.
Each such telephonic request and each written Borrowing Request shall specify
the following information:  (i) the aggregate amount of the requested
borrowing of Loans; (ii) the date of such borrowing of Loans, which shall be a
Business Day; (iii) whether the requested Loan is to be an ABR Advance or a
Eurodollar Advance; (iv) in the case of a Eurodollar Advance, the initial
Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and (v) the location and number
of the Borrower’s account to which funds are to be disbursed (such account being
subject to the provisions of Section 2.3(c)).

     

     

    
      
        
        

      

      
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    (b) Limits on
Advances.  Each borrowing of (i) ABR Advances shall be in a
minimum aggregate principal amount equal to $100,000 or such amount plus a whole
multiple of $10,000 in excess thereof, and (ii) Eurodollar Advances shall be in
an aggregate principal amount equal to $1,000,000 or such amount plus a whole
multiple of $100,000 in excess thereof.

     

    (c) Funding of the
Loans.  Upon receipt of each notice of borrowing from the
Borrower, the Administrative Agent shall promptly notify each Lender of the
contents thereof.  Subject to its receipt of the notice referred to in
the preceding sentence, each Lender will make the amount of its Commitment
Percentage of each borrowing of Loans pursuant to this Section available to the
Administrative Agent for the account of the Borrower at the office of the
Administrative Agent set forth in Section 11.2 not later than 12:30 P.M. on the
relevant Borrowing Date requested by the Borrower in funds immediately available
to the Administrative Agent at such office.  The amounts so made
available to the Administrative Agent on the Borrowing Date will then, subject
to the satisfaction of the terms and conditions of this Agreement, as determined
by the Administrative Agent, be made available on such date to the Borrower by
the Administrative Agent at the office of the Administrative Agent specified in
Section 11.2 by crediting the account of the Borrower on the books of such
office with the aggregate of said amounts received by the Administrative Agent,
provided that Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.7 shall be remitted by the Administrative Agent to the
Issuing Bank.

     

    (d) Effect of Incomplete
Borrowing Request.  If no election is made as to whether the
Loans shall be ABR Advances or Eurodollar Advances, then the requested Loans
shall be an ABR Advance. If no Interest Period is specified with respect to any
requested borrowing of Eurodollar Advances, then the Borrower shall be deemed to
have selected an Interest Period of one month’s duration.

     

    (e) Administrative Agent’s
Assumption.  Unless the Administrative Agent shall have
received prior notice from a Lender (by telephone or otherwise, such notice to
be promptly confirmed by telecopy or other writing) that such Lender will not
make available to the Administrative Agent such Lender’s pro rata share of the
Loans requested by the Borrower, the Administrative Agent may assume that such
Lender has made such share available to the Administrative Agent on the relevant
Borrowing Date in accordance with this Section, and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
Borrowing Date a corresponding amount.  If and to the extent such
Lender shall not have so made such pro rata share available to the
Administrative Agent, such Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount (to the
extent not previously paid by the other), together with interest thereon for
each day from the date such amount is made available to the Borrower until the
date such amount is paid to the Administrative Agent, at a rate per annum equal
to, in the case of the Borrower, the applicable interest rate set forth in
Section 2.9 for ABR Advances or Eurodollar Advances, as set forth in the
applicable Borrowing Request, and, in the case of such Lender, the Federal Funds
Rate in effect on each such day (as determined by the Administrative
Agent).  Such payment by the Borrower, however, shall be without
prejudice to its rights against such Lender.  If such Lender shall pay
to the Administrative Agent such corresponding amount, such amount so paid shall
constitute such Lender’s Loan as part of the Loans for purposes of this
Agreement, which Loan shall be deemed to have been made by such Lender on the
Borrowing Date applicable to such Loans, but without prejudice to the Borrower’s
rights against such Lender.

     

     

    
      
        
        

      

      
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    2.4. Termination or Reduction of
Commitments.

     

    (a) Voluntary
Reductions.  The Borrower shall have the right, upon at least
three Business Days’ prior written notice to the Administrative Agent, at any
time to terminate the Commitments or from time to time to permanently reduce the
Commitments, provided that the total of the Commitments shall not be reduced
below an amount equal to the sum of (i) the aggregate principal balance of the
Loans then outstanding thereunder, and (ii) the then current LC Exposure (in
each case after giving effect to any contemporaneous prepayment of Loans), and
provided further that any such reduction of the Commitments shall be for a
minimum of $1,000,000 and if more, in integral multiples of
$500,000.

     

    (b) In
General.  Reductions of the Commitments shall be applied pro
rata according to the Commitments of each Lender, as the case may
be.  Simultaneously with each reduction of the Commitments under this
Section, the Borrower shall pay the Commitment Fee accrued (but not yet paid) on
the amount by which the Commitments have been reduced and prepay the Loans
outstanding thereunder by the amount, if any, by which the aggregate unpaid
principal balance of such Loans exceeds the amount of the Commitments, as so
reduced.  If any prepayment is made under this Section with respect to
any Eurodollar Advances, in whole or in part, prior to the last day of the
applicable Interest Period, the Borrower agrees to indemnify the Lenders in
accordance with Section 2.14. No reduction or termination of the Commitments may
be reinstated.

     

    2.5. Repayment of Loans; Evidence
of Debt.

     

    (a) Agreement to Pay.  The
Borrower hereby unconditionally promises to pay to the Administrative Agent, for
the account of each Lender, the principal amount of each Loan outstanding on the
Maturity Date.  LC Disbursements shall be paid pursuant to
Section 2.7.

     

    (b) Lenders’
Accounts.  Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the debt of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

     

     

    
      
        
        

      

      
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    (c) Administrative Agent’s
Accounts.  The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan and LC Disbursement made
hereunder, the type of Advance thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any other sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.

     

    (d) Entries Made in
Accounts.  The entries made in the accounts maintained pursuant
to paragraphs (b) and (c) of this Section shall, to the extent not inconsistent
with any entries made in any Note and absent manifest error, be prima facie
evidence of the existence and amounts of the obligations recorded therein, provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans or any LC Disbursement in accordance with the terms of this
Agreement.

     

    (e) Loans Evidenced by
Notes.  The Loans and interest thereon shall at all times be
represented by one or more Notes in like form payable to the order of the payee
named therein and its registered assigns.

     

    2.6. Prepayments of the
Loans.

     

    (a) Voluntary
Prepayments.  The Borrower may, at its option, prepay the ABR
Advances and Eurodollar Advances, in whole or in part, without premium or
penalty (other than any indemnification amounts, as provided for in Section
2.14) at any time and from time to time by notifying the Administrative Agent in
writing at least one Business Day prior to the proposed prepayment date in the
case of Loans consisting of ABR Advances and at least three Business Days prior
to the proposed prepayment date in the case of Loans consisting of Eurodollar
Advances, specifying the Loans to be prepaid consisting of ABR Advances,
Eurodollar Advances or a combination thereof, the amount to be prepaid and the
date of prepayment.  Such notice shall be irrevocable and the amount
specified in such notice shall be due and payable on the date specified,
together with accrued interest to the date of such payment on the amount
prepaid.  Upon receipt of such notice, the Administrative Agent shall
promptly notify each Lender in respect thereof.  Prepayments of
Advances shall be in an aggregate minimum principal amount of $1,000,000 or such
amount plus a whole multiple of $500,000 in excess thereof, or if the
outstanding Loans are less than the applicable minimum prepayment amount,
prepayment of the Loans shall be the outstanding principal balance
thereof.

     

    (b) In
General.  If any prepayment is made in respect of any
Eurodollar Advance, in whole or in part, prior to the last day of the applicable
Interest Period, the Borrower agrees to indemnify the Lenders in accordance with
Section 2.14.

     

    2.7. Letters of
Credit.

     

    (a) General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit denominated in Dollars for its own account, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the period from the Effective Date to the
tenth Business Day prior to the Revolving Credit Termination Date.  In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

     

     

    
      
        
        

      

      
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    (b) Notice of Issuance;
Amendment; Certain Conditions. To request the issuance
of a Letter of Credit, the Borrower shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by
the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably
in advance of the requested date of issuance) a notice requesting the issuance
of a Letter of Credit and specifying the date of issuance (which shall be a
Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit,
the name and address of the beneficiary thereof and such other information as
shall be necessary to prepare such Letter of Credit.  If requested by
the Issuing Bank, the Borrower shall complete a letter of credit application on
the Issuing Bank’s standard form in connection with any request for a Letter of
Credit.  A Letter of Credit shall be issued only if (and, upon
issuance, amendment, renewal or extension of each Letter of Credit, the Borrower
shall be deemed to represent and warrant that), after giving effect to such
issuance (i) the LC Exposure shall not exceed the LC Sublimit, and (ii) the
total Facility Exposure shall not exceed the Total Commitment
Amount.  Any Letter of Credit issued may, at the request of the
Borrower and with the consent of the Letter of Credit Issuer and the
Administrative Agent, be amended, renewed or extended, provided that no Default
then exists and that after giving effect thereto, such Letter of Credit (if the
same had been issued at such time) would comply with all requirements of this
Section.

     

    (c) Expiration
Date.  Each Letter of Credit must expire at or prior to the
close of business on the earlier of (i) the date that is one year after the date
of the issuance of such Letter of Credit and (ii) the date that is ten Business
Days prior to the Revolving Credit Termination Date.

     

    (d) Participations.  By
the issuance of a Letter of Credit and without any further action on the part of
the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender,
and each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In consideration and
in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender’s Commitment Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or reduction or termination of any of
the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever; provided, however,
that no Lender shall be obligated to make any payment to the Administrative
Agent for any wrongful LC Disbursement made by the Issuing Bank as a result of
acts or omissions constituting willful misconduct or gross negligence on the
part of the Issuing Bank.

     

    
      
        
        

      

      
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    (e) Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on the date that such LC Disbursement is made,
if the Borrower shall have received notice of such LC Disbursement prior to
11:00 a.m., New York City time, on such date, or if such notice has not been
received by the Borrower prior to such time on such date, then not later than
12:00 noon, New York City time, on the Business Day immediately following the
day that the Borrower receives such notice.  If the Borrower fails to
make such payment under this paragraph when due, the Administrative Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due from
the Borrower in respect thereof and such Lender’s Commitment Percentage thereof.
Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Commitment Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.3 (and Section 2.3 shall
apply, mutatis
mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of a Loan as contemplated above) shall not constitute a Loan and
shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

     

    (f) Obligations
Absolute. The
Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein or herein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) in the
absence of the Issuing Bank’s gross negligence or willful misconduct, payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit or
(iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section, constitute
a legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations hereunder. The Lenders and the Administrative Agent shall
not have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank. The
parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a
court of competent jurisdiction), the Issuing Bank shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

     

     

    
      
        
        

      

      
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    (g) Disbursement
Procedures. The
Issuing Bank shall, promptly following its receipt thereof, examine all
documents purporting to represent a demand for payment under a Letter of Credit.
The Issuing Bank shall promptly notify the Administrative Agent and the Borrower
by telephone (confirmed by telecopy) of such demand for payment and whether the
Issuing Bank has made or will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h) Interim
Interest. If
the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made,
the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the
Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to ABR Advances; provided that, if the
Borrower fails to reimburse such LC Disbursement for more than two Business Days
after the same is due pursuant to paragraph (e) of this Section, then interest
shall accrue at the rate provided for in Section 2.9(b). Interest accrued
pursuant to this paragraph shall be for the account of the Issuing Bank, except
that interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for the
account of such Lender to the extent of such payment.

     

    (i) Cash
Collateralization. If
any Event of Default shall occur and be continuing, then on the Business Day
that the Borrower receives notice from the Administrative Agent or the Required
Lenders demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to the LC Exposure with respect to Letters of Credit as of such date
plus any
accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in paragraphs (h) or (i) of Section
9.  Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such
account.  Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated, be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three Business Days after all Events of Default have been cured.

     

     

    
      
        
        

      

      
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    2.8. Conversions.

     

    (a) Conversion
Elections.  The Borrower may elect from time to time to convert
Eurodollar Advances to ABR Advances by giving the Administrative Agent at least
one Business Day’s prior irrevocable notice of such election, specifying the
amount to be so converted, provided, that any such conversion of Eurodollar
Advances shall only be made on the last day of the Interest Period applicable
thereto.  In addition, the Borrower may elect from time to time to
convert ABR Advances to Eurodollar Advances or to convert Eurodollar Advances to
new Eurodollar Advances by giving the Administrative Agent at least three
Business Days’ prior irrevocable notice of such election, specifying the amount
to be so converted and the initial Interest Period relating thereto, provided
that any such conversion of ABR Advances to Eurodollar Advances shall only be
made on a Business Day and any such conversion of Eurodollar Advances to new
Eurodollar Advances shall only be made on the last day of the Interest Period
applicable to the Eurodollar Advances which are to be converted to such new
Eurodollar Advances.  Each such notice shall be in the form of Exhibit G and
must be delivered to the Administrative Agent prior to 11:00 a.m. on the
Business Day required by this Section for the delivery of such notices to the
Administrative Agent.   The Administrative Agent shall promptly
provide the Lenders with notice of any such election.  ABR Advances
and Eurodollar Advances may be converted pursuant to this Section in whole or in
part, provided that conversions of ABR Advances to Eurodollar Advances, or
Eurodollar Advances to new Eurodollar Advances, shall be in an aggregate
principal amount of $1,000,000 or such amount plus a whole multiple of $100,000
in excess thereof.

     

    (b) Effect on Conversions if an
Event of Default.  Notwithstanding anything in this Section to
the contrary, no ABR Advance may be converted to a Eurodollar Advance, and no
Eurodollar Advance may be converted to a new Eurodollar Advance, if a Default
has occurred and is continuing either (i) at the time the Borrower shall notify
the Administrative Agent of its election to convert or (ii) on the requested
Conversion Date.  In such event, such ABR Advance shall be
automatically continued as an ABR Advance or such Eurodollar Advance shall be
automatically converted to an ABR Advance on the last day of the Interest Period
applicable to such Eurodollar Advance.  If an Event of Default shall
have occurred and be continuing, the Administrative Agent shall, at the request
of the Required Lenders, notify the Borrower (by telephone or otherwise) that
all, or such lesser amount as the Required Lenders shall designate, of the
outstanding Eurodollar Advances shall be automatically converted to ABR
Advances, in which event such Eurodollar Advances shall be automatically
converted to ABR Advances on the date such notice is given.

     

    (c) Failure to Convert; Effect
of Incomplete Conversion Request.  If no conversion of an ABR
Advance to a Eurodollar Advance, or a Eurodollar Advance to a new Eurodollar
Advance, is requested pursuant to Section 2.8(a), then the Loan or part thereof
that is the subject of such Advance shall (i) in the case of such an ABR
Advance, continue as an ABR Advance, and (ii) in the case of such a Eurodollar
Advance, be deemed converted to an ABR Advance as of the last day of the
Interest Period with respect to such Eurodollar Advance. If, with respect to a
Eurodollar Advance conversion requested pursuant to Section 2.8(a), no Interest
Period is selected, the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.

     

    
      
        
        

      

      
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    (d) Conversion not a
Borrowing.  Each conversion shall be effected by each Lender by
applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case
may be, to its Advances (or portion thereof) being converted (it being
understood that such conversion shall not constitute a borrowing for purposes of
Section 4, 5 or 6).

     

    2.9. Interest Rate and Payment
Dates.

     

    (a) Prior to
Maturity.  Except as otherwise provided in Section 2.9(b),
prior to the Maturity Date, the Loans shall bear interest on the outstanding
principal balance thereof at the applicable interest rate or rates per annum set
forth below:

     

    
      	
              ADVANCES

            	
              RATE

            
	
              Each
      ABR Advance

            	
              Alternate
      Base Rate.

            
	
              Each
      Eurodollar

              Advance

            	
              Eurodollar
      Rate plus the Applicable Margin.

            


    

    (b) Event of
Default.  After the occurrence and during the continuance of an
Event of Default, the outstanding principal balance of the Loans and any overdue
interest or other amount payable under the Loan Documents shall bear interest,
whether before or after the entry of any judgment thereon, at a rate per annum
equal to the Alternate Base Rate plus 4%.

     

    (c) Interest Payment
Dates.  Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan, provided that (i)
interest accrued pursuant to paragraph (b) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Advance prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

     

    (d) General.  Interest
shall be calculated on the basis of a 360-day year for the actual number of days
elapsed.  Any change in the interest rate on the Loans resulting from
a change in the Alternate Base Rate shall become effective as of the opening of
business on the day on which such change shall become effective.  The
Administrative Agent shall, as soon as practicable, notify the Borrower and the
Lenders of the effective date and the amount of each such change in the
Alternate Base Rate, but any failure to so notify shall not in any manner affect
the obligation of the Borrower to pay interest on the Loans in the amounts and
on the dates required.  Each determination of the Alternate Base Rate
or a Eurodollar Rate by the Administrative Agent pursuant to this Agreement
shall be conclusive and binding on the Borrower and the Lenders absent manifest
error.  At no time shall the interest rate payable on the Loans of any
Lender, together with all Fees and all other amounts payable under the Loan
Documents, to the extent the same are construed to constitute interest, exceed
the Highest Lawful Rate.  If interest payable to a Lender on any date
would exceed the maximum amount permitted by the Highest Lawful Rate, such
interest payment shall automatically be reduced to such maximum permitted
amount.  Any interest actually received for any period in excess of
such maximum allowable amount for such period shall be deemed to have been
applied as a prepayment of the Loans.  The Borrower acknowledges that
to the extent interest payable on ABR Advances is based on the BNY Rate, the BNY
Rate is only one of the bases for computing interest on loans made by the
Lenders, and by basing interest payable on ABR Advances on the BNY Rate, the
Lenders have not committed to charge, and the Borrower has not in any way
bargained for, interest based on a lower or the lowest rate at which the Lenders
may now or in the future make loans to other borrowers.

     

     

    
      
        
        

      

      
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    2.10. Substituted Interest
Rate.

     

    In the
event that (i) the Administrative Agent shall have reasonably determined (which
determination shall be conclusive and binding upon the Borrower) that by reason
of circumstances affecting the interbank eurodollar market either adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate applicable
pursuant to Section 2.9 or (ii) the Required Lenders shall have notified the
Administrative Agent that they have reasonably determined (which determination
shall be conclusive and binding on the Borrower) that the applicable Eurodollar
Rate will not adequately and fairly reflect the cost to such Lenders of
maintaining or funding loans bearing interest based on such Eurodollar Rate,
with respect to any portion of the Loans that the Borrower has requested be made
as Eurodollar Advances or Eurodollar Advances that will result from the
requested conversion of any portion of the Advances into Eurodollar Advances
(each, an “Affected
Advance”), the Administrative Agent shall promptly notify the Borrower
and the Lenders (by telephone or otherwise, to be promptly confirmed in writing)
of such determination, on or, to the extent practicable, prior to the requested
Borrowing Date or Conversion Date for such Affected Advances.  If the
Administrative Agent shall give such notice, (a) any Affected Advances shall be
made as ABR Advances, (b) the Advances (or any portion thereof) that were to
have been converted to Affected Advances shall be converted to or continued as
ABR Advances and (c) any outstanding Affected Advances shall be converted, on
the last day of the then current Interest Period with respect thereto, to ABR
Advances.  Until any notice under clause (i) or (ii), as the case may
be, of this Section has been withdrawn by the Administrative Agent (by notice to
the Borrower promptly upon either (x) the Administrative Agent having determined
that such circumstances affecting the interbank eurodollar market no longer
exist and that adequate and reasonable means do exist for determining the
Eurodollar Rate pursuant to Section 2.9 or (y) the Administrative Agent having
been notified by such Required Lenders that circumstances no longer render the
Advances (or any portion thereof) Affected Advances), no further Eurodollar
Advances shall be required to be made by the Lenders nor shall the Borrower have
the right to convert all or any portion of the Loans to Eurodollar
Advances.

     

    2.11. Taxes; Net
Payments.

     

    (a) All
payments made by the Borrower and any Subsidiary Guarantor under the Loan
Documents shall be made free and clear of, and without reduction for or on
account of, any taxes, levies, imposts, deductions, charges or withholdings
required by law to be withheld from any amounts payable under the Loan
Documents. A statement setting forth the calculations of any amounts payable
pursuant to this paragraph submitted by a Lender to the Borrower shall be
conclusive absent manifest error.  The obligations of the Borrower
under this Section shall survive the termination of this Agreement and the
Commitments and the payment of the Notes and all other amounts payable under the
Loan Documents.

     

     

    
      
        
        

      

      
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    (b) Each
Lender which is a foreign corporation within the meaning of Section 1442 of the
Code shall deliver to the Borrower such certificates, documents or other
evidence as the Borrower may reasonably require from time to time as are
necessary to establish that such Lender is not subject to withholding under
Section 1441 or 1442 of the Code or as may be necessary to establish, under any
law hereafter imposing upon the Borrower an obligation to withhold any portion
of the payments made by the Borrower under the Loan Documents, that payments to
the Administrative Agent on behalf of such Lender are not subject to
withholding.

     

    2.12. Illegality.

     

    Notwithstanding
any other provisions herein, if any law, regulation, treaty or directive
hereafter enacted, promulgated, approved or issued, or any change in any
presently existing law, regulation, treaty or directive, or in the
interpretation or application of any of the foregoing, shall make it unlawful
for any Lender to make or maintain its Eurodollar Advances as contemplated by
this Agreement, such Lender shall so notify the Administrative Agent and the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Borrower, whereupon (i) the commitment of such Lender hereunder to make
Eurodollar Advances or convert ABR Advances to Eurodollar Advances shall
forthwith be suspended and (ii) such Lender’s Loans then outstanding as
Eurodollar Advances affected hereby, if any, shall be converted automatically to
ABR Advances on the last day of the then current Interest Period applicable
thereto or within such earlier period as required by law.  If the
commitment of any Lender with respect to Eurodollar Advances is suspended
pursuant to this Section and thereafter it is once again legal for such Lender
to make or maintain Eurodollar Advances, such Lender’s commitment to make or
maintain Eurodollar Advances shall be reinstated and such Lender shall notify
the Administrative Agent and the Borrower of such event.

     

    2.13. Increased
Costs.

     

    In the
event that any law, regulation, treaty or directive hereafter enacted,
promulgated, approved or issued or any change in any presently existing law,
regulation, treaty or directive therein or in the interpretation or application
of any of the foregoing by any Governmental Authority charged with the
administration thereof or compliance by any Credit Party (or any corporation
directly or indirectly owning or controlling such Credit Party) with any request
or directive, whether or not having the force of law, from any central bank or
other Governmental Authority, agency or instrumentality:

     

    (a) does or
shall subject any Credit Party to any Taxes of any kind whatsoever with respect
to any Eurodollar Advances or any Letter of Credit or participation therein, or
its obligations under this Agreement to make Eurodollar Advances, issue Letters
of Credit or participate therein, or change the basis of taxation of payments to
any Credit Party of principal, interest or any other amount payable hereunder in
respect of its Eurodollar Advances or Letters of Credit or participations
therein, including any Taxes required to be withheld from any amounts payable
under the Loan Documents (except for imposition of, or change in the rate of,
tax on the overall net income of such Credit Party or its Applicable Lending
Office for any of such Advances by the jurisdiction in which such Credit Party
is incorporated or has its principal office or such Applicable Lending Office,
including, in the case of Credit Parties incorporated in any State of the United
States such tax imposed by the United States); or

     

     

    
      
        
        

      

      
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    (b) does or
shall impose, modify or make applicable any reserve, special deposit, compulsory
loan, assessment, increased cost or similar requirement against assets held by,
or deposits of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Credit Party in respect of its
Eurodollar Advances, Letters of Credit or participations therein which, in the
case of Eurodollar Advances, is not otherwise included in the determination of
the Eurodollar Rate; or

     

    (c) does or
shall impose on any Credit Party or the London interbank market any other
condition affecting this Agreement, any Eurodollar Advances, any Letters of
Credit or any participation or participations therein,

     

    and the
result of any of the foregoing is to increase the cost to such Credit Party or
controlling corporation of making, issuing, renewing, converting or maintaining
its Eurodollar Advances, Letters of Credit or participations therein, or its
commitment to make such Eurodollar Advances, issue such Letters of Credit or
participate therein, or to reduce any amount receivable hereunder in respect of
its Eurodollar Advances, Letters of Credit or participations therein, then, in
any such case, the Borrower shall pay such Credit Party, upon its demand, any
additional amounts necessary to compensate such Credit Party or controlling
corporation for such additional cost or reduction in such amount as determined
by such Credit Party.  No failure by any Credit Party to demand
compensation for any increased cost during any Interest Period shall constitute
a waiver of such Credit Party’s right to demand such compensation at any
time.  A statement setting forth the calculations of any additional
amounts payable pursuant to the foregoing sentence submitted by a Credit Party
to the Borrower shall be conclusive absent manifest error.  The
obligations of the Borrower under this Section shall survive the termination of
this Agreement and any of the Commitments or the payment of the Notes and all
other amounts payable under the Loan Documents. Failure to demand compensation
pursuant to this Section shall not constitute a waiver of such Credit Party’s
right to demand such compensation.

     

    2.14. Indemnification for Break
Funding Losses.

     

    The
Borrower shall compensate each Credit Party for any loss (other than lost
profit) or expense (including, without limitation, any loss or expense arising
from re-employment of funds obtained by such Credit Party in order to make or
maintain a Eurodollar Advance or from any payment by such Credit Party to the
lenders of such funds) which such Credit Party may sustain or incur in the event
that (i) the Borrower fails to pay when due the principal amount of or interest
on any Eurodollar Advance, (ii) the Borrower fails to make a borrowing of,
conversion into or continuation of a Eurodollar Advance after the Borrower has
given a notice requesting the same, (iii) the Borrower fails to make any
prepayment of a Eurodollar Advance after the Borrower has given a notice
thereof, (iv) any payment of a Eurodollar Advance is made on any day other than
a scheduled payment date therefor or the last day of an Interest Period with
respect thereto (including any mandatory prepayment or a prepayment resulting
from acceleration or illegality), or (v) a Eurodollar Advance is automatically
converted to an ABR Loan on any other day other than the last day of the
Interest Period with respect thereto. Such compensation may include an amount
equal to the excess, if any, of (i) the amount of interest (excluding any margin
included therein) which would have accrued on the amount so paid, prepaid or
converted, or not so borrowed, prepaid, converted or continued, for the period
from the date of such payment, prepayment or conversion or of such failure to
borrow, prepay, convert or continue to the last day of such Interest Period (or,
in the case of a failure to borrow, prepay, convert or continue, the Interest
Period that would have commenced on the date of such failure) in each case at
the Eurodollar Rate which is applicable or would have been applicable to such
Eurodollar Advance over (ii) the amount of interest (as reasonably determined by
the Bank) which would have accrued on such amount by placing such amount on
deposit for a comparable period with leading banks in the London interbank
eurodollar market.  A statement setting forth the calculations of any
amounts payable pursuant to this Section submitted by a Credit Party to the
Borrower shall be conclusive and binding on the Borrower absent manifest
error.  The obligations of the Borrower under this Section shall
survive the termination of this Agreement and the Commitments and the payment of
the Notes and all other amounts payable under the Loan Documents. Failure to
demand compensation pursuant to this Section shall not constitute a waiver of
such Credit Party’s right to demand such compensation.

     

     

    
      
        
        

      

      
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    2.15. Use of
Proceeds.

     

    The
proceeds of Loans and the Letters of Credit shall, subject to the provisions of
Section 8.10 be used solely for general business purposes (including
acquisitions, pre-development costs, development costs, working capital, capital
expenditures, repayment of indebtedness, the issuance of letters of credit,
approved company stock buyback programs and payment of fees and expenses
incurred in connection with this Agreement or the Loans), and such use shall
conform to the provisions of Section 4.11.

     

    2.16. Capital
Adequacy.

     

    If (i)
after the date hereof, the enactment or promulgation of, or any change or
phasing in of, any United States or foreign law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration thereof, (ii) compliance with any directive or guideline from any
central bank or United States or foreign Governmental Authority (whether or not
having the force of law) promulgated or made after the date hereof, or (iii)
compliance with the Risk-Based Capital Guidelines of the Board of Governors of
the Federal Reserve System as set forth in 12 CFR Parts 208 and 225, or of the
Comptroller of the Currency, Department of the Treasury, as set forth in 12 CFR
Part 3, or similar legislation, rules, guidelines, directives or regulations
under any applicable United States or foreign Governmental Authority affects or
would affect the amount of capital required to be maintained by a Credit Party
(or any lending office of such Credit Party) or any corporation directly or
indirectly owning or controlling such Credit Party or imposes any restriction on
or otherwise adversely affects such Credit Party (or any lending office of such
Credit Party) or any corporation directly or indirectly owning or controlling
such Credit Party and such Credit Party shall have determined that such
enactment, promulgation, change or compliance has the effect of reducing the
rate of return on such Credit Party’s capital or the asset value to such Credit
Party of any Loan made by such Credit Party as a consequence, directly or
indirectly, of its obligations to make and maintain the funding of its Loans at
a level below that which such Credit Party (or such lending office or
controlling corporation) could have achieved but for such enactment,
promulgation, change or compliance, after taking into account such Credit
Party’s (or such lending office’s or controlling corporation’s) policies
regarding capital adequacy, the Borrower shall promptly pay to such Credit Party
such additional amount or amounts as shall be sufficient to compensate such
Credit Party (or such lending office or controlling corporation) for such
reduction in such rate of return or asset value. A statement setting forth the
calculations of any amounts payable pursuant to this Section submitted by a
Credit Party to the Borrower shall be conclusive and binding on the Borrower
absent manifest error.  No failure by any Credit Party to demand
compensation for such amounts hereunder shall constitute a waiver of such Credit
Party’s right to demand such compensation at any time.  The
obligations of the Borrower under this Section shall survive the termination of
this Agreement and the Commitments and the payment of the Notes and all other
amounts payable under the Loan Documents. Failure to demand compensation
pursuant to this Section shall not constitute a waiver of such Credit Party’s
right to demand such compensation.

    
      
        
        

      

      
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    2.17. Administrative Agent’s
Records.

     

    The
Administrative Agent’s records with respect to the Loans, the interest rates
applicable thereto, each payment by the Borrower of principal and interest on
the Loans, and fees, expenses and any other amounts due and payable in
connection with this Agreement shall be presumptively correct absent manifest
error as to the amount of the Loans, and the amount of principal and interest
paid by the Borrower in respect of such Loans and as to the other information
relating to the Loans, and amounts paid and payable by the Borrower hereunder
and under the Notes.  The Administrative Agent will when requested by
the Borrower advise the Borrower of the principal and interest outstanding under
the Loans as of the date of such request and the dates on which such payments
are due.

     

    2.18. Increase of the Total
Commitment Amount.

     

    (a) Procedure for
Increases.  Subject to the terms of this Section 2.18, at any
time and from time to time after the Effective Date, provided that no Default or
Event of Default exists, the Borrower may in a notice to the Administrative
Agent and the Lead Arranger request that the Total Commitment Amount be
increased by either (A) one or more of the existing Lenders increasing its
existing Commitment (it being understood that no Lender shall have the
obligation to increase its Commitment to achieve such increased Total Commitment
Amount), or (B) the establishment of a new Commitment by a new Lender who is
acceptable to the Borrower, the Administrative Agent and the Lead Arranger (each
such increase in the Total Commitment Amount, by either means, being a “Commitment Increase”,
and each new Lender, or existing Lender increasing its existing Commitment,
being an “Increased
Commitment Lender”).  Each existing Lender shall have the
option (exercisable prior to a new Commitment with a new Lender pursuant to
clause (B) being established) to participate in each Commitment Increase
pro-rata in accordance with its interest in the Total Commitment Amount
(determined without giving effect to such Increase).  No Commitment
Increase shall become effective until such Business Day (the “Increase Effective
Date”) as all of the following conditions precedent shall have been
fulfilled:

     

    (i) no
Default or Event of Default shall have occurred and be continuing on the
Increase Effective Date,

     

     

    
      
        
        

      

      
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    (ii) the
Borrower, the Administrative Agent and the Increased Commitment Lender shall
have executed and delivered an agreement, dated the Increase Effective Date,
substantially in the form of Exhibit J (each a
“Commitment Increase
Supplement”) with respect to such Commitment Increase,

     

    (iii) the
Increased Commitment Lender shall have made a loan for the account of the
Borrower (which for all purposes of this Agreement shall be deemed to be a Loan)
in an amount equal to the difference between (A) such Lender’s Commitment
Percentage of the Loans outstanding as of 11:00 A.M. on the Increase Effective
Date (determined after giving effect to the Commitment Increase), less (B) the
Loans of such Lender outstanding at such time, and shall have made the amount of
such loan available to the Administrative Agent for the account of the Borrower
at the Office not later than 1:00 P.M. on such Business Day, in funds
immediately available to the Agent at such office,

     

    (iv) the
Borrower shall have issued a Note to such Increased Commitment Lender, dated the
Increase Effective Date, in the maximum principal amount of such Lender’s
Commitment (after giving effect to such Commitment Increase); and

     

    (v) such
increase in the Total Commitment Amount shall not violate any provision of the
Borrower’s charter or other organizational documents, and if required by the
Administrative Agent, the Administrative Agent shall have received evidence
thereof satisfactory to it.

     

    (b) Agent’s
Duties.  The Administrative Agent shall apply the proceeds of
the loan made to the Borrower under and in accordance with Section 2.18(a)(iii)
as a prepayment of the Loans held by the Lenders other than the Lender providing
the Commitment Increase, such prepayment to be distributed to the other Lenders
pro rata based on the percentage decrease of each such Lender’s Commitment
Percentage (after giving effect to the said Commitment Increase).  The
Administrative Agent is hereby directed to amend Exhibit C and, if applicable,
Schedule I, on each Increase Effective Date to reflect (i) the Commitment Amount
of each Lender (including any new Lender) as of such Increase Effective Date,
and (ii) the Lending Offices and address for notices of any Increased Commitment
Lender which was not previously a Lender, and to deliver a copy thereof to each
party hereto.

     

    (c) Maximum Total Commitment
Amount.  The minimum amount of any Commitment Increase shall be
$10,000,000.  In no event shall a Commitment Increase be permitted
hereunder if such Commitment Increase, when added to the Total Commitment Amount
prior to giving effect thereto would exceed $100,000,000 at any time thereafter,
unless consented to in writing by the Administrative Agent and each
Lender.

     

    2.19. Extensions of the Revolving
Credit Termination Date.

     

    Subject
to the satisfaction of the following conditions, the Initial Revolving Credit
Termination Date may be extended for the following additional
periods:

     

     

    
      
        
        

      

      
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    (a) The
Initial Revolving Credit Termination Date shall be extended to the First
Extended Revolving Credit Termination Date upon satisfaction (as determined by
the Administrative Agent) of the following conditions (the “Extensions Events for First
Extension”):

     

    (i) the
Borrower shall have requested such extension at least 30 but not more than 90
days prior to the Initial Revolving Credit Termination Date in a notice to the
Administrative Agent;

     

    (ii) no
Default or Event of Default shall exist and be continuing as of the date of such
request or on the last day of the Initial Revolving Credit Termination Date;
and

     

    (iii) prior to
the last day of the Initial Revolving Credit Termination Date, the
Administrative Agent shall have received, for the account of the Lenders in
accordance with each Lender’s Commitment Percentage, an extension fee equal to
0.10% of the Total Commitment Amount.

     

    (b) If the
Initial Revolving Credit Termination Date shall have been extended pursuant to
subsection (a) of this Section 2.19, the First Extended Revolving Credit
Termination Date shall be extended to the Second Extended Revolving Credit
Termination Date upon satisfaction (as determined by the Administrative Agent)
of the following conditions (the “Extensions Events for Second
Extension”):

     

    (i) the
Borrower shall have requested such extension at least 30 but not more than 90
days prior to the First Extended Revolving Credit Termination Date in a notice
to the Administrative Agent;

     

    (ii) no
Default or Event of Default shall exist and be continuing as of the date of such
request or on the last day of the First Extended Revolving Credit Termination
Date; and

     

    (iii) prior to
the last day of the First Extended Revolving Credit Termination Date the
Administrative Agent shall have received, for the account of the Lenders in
accordance with each Lender’s Commitment Percentage, an extension fee equal to
0.10% of the Total Commitment Amount.

     

    
      	
              3.  

            	
              FEES;
      PAYMENTS.

            


    

     

    3.1. Fees.

     

    (a) The
Borrower agrees to pay to the Administrative Agent, for the account of the
Lenders in accordance with each Lender’s Commitment Percentage, a fee (the
“Commitment
Fee”), from the Effective Date through the Maturity Date, computed as
follows: an amount, determined periodically as hereinafter set forth, equal to
the product of (i) Applicable Commitment Fee Percentage times (ii) the average
daily unadvanced portion of the Total Commitment Amount during such
period.  The Commitment Fee shall be payable quarterly in arrears on
the last day of each March, June, September and December of each year,
commencing on the first such day following the Effective Date, on any optional
reduction of the Total Commitment Amount, and on the Maturity
Date.  The Commitment Fee shall be calculated on the basis of a 360
day year for the actual number of days elapsed.

     

    
      
        
        

      

      
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    (b) The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit (the “LC
Fee”), which shall accrue at rate per annum equal to the greater of the
product of (i) the Applicable Margin, times (ii) the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure.

     

    (c) The
Borrower shall pay to the Issuing Bank, for its own account, the Issuing Bank’s
fronting fees with respect to the issuance of each Letter of Credit in the
amount of 0.125% of the amount of the Letter of Credit, or such other amount as
the Issuing Bank and the Borrower shall agree to in writing prior to the
issuance of such Letter of Credit, and the Issuing Bank’s standard fees with
respect to the amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder.  Accrued participation fees and
fronting fees shall be payable in arrears on the last day of March, June,
September and December of each year, commencing on the first such date to occur
after the date hereof, but in any event, after the Commitments terminate any
such fees accruing after such date shall be payable on demand. All other fees
payable to the Issuing Bank pursuant to this subsection shall also be payable on
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed. Notwithstanding the foregoing, the minimum participation fee
payable on each quarterly payment pursuant to this subsection shall not be less
than $250 with respect to each Letter of Credit, nor less than $1,000 annually,
with respect to each Letter of Credit.

     

    (d) All fees
and other amounts payable under paragraphs (a), (b) and (c) of this Section
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, in the
case of the Commitment Fee and LC Fee described therein, and other fees and
amounts payable under this Section shall be paid directly to the Credit Party to
whom such fees and other amounts are payable. Fees and other amounts paid shall
not be refundable under any circumstances.

     

    3.2. Payments; Application of
Payments.

     

    Each
payment, including each prepayment, of principal and interest on the Loans, LC
Disbursements, the Commitment Fee, and the LC Fee and fronting fees shall be
made by the Borrower to the Administrative Agent, without set-off, deduction or
counterclaim, at its office set forth in Section 11.2 in funds immediately
available to the Administrative Agent at such office by 12:00 noon on the due
date for such payment.  Promptly upon receipt thereof by the
Administrative Agent, the Administrative Agent shall remit, in like funds as
received, to the Lenders each Lender’s pro rata share of such payments. The
failure of the Borrower to make any such payment by such time shall not
constitute a default hereunder, provided that such payment is made on such due
date, but any such payment made after 12:00 noon on such due date shall be
deemed to have been made on the next Business Day for the purpose of calculating
interest on amounts outstanding on the Loans.  If any payment
hereunder or under the Notes shall be due and payable on a day which is not a
Business Day, the due date thereof (except as otherwise provided in the
definition of Interest Period) shall be extended to the next Business Day and
(except with respect to payments in respect of the Commitment Fee) interest
shall be payable at the applicable rate specified herein during such
extension.  If any payment is made with respect to any Eurodollar
Advance prior to the last day of the applicable Interest Period, the Borrower
shall indemnify each Lender in accordance with Section 2.14.

     

     

    
      
        
        

      

      
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              4.  

            	
              REPRESENTATIONS AND
      WARRANTIES.

            


    

     

    In order
to induce the Administrative Agent and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in Letters of Credit, the
Borrower makes the following representations and warranties to the
Administrative Agent and each Lender:

     

    4.1. Existence and
Power.

     

    (a) The
Borrower is a Maryland corporation duly organized and validly existing and in
good standing under the laws of Maryland, has all requisite power and authority
to own or lease its Property and to carry on its business as now conducted, and
is in good standing and authorized to do business in each jurisdiction in which
the nature of the business conducted therein or the Property owned or leased
therein make such qualification necessary.

     

    (b) Each
Subsidiary of the Borrower (including each Subsidiary Guarantor) is a
corporation, partnership, limited liability company, real estate investment
trust or business trust, is validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority
to own or lease its Property and to carry on its business as now conducted, and
is in good standing and authorized to do business in each other jurisdiction in
which the nature of the business conducted therein or the Property owned or
leased therein make such qualification necessary, except where such failure to
qualify could not reasonably be expected to have a Material Adverse
Effect.

     

    4.2. Authority.

     

    Each of
the Borrower and each Subsidiary Guarantor has full legal power and authority to
enter into, execute, deliver and perform the terms of the Loan Documents to
which it is a party, to obtain (in the case of the Borrower) extensions of
credit hereunder and to incur the obligations contemplated thereby, all of which
have been duly authorized by all proper and necessary corporate action and are
in full compliance with, and such execution, delivery, performance, obtaining
and incurrence do not and will not violate any of the provisions of, their
respective articles or certificate of incorporation or corporate charter,
by-laws of other organizational or constitutive documents, as the case may
be.  Each of the Borrower and each Subsidiary Guarantor has duly
executed and delivered the Loan Documents to which it is a party.

     

    4.3. Binding
Agreement.

     

    The Loan
Documents to which each of the Borrower and the Subsidiary Guarantors is a party
constitute the valid and legally binding obligations of such party, enforceable
in accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally.

     

    
      
        
        

      

      
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    4.4. Subsidiaries.

     

    As of the
Effective Date, the Borrower has only the Subsidiaries set forth on Schedule
4.4.  Schedule 4.4 sets
forth the name of, and the ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each such Subsidiary that is a
Subsidiary Guarantor, in each case as of the Effective Date. The shares of each
corporate Subsidiary of the Borrower are duly authorized, validly issued, fully
paid and nonassessable and are owned free and clear of any Liens.  As
of the Effective Date, the only DownREIT Partnership is UB Stamford,
LP.

     

    4.5. Litigation.

     

    (a) There are
no actions, suits or proceedings at law or in equity or by or before any
Governmental Authority (whether or not purportedly on behalf of the Borrower or
any Subsidiary of the Borrower) pending or, to the knowledge of the Borrower,
threatened against the Borrower or any Subsidiary of the Borrower or any of
their respective Properties or rights, which (i) if adversely determined, could
reasonably be expected to have a Material Adverse Effect, (ii) call into
question the validity or enforceability of any of the Loan Documents, or (iii)
could reasonably be expected to result in the rescission, termination or
cancellation of any franchise, right, license, permit or similar authorization
held by the Borrower or any Subsidiary of the Borrower.

     

    (b) As of the
date hereof, Schedule
4.5 sets forth all actions, suits and proceedings at law or in equity or
by or before any Governmental Authority (whether or not purportedly on behalf of
the Borrower or any Subsidiary of the Borrower) pending or, to the knowledge of
the Borrower, threatened against the Borrower, any Subsidiary of the Borrower or
any of their respective Properties or rights, which, if adversely determined,
could have a Material Adverse Effect.

     

    4.6. Required
Consents.

     

    No
consent, authorization or approval of, filing with, notice to, or exemption by,
stockholders, any Governmental Authority or any other Person not obtained is
required to be obtained by the Borrower or any Subsidiary Guarantor to
authorize, or is required in connection with the execution, delivery and
performance of the Loan Documents to which the Borrower or such Subsidiary
Guarantor is a party, or any extension of credit hereunder, or is required to be
obtained by the Borrower or any Subsidiary Guarantor as a condition to the
validity or enforceability of the Loan Documents.

     

    4.7. No Conflicting
Agreements.

     

    Neither
the Borrower nor any of its Subsidiaries is in default beyond any applicable
grace or cure period under any mortgage, indenture, contract or agreement to
which it is a party or by which the Borrower or any of its Subsidiaries or any
of their respective Property is bound.  The execution, delivery or
carrying out of the terms of the Loan Documents and the extensions of credit
contemplated hereunder will not violate any of the terms or provisions of any
such mortgage, indenture, contract or agreement or constitute a default under or
result in the creation or imposition of, or obligation to create, any Lien upon
any Property of the Borrower or its Subsidiaries pursuant to the terms of any
such mortgage, indenture, contract or agreement.

     

     

    
      
        
        

      

      
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    4.8. Compliance with Applicable
Laws.

     

    Neither
the Borrower nor any Subsidiary of the Borrower is in default with respect to
any judgment, order, writ, injunction, decree or decision of any Governmental
Authority. The execution, delivery or carrying out of the terms of the Loan
Documents and the extensions of credit contemplated hereunder will not violate
any such judgment, order, writ, injunction, decree or decision.  The
Borrower and its Subsidiaries are in compliance in all material respects with
all statutes, regulations, rules and orders applicable to the Borrower and its
Subsidiaries of all Governmental Authorities, including, without limitation, (i)
Environmental Laws and ERISA, a violation of which could reasonably be expected
to have a Material Adverse Effect; and (ii) Sections 856-860 of the Code,
compliance with which is required to preserve the Borrower’s status as a
REIT.  The execution, delivery or carrying out of the terms of the
Loan Documents and the extensions of credit contemplated hereunder will not
violate any such statutes, regulations, rules and orders.

     

    4.9. Taxes.

     

    Each of
the Borrower and its Subsidiaries has filed or caused to be filed all tax
returns required to be filed and has paid, or has filed appropriate extensions
and has made adequate provision for the payment of, all taxes shown to be due
and payable on said returns or in any assessments made against it, and no tax
Liens have been filed with respect thereto.

     

    4.10. Governmental
Regulations.

     

    Neither
the Borrower nor any Subsidiary of the Borrower is subject to regulation under
the Public Utility Holding Company Act of 1935, as amended, the Federal Power
Act, as amended, or the Investment Company Act of 1940, as amended, and neither
the Borrower nor any Subsidiary of the Borrower is subject to any statute or
regulation which prohibits or restricts the incurrence of Indebtedness under the
Loan Documents, including, without limitation, statutes or regulations relative
to common or contract carriers or to the sale of electricity, gas, steam, water,
telephone, telegraph or other public utility services.

     

    4.11. Federal Reserve Regulations;
Use of Loan Proceeds.

     

    Neither
the Borrower nor any Subsidiary of the Borrower is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.  No part of the
proceeds of the Loans or the Letters of Credit will be used, directly or
indirectly, for a purpose which violates any law, rule or regulation of any
Governmental Authority, including, without limitation, the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System, as
amended.  No part of the proceeds of the Loans, and none of the
Letters of Credit, will be used, directly or indirectly, to purchase or carry
Margin Stock or to extend credit to others for the purpose of purchasing or
carrying Margin Stock.

     

     

    
      
        
        

      

      
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    4.12. Plans; Multiemployer
Plans.

     

    As of the
Effective Date, each of the Borrower and its ERISA Affiliates maintains or makes
contributions only to the Plans and Multiemployer Plans listed on Schedule
4.12.

     

    4.13. Financial
Statements.

     

    The
Borrower has heretofore delivered to the Administrative Agent and the Lenders
(i) copies of the audited consolidated balance sheet of the Borrower and its
Subsidiaries and the related consolidated statements of operations,
stockholders’ equity and cash flows for the Borrower and its Subsidiaries as of
October 31, 2007, and (ii) the consolidated statements of income and cash flows
for the Borrower and its Subsidiaries for the fiscal quarters of the Borrower
ending April 30, 2007 and July 31, 2007, certified by its Chief Financial
Officer (collectively, with the related notes and schedules, the “Financial
Statements”).  The Financial Statements fairly present the
consolidated financial condition and results of the operations of the Borrower
and its Subsidiaries as of the dates and for the periods indicated therein and
have been prepared in conformity with GAAP.  Except as reflected in
the Financial Statements or in the notes thereto, neither the Borrower nor any
Subsidiary of the Borrower has any obligation or liability of any kind (whether
fixed, accrued, contingent, unmatured or otherwise) which, in accordance with
GAAP, should have been shown on the Financial Statements and was
not.  Since October 31, 2007 there has been no Material Adverse
Change.

     

    4.14. Property.

     

    Each of
the Borrower and its Subsidiaries has good and marketable title to all of its
Property.  There are no unpaid or outstanding real estate or similar
taxes or assessments on or against any Real Property other than (i) real estate
or other taxes or assessments that are not yet due and payable, and (ii) such
taxes as the Borrower or any Subsidiary of the Borrower is contesting in good
faith and for which adequate reserves for the payment thereof have been
established by the Borrower.  There are no pending eminent domain
proceedings against any Real Property, and, to the knowledge of the Borrower, no
such proceedings are presently threatened or contemplated by any Governmental
Authority against any Real Property, which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect.  None
of the Real Property is now damaged as a result of any fire, explosion,
accident, flood or other casualty which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

     

    4.15. Environmental
Matters.

     

    (a) The
Borrower and each of its Subsidiaries are in compliance in all material respects
with the requirements of all applicable Environmental Laws.

     

    (b) To the
best of the Borrower’s knowledge, and except as otherwise disclosed to the
Lenders in writing on or before the Effective Date, no Hazardous Substances have
been (i) generated or manufactured on, transported to or from, treated at,
stored at or discharged from any Real Property in violation of any Environmental
Laws; (ii) discharged into subsurface waters under any Real Property in
violation of any Environmental Laws; or (iii) discharged from any Real Property
on or into property or waters (including subsurface waters) adjacent to any Real
Property in violation of any Environmental Laws which for (i), (ii) or (iii)
either individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.

     

     

    
      
        
        

      

      
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    (c) Except as
otherwise disclosed to the Lenders in writing on or before the Effective Date,
neither the Borrower nor any of its Subsidiaries (i) has received notice
(written or oral) or otherwise learned of any claim, demand, suit, action,
proceeding, event, condition, report, directive, lien, violation, non-compliance
or investigation indicating or concerning any potential or actual liability
(including, without limitation, potential liability for enforcement,
investigatory costs, cleanup costs, government response costs, removal costs,
remedial costs, natural resources damages, property damages, personal injuries
or penalties) arising in connection with (x) any non-compliance with or
violation of the requirements of any applicable Environmental Laws, or (y) the
presence of any Hazardous Substance on any Real Property (or any Real Property
previously owned by the Borrower or any Subsidiary of the Borrower) or the
release or threatened release of any Hazardous Substance into the environment
which, in either case, could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (ii) has any
threatened or actual liability in connection with the presence of any Hazardous
Substance on any Real Property (or any Real Property previously owned by the
Borrower or any Subsidiary of the Borrower) or the release or threatened release
of any Hazardous Substance into the environment which, in either case, could,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, (iii) has received notice of any federal or state
investigation evaluating whether any remedial action is needed to respond to the
presence of any Hazardous Substance on any Real Property (or any Real Property
previously owned by the Borrower or any Subsidiary of the Borrower) or a release
or threatened release of any Hazardous Substance into the environment for which
the Borrower or any Subsidiary of the Borrower is or may be liable the results
of which could, in either case, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, or (iv) has received
notice that the Borrower or any Subsidiary of the Borrower is or may be liable
to any Person under any Environmental Law which liability could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

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

     

    4.16. Burdensome
Obligations.

     

    Neither
the Borrower nor any of its Subsidiaries is a party to or bound by any
franchise, agreement, deed, lease or other instrument, or subject to any
corporate restriction which, in the opinion of the management of the Borrower or
such Subsidiary, is so unusual or burdensome, in the context of its business, as
in the foreseeable future might materially adversely affect or impair the
revenue or cash flow of the Borrower or such Subsidiary or materially and
adversely affect or impair the ability of the Borrower to perform its
obligations under the Loan Documents.

     

    
      
        
        

      

      
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    4.17. Solvency.

     

    On the
Effective Date and immediately following the making of each Loan and the
issuance of each Letter of Credit, and after giving effect to the application of
the proceeds of each Loan: (a) the fair value of the assets of the Borrower and
its Subsidiaries, taken as a whole, at a fair valuation, will exceed the debts
and liabilities, including Contingent Obligations, of the Borrower and its
Subsidiaries, taken as a whole; (b) the present fair saleable value of the
property of the Borrower and its Subsidiaries, taken as a whole, will be greater
than the amount that will be required to pay the probable liability of the debts
and other liabilities, subordinated, contingent or otherwise of the Borrower and
its Subsidiaries, as such debts and other liabilities become absolute and
matured; (c) the Borrower and its Subsidiaries, taken as a whole, will be able
to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (d) the Borrower and
its Subsidiaries, taken as a whole, will not have unreasonably small capital
with which to conduct the business in which they are engaged as such business is
now conducted and is proposed to be conducted hereafter.

     

    4.18. REIT
Status.

     

    The
Borrower (i) has made an election pursuant to Section 856 of the Code to qualify
as a REIT, (ii) to the best of its knowledge has satisfied and continues to
satisfy all of the requirements under Sections  856-859 of the Code and the
regulations and rulings issued thereunder which must be satisfied for the
Borrower to maintain its status as a REIT, and (iii) is in compliance in all
material respects with all Code sections applicable to REITs generally and the
regulations and rulings issued thereunder.

     

    4.19. Eligible Real Estate
Assets.

     

    A true,
correct and complete list of Eligible Real Estate Assets, dated not earlier than
30 days prior to the date of this Agreement, is attached hereto as Schedule
4.19.

     

    4.20. Labor
Relations.

     

    Neither
the Borrower nor any of its Subsidiaries is a party to any collective bargaining
agreement, and no petition has been filed or proceedings instituted by any
employee or group of employees with any labor relations board seeking
recognition of a bargaining representative with respect to the Borrower or such
Subsidiary.  There are no material controversies pending between the
Borrower or any Subsidiary and any of their respective employees.

     

    4.21. No
Misrepresentation.

     

    No
representation or warranty contained herein and no certificate or report
furnished or to be furnished by the Borrower or any Subsidiary of the Borrower
in connection with the transactions contemplated hereby or pursuant to any Loan
Document, contains or will contain a misstatement of material fact, or, to the
best knowledge of the Borrower, omits or will omit to state a material fact
required to be stated in order to make the statements herein or therein
contained not misleading in the light of the circumstances under which
made.

     

     

    
      
        
        

      

      
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              5.  

            	
              CONDITIONS TO FIRST
      LOANS OR LETTERS OF CREDIT.

            


    

     

    In
addition to the conditions precedent set forth in Section 6, the obligation of
each Lender to make its first Loan or the Issuing Bank to issue the first Letter
of Credit shall be subject to the fulfillment of the following conditions
precedent on or before the Effective Date:

     

    5.1. Evidence of
Action.

     

    (a) The
Administrative Agent shall have received a certificate, dated the first
Borrowing Date, of the Secretary or Assistant Secretary of the Borrower
substantially in the form of Exhibit H (i)
attaching a true and complete copy of the resolutions of its Board of Directors
authorizing the execution and delivery of the Loan Documents by the Borrower and
the performance of the Borrower’s obligations thereunder, and of all other
documents evidencing other necessary action (in form and substance reasonably
satisfactory to the Administrative Agent) taken by it to authorize the Loan
Documents and the transactions contemplated thereby, (ii) attaching a true and
complete copy of its articles of incorporation and by-laws, (iii) setting forth
the incumbency of its officer or officers who may sign the Loan Documents,
including therein a signature specimen of such officer or officers, and (iv)
certifying that said corporate charter and by-laws are true and complete copies
thereof, are in full force and effect and have not been amended or
modified.

     

    (b) The
Administrative Agent shall have received a certificate, dated the first
Borrowing Date, of the Secretary or Assistant Secretary of each Subsidiary
Guarantor substantially in the form of Exhibit H (i)
attaching a true and complete copy of the resolutions of its Board of Directors
authorizing its execution and delivery of the Guaranty and the performance of
its obligations thereunder, and of all other documents evidencing other
necessary action (in form and substance reasonably satisfactory to the
Administrative Agent) taken by it to authorize the Guaranty and the transactions
contemplated thereby, (ii) attaching a true and complete copy of its articles of
incorporation or corporate charter and by-laws, (iii) setting forth the
incumbency of its officer or officers who may sign the Guaranty, including
therein a signature specimen of such officer or officers, and (iv) certifying
that said articles of incorporation or corporate charter and by-laws are true
and complete copies thereof, are in full force and effect and have not been
amended or modified.

     

    (c) The
Administrative Agent shall have received certificates of good standing for the
Borrower from the Secretary of State for the State of Maryland and for each
Subsidiary from the Secretary of State for the state in which such Subsidiary is
incorporated, and for the Borrower from each jurisdiction in which the Borrower
is qualified to do business.

     

    5.2. This
Agreement.

     

    The
Administrative Agent shall have received counterparts of this Agreement signed
by each of the parties hereto (or receipt by the Administrative Agent from a
party hereto of a facsimile signature page signed by such party which shall have
agreed to promptly provide the Administrative Agent with originally executed
counterparts hereof).

     

     

    
      
        
        

      

      
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    5.3. Notes.

     

    The
Administrative Agent shall have received the Notes, duly executed by an
Authorized Signatory.

     

    5.4. Guaranty.

     

    The
Administrative Agent shall have received counterparts of the Guaranty signed by
each of the Subsidiary Guarantors (or receipt by the Administrative Agent from a
party thereto of a facsimile signature page signed by such party which shall
have agreed to promptly provide the Administrative Agent with originally
executed counterparts thereof).

     

    5.5. Litigation.

     

    There
shall be no injunction, writ, preliminary restraining order or other order of
any nature issued by any Governmental Authority in any respect affecting the
transactions provided for herein or in any of the other Loan Documents and no
action or proceeding by or before any Governmental Authority shall have been
commenced and be pending or, to the knowledge of the Borrower, threatened,
seeking to prevent or delay the transactions contemplated by the Loan Documents
or challenging any other terms and provisions hereof or thereof or seeking any
damages in connection therewith and the Administrative Agent shall have received
a certificate of an Authorized Signatory to the foregoing effects.

     

    5.6. Opinion of Counsel to the
Borrower.

     

    The
Administrative Agent shall have received an opinion of Baker and McKenzie,
counsel to the Borrower, addressed to the Administrative Agent and the Lenders,
and dated the first Borrowing Date, covering the matters set forth in Exhibit
I.

     

    5.7. Fees.

     

    All fees
payable to any Credit Party shall have been paid.

     

    5.8. Fees and Expenses of Special
Counsel.

     

    The fees
and expenses of Special Counsel in connection with the preparation, negotiation
and closing of the Loan Documents shall have been paid.

     

    
      	
              6.  

            	
              CONDITIONS OF LENDING
      - ALL LOANS.

            


    

     

    The
obligation of each Lender to make any Loan or the Issuing Bank to issue a Letter
of Credit is subject to the satisfaction of the following conditions precedent
as of the date of such Loan or issuance:

     

    6.1. Compliance.

     

    On each
Borrowing Date and after giving effect to the Loans to be made or Letter of
Credit to be issued: (a) the Borrower shall be in compliance with all of the
terms, covenants and conditions hereof, (b) there shall not exist and be
continuing any Default, (c) the representations and warranties contained in the
Loan Documents shall be true and correct with the same effect as though such
representations and warranties had been made on such Borrowing Date, (d) all
fees and expenses due payable by the Borrower hereunder and under any other Loan
Document on such date shall have been paid, and (e) the sum of the Loans and the
LC Exposure shall not exceed the Total Commitment Amount. Each notice requesting
a Loan or the issuance of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof that each of the
foregoing matters is true and correct in all respects.

     

     

    
      
        
        

      

      
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    6.2. Loan
Closings.

     

    All
documents required by the provisions of the Loan Documents to be executed or
delivered to the Administrative Agent on or before the applicable Borrowing Date
or prior to the issuance of a Letter of Credit shall have been executed and
shall have been delivered at the office of the Administrative Agent set forth in
Section 11.2 on or before such Borrowing Date.

     

    6.3. Borrowing
Request.

     

    With
respect to each borrowing hereunder, the Administrative Agent shall have
received a Borrowing Request duly executed by an Authorized Signatory. With
respect to the issuance of a Letter of Credit, the Administrative Agent shall
have received the documents required pursuant to Section 2.7(b).

     

    6.4. Documentation and
Proceedings.

     

    All
corporate matters and legal proceedings and all documents and papers in
connection with the transactions contemplated by the Loan Documents shall be
reasonably satisfactory in form and substance to the Administrative Agent and
the Administrative Agent shall have received all information and copies of all
documents which the Administrative Agent or the Required Lenders may reasonably
have requested in connection therewith, such documents (where appropriate) to be
certified by an Authorized Signatory or proper Governmental
Authorities.

     

    6.5. Required Acts and
Conditions.

     

    All acts,
conditions and things (including, without limitation, the obtaining of any
necessary regulatory approvals and the making of any filings, recordings or
registrations) required to be done or performed by the Borrower and to have
happened on or prior to such Borrowing Date and which are necessary for the
continued effectiveness of the Loan Documents shall have been done or performed
and shall have happened in due compliance with all applicable laws.

     

    6.6. Approval of Special
Counsel.

     

    All legal
matters in connection with the making of each Loan and issuance of each Letter
of Credit shall be reasonably satisfactory to Special Counsel.

     

    
      
        
        

      

      
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    6.7. Supplemental
Opinions.

     

    If
reasonably requested by the Administrative Agent with respect to the applicable
Borrowing Date, there shall have been delivered to the Administrative Agent
favorable supplementary opinions of counsel to the Borrower, addressed to the
Administrative Agent and the Lenders and dated such Borrowing Date, covering
such matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request.

     

    6.8. Other
Documents.

     

    The
Administrative Agent shall have received such other documents and information
with respect to the Borrower and its Subsidiaries or the transactions
contemplated hereby as the Administrative Agent or any of the Lenders shall
reasonably request.

     

    
      	
              7.  

            	
              AFFIRMATIVE
      COVENANTS.

            


    

     

    The
Borrower agrees that, so long as any Loan remains outstanding and unpaid, there
exists any LC Exposure, any other amount is owing under any Loan Document to any
Lender or the Administrative Agent, or any Lender or the Issuing Bank shall have
any obligation to make Loans or issue Letters of Credit, the Borrower
shall:

     

    7.1. Financial
Statements.

     

    Maintain
a standard system of accounting in accordance with GAAP, and furnish or cause to
be furnished to the Administrative Agent and each Lender:

     

    (a) Annual
Statements.  As soon as available, but in any event within 90
days after the end of each fiscal year of the Borrower, a copy of its
consolidated balance sheet as at the end of such fiscal year, together with the
related consolidated statements of income, stockholders’ equity and cash flows
as of and through the end of such fiscal year of the Borrower and its
consolidated Subsidiaries, setting forth in each case in comparative form the
figures as of the end of and for the preceding fiscal year.  The
consolidated balance sheets and consolidated statements of income, stockholders’
equity and cash flows shall be audited and certified without qualification by
the Accountants, which certification shall (i) state that the examination by
such Accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards and,
accordingly, includes the examination, on a test basis, of evidence supporting
the amounts and disclosures in such consolidated financial statements, and (ii)
include the opinion of such Accountants that such consolidated financial
statements present fairly, in all material respects, the consolidated financial
condition of the Borrower and its consolidated Subsidiaries, as of the date of
such consolidated financial statements, and the consolidated results of their
operations and their cash flows for each of the years identified therein in
conformity with GAAP (subject to any change in the requirements of
GAAP).

     

    (b) Annual Operating Statements,
Rent Roll and Asset Review.  As soon as available, but in any
event within 45 days after the end of each fiscal year of the Borrower, copies
of the asset review for each Real Property owned by the Borrower, Subsidiaries
of the Borrower and any DownREIT Partnership in the form of Exhibit K; each
delivery to the Administrative Agent of such asset review shall be deemed to be
a representation of the Borrower that the matters set forth therein are true in
all material respects.

     

     

    
      
        
        

      

      
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    (c) Quarterly Statements.
As soon as available, but in any event within 45 days after the end of the first
three fiscal quarters of the Borrower, a copy of the unaudited consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at the end of
each such quarterly period, together with the related unaudited consolidated
statements of income and cash flows for the elapsed portion of the fiscal year
through the end of such period, setting forth in each case in comparative form
the figures for the corresponding dates and periods of the preceding fiscal
year, certified by the Chief Financial Officer as being true, correct and
complete in all material respects and as presenting fairly the consolidated
financial condition and the consolidated results of operations of the Borrower
and its consolidated Subsidiaries.

     

    (d) Quarterly Information
Regarding Certain Assets.  As soon as available, but in any
event within 45 days after the end of each of the first three fiscal quarters of
the Borrower (90 days after the end of the last fiscal quarter of the Borrower),
a list of all the Unencumbered Pool Assets as of the last day of such fiscal
quarter, setting forth the following information with respect to each such
Unencumbered Pool Asset as of such date: (i) asset type; (ii) location; (iii)
the owner thereof; and (iv) the Net Operating Income and Capital Expense for
such Unencumbered Pool Asset during such fiscal quarter.

     

    (e) Compliance
Certificate.  Within 45 days after the end of each of the first
three fiscal quarters of the Borrower (90 days after the end of the last fiscal
quarter of the Borrower), a Compliance Certificate, certified by the Chief
Financial Officer, setting forth in reasonable detail the computations
demonstrating the Borrower’s compliance with the provisions of Sections 8.11,
8.12, 8.13, 8.14, 8.15 and 8.16.

     

    (f) Other
Information.  Such other information as the Administrative
Agent or any Lender may reasonably request from time to time.

     

    7.2. Certificates; Other
Information.

     

    Furnish
to the Administrative Agent and each Lender:

     

    (a) Defaults Under Other
Indebtedness.  Prompt written notice if: (i) any Indebtedness
of the Borrower or any Subsidiary of the Borrower is declared or shall become
due and payable prior to its stated maturity, or called and not paid when due,
or (ii) a default that extends beyond any applicable notice or grace period
shall have occurred under any note (other than the Notes) or the holder of any
such note, or other evidence of Indebtedness, certificate or security evidencing
any such Indebtedness or any obligee with respect to any other Indebtedness of
the Borrower or any Subsidiary of the Borrower has the right to declare any such
Indebtedness due and payable prior to its stated maturity, and, in the case of
either (i) or (ii), the Indebtedness that is the subject of (i) or (ii) is, in
the aggregate, $500,000 or more;

     

    (b) Action of Governmental
Authorities.  Prompt written notice of: (i) any citation,
summons, subpoena, order to show cause or other document naming the Borrower or
any Subsidiary of the Borrower a party to any proceeding before any Governmental
Authority which could reasonably be expected to have a Material Adverse Effect
or which calls into question the validity or enforceability of any of the Loan
Documents, and include with such notice a copy of such citation, summons,
subpoena, order to show cause or other document; (ii) any lapse or other
termination of any Intellectual Property, license, permit, franchise or other
authorization issued to the Borrower or any Subsidiary of the Borrower by any
Person or Governmental Authority, which lapse or termination could reasonably be
expected to have a Material Adverse Effect; and (iii) any refusal by any Person
or Governmental Authority to renew or extend any such material Intellectual
Property, license, permit, franchise or other authorization, which refusal could
reasonably be expected to have a Material Adverse Effect;

     

     

    
      
        
        

      

      
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    (c) SEC or other Governmental
Reports and Filings.  Except for documents publicly available
under the Securities Exchange Act of 1934, promptly upon becoming available,
copies of all regular, periodic or special reports which the Borrower or any
Subsidiary of the Borrower may now or hereafter be required to file with or
deliver to any securities exchange or the Securities and Exchange Commission, or
any other Governmental Authority succeeding to the functions thereof, pursuant
to the Securities Exchange Act of 1934, as amended;

     

    (d) ERISA
Information.  Promptly, and in any event within ten Business
Days after the Borrower knows or has reason to know that any of the events or
conditions enumerated below with respect to any Plan or Multiemployer Plan has
occurred or exists, a statement signed by its Chief Financial Officer, setting
forth details with respect to such event or condition and the action, if any,
which the Borrower or an ERISA Affiliate proposes to take with respect thereto;
provided, however, that if such event or condition is required to be reported or
noticed to the PBGC, such statement, together with a copy of the relevant report
or notice to the PBGC, shall be furnished promptly and in any event not later
than ten days after it is reported or noticed to the PBGC:

     

    (i) any
reportable event, as defined in Section 4043(b) of ERISA with respect to a Plan,
as to which the PBGC has not by regulation waived the requirement of Section
4043(a) of ERISA that it be notified within thirty days of the occurrence of
such event (provided that a failure to meet the minimum funding standard of
Section 412 of the Code or of Section 302 of ERISA, including, without
limitation, the failure to make, on or before its due date, a required
installment under Section 412(m) of the Code or Section 302(e) of ERISA or the
disqualification of such Plan for purposes of Section 4043(b)(1) of ERISA, shall
be a reportable event regardless of the issuance of any waivers in accordance
with Section 412(d) of the Code) and any request for a waiver under Section
412(d) of the Code for any Plan;

     

    (ii) the
distribution under Section 4041 of ERISA of a notice of intent to terminate any
Plan or any action taken by the Borrower or any ERISA Affiliate to terminate any
Plan;

     

    (iii) the
institution by the PBGC of proceedings under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer
Plan that such action has been taken by the PBGC with respect to such
Multiemployer Plan;

     

     

    
      
        
        

      

      
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    (iv) the
complete or partial withdrawal from a Multiemployer Plan by the Borrower or any
ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA
(including the obligation to satisfy secondary liability as a result of a
purchaser default) or the receipt by the Borrower or any ERISA Affiliate of
notice from a Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has
terminated under Section 4041A of ERISA;

     

    (v) the
institution of a proceeding by a fiduciary of any Multiemployer Plan against the
Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which
proceeding is not dismissed within thirty days from its
commencement;

     

    (vi) the
adoption of an amendment to any Plan pursuant to Section 401(a)(29) of the Code
or Section 307 of ERISA that would result in the loss of the tax-exempt status
of the trust of which such Plan is a part or the Borrower or any ERISA Affiliate
fails to timely provide security to such Plan in accordance with the provisions
of said Sections; and

     

    (vii) any event
or circumstance exists which may reasonably be expected to constitute grounds
for the incurrence of material liability by the Borrower or any ERISA Affiliate
under Title IV of ERISA or under Sections 412(c)(11) or 412(n) of the Code with
respect to any employee benefit plan;

     

    (e) ERISA
Reports.  Promptly after the request of the Administrative
Agent or any Lender therefor, copies of each annual report filed pursuant to
Section 104 of ERISA with respect to each Plan (including, to the extent
required by Section 104 of ERISA, the related financial and actuarial statements
and opinions and other supporting statements, certifications, schedules and
information referred to in Section 103 of ERISA) and each annual report filed
with respect to each Plan under Section 4065 of ERISA; provided, however, that
in the case of a Multiemployer Plan, such annual reports shall be furnished only
if they are available to the Borrower or any ERISA Affiliate;

     

    (f) Notice of Material
Acquisitions, Mergers or Purchases.  Prior to entering into any
definitive agreement for an acquisition, merger or asset purchase exceeding 30%
of Gross Asset Value (as determined without giving effect to such acquisition,
merger or asset purchase), notice of the same, together with a certificate in
the form required by Section 7.1(e) showing compliance with the provisions
referred to in Section 7.1(e) after giving effect to such acquisition, merger or
asset purchase.

     

    (g) Notice of Sales or
Transfers.  Notice of any sale or transfer of any Real Property
of the Borrower, its Subsidiaries or any DownREIT promptly upon the occurrence
of any such sale or transfer;

     

    (h) New
Subsidiaries.  Notice of any Subsidiary that, as of the end of
any fiscal quarter of the Borrower, satisfies the criteria in Section 7.11 with
respect to Required Additional Guarantors, such notice to be delivered to the
Administrative Agent concurrently with the delivery of the Compliance
Certificate with respect to such quarter;

     

     

    
      
        
        

      

      
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    (i) Casualties or
Condemnations.  Prompt written notice of any casualty or
condemnation of any Real Property, if such casualty or condemnation could
reasonably be expected to have a Material Adverse Effect;

     

    (j) Environmental Law
Notices.  Prompt written notice of any order, notice, claim or
proceeding received by, or brought against, the Borrower or any Subsidiary of
the Borrower, or with respect to any of the Real Property, under any
Environmental Law, which could reasonably be expected to have a Material Adverse
Effect;

     

    (k) Changes in Name or Fiscal
Year.  Prompt written notice of (i) any change in the
Borrower’s name, with copies of all filings with respect to such name change
attached thereto, and (ii) any change in its fiscal year from that in effect on
the Effective Date;

     

    (l) Defaults or Events of
Default.  Prompt written notice if there shall occur and be
continuing a Default; and

     

    (m) Other
Information.  Such other information as the Administrative
Agent or any Lender shall reasonably request from time to time.

     

    7.3. Legal
Existence.

     

    (a) Borrower’s Legal
Existence. Maintain its status as a Maryland corporation in good standing
in the State of Maryland and in each other jurisdiction in which the failure so
to do could reasonably be expected to have a Material Adverse
Effect.

     

    (b) Legal Existence of
Subsidiaries.  Cause each Subsidiary of the Borrower to
maintain its status as a real estate investment trust, business trust,
corporation, limited liability company or partnership, as the case may be, in
good standing in its state of formation and in each other jurisdiction in which
the failure so to do either (i) would result in the occurrence of a Default, or
(ii) could reasonably be expected to have a Material Adverse
Effect.

     

    7.4. Taxes.

     

    Pay and
discharge when due, and cause each Subsidiary of the Borrower so to do, all
Taxes, assessments and governmental charges, license fees and levies upon, or
with respect to, the Borrower or such Subsidiary and all Taxes upon the income,
profits and Property of the Borrower and its Subsidiaries, unless such Taxes,
assessments, governmental charges, license fees and levies shall be contested in
good faith and by appropriate proceedings diligently conducted by the Borrower
or such Subsidiary and such contest has the effect of staying the collection of
any Lien from any Property of the Borrower or its Subsidiaries arising from such
non-payment, and provided that the Borrower shall give the Administrative Agent
prompt notice of such contest and that such reserve or other appropriate
provision as shall be required in accordance with GAAP (as determined by the
Accountants) shall have been made therefor.

     

    7.5. Insurance.

     

    Maintain,
and cause each Subsidiary of the Borrower to maintain, insurance on its Property
against such risks and in such amounts as is customarily maintained by Persons
engaged in similar businesses and owning similar Properties in the same general
areas in which the Borrower or the relevant Subsidiary operates, and file with
the Administrative Agent within 10 Business Days after request therefor a
detailed list of such insurance then in effect, stating the names of the
carriers thereof, the policy numbers, the insureds thereunder, the amounts of
insurance, dates of expiration thereof, and the Property and risks covered
thereby.  As of the Effective Date the Administrative Agent has
received all insurance items requested by it as of such date.

     

     

    
      
        
        

      

      
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    7.6. Payment of Indebtedness and
Performance of Obligations.

     

    Pay and
discharge when due, and cause each Subsidiary of the Borrower to pay and
discharge when due, all lawful Indebtedness, obligations and claims for labor,
materials and supplies or otherwise

     

    7.7. Maintenance of Property;
Environmental Investigations.

     

    (a) In all
material respects, at all times, maintain, protect and keep in good repair,
working order and condition (ordinary wear and tear excepted), and cause each
Subsidiary of the Borrower so to do, all Property necessary to the operation of
the Borrower’s or such Subsidiary’s business.

     

    (b) In the
event that the Administrative Agent shall have a reasonable basis for believing
that Hazardous Substances may be on, at, under or around any Unencumbered Asset
in the Unencumbered Asset Pool in violation of any applicable Environmental Law
which, individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect, promptly conduct and complete (at the Borrower’s
expense) all investigations, studies, samplings and testings relative to such
Hazardous Substances as the Administrative Agent may reasonably
request.

     

    7.8. Observance of Legal
Requirements.

     

    (a) Observe
and comply in all respects, and cause each Subsidiary of the Borrower so to do,
with all laws, ordinances, orders, judgments, rules, regulations,
certifications, franchises, permits, licenses, directions and requirements of
all Governmental Authorities, which now or at any time hereafter may be
applicable to it,

     

    (b) Use and
operate all of its facilities and property in compliance with all Environmental
Laws and cause each of its Subsidiaries so to do, and keep all necessary
permits, approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in compliance therewith and cause
each of its Subsidiaries so to do, and handle all Hazardous Materials in
compliance with all applicable Environmental Laws and cause each of its
Subsidiaries so to do.

     

    7.9. Inspection of Property;
Books and Records; Discussions.

     

    Keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all requirements of law shall be made of all dealings
and transactions in relation to its business and activities and permit
representatives of the Administrative Agent and any Lender during normal
business hours and on reasonable prior notice to visit its offices, to inspect
any of its Property and to examine and make copies or abstracts from any of its
books and records as often as may reasonably be desired, and to discuss the
business, operations, prospects, licenses, Property and financial condition of
the Borrower and its Subsidiaries with the officers thereof and the
Accountants.

     

     

    
      
        
        

      

      
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    7.10. REIT Status; Operation of
Business; Company Listing.

     

    (a) Maintain
its status under Sections 856 et seq. of the Code as a
REIT.

     

    (b) Carry on
all business operations of the Borrower as a self-advised, self-managed
REIT.

     

    (c) Remain
listed on the New York Stock Exchange, American Stock Exchange or NASDAQ with no
suspension in the trading of its Stock (other than by reason of the suspension
in trading of securities generally by any such exchanges).

     

    7.11. Required Additional
Guarantors.

     

    At any
time after the date hereof, at the request of the Administrative Agent, cause
any Subsidiary of the Borrower, whether presently existing or hereafter formed
or acquired, which is not a Subsidiary Guarantor to promptly execute and deliver
a Guaranty to the Administrative Agent, for the benefit of the Lenders (together
with the certificates and attachments described in Sections 5.1(b) and (c) with
respect to such Subsidiary and an opinion of counsel in the form required
pursuant to Section 5.6); provided that “Required Additional Guarantors” shall
not include DownREIT Partnerships.

     

    
      	
              8.  

            	
              NEGATIVE
      COVENANTS.

            


    

     

    The
Borrower agrees that, so long as any Loan remains outstanding and unpaid, there
exists any LC exposure, any other amount is owing under any Loan Document to any
Lender or the Administrative Agent, or any Lender or the Issuing Bank shall have
any obligation to make Loans or issue Letters of Credit, the Borrower shall not,
directly or indirectly:

     

    8.1. Indebtedness.

     

    Create,
incur, assume or suffer to exist any Unsecured Indebtedness (including the
Facility Exposure) which, in the aggregate, shall exceed at any time
$100,000,000.

     

    8.2. Liens.

     

    Create,
incur, assume or suffer to exist any Lien upon any of its Property, whether now
owned or hereafter acquired, or permit any Subsidiary of the Borrower so to do,
except (i) Liens for Taxes, assessments or similar charges incurred in the
ordinary course of business which are not delinquent or the existence of which
do not otherwise violate the requirements of Section 7.4, (ii) Liens in
connection with workers’ compensation, unemployment insurance or other social
security obligations (but not ERISA), (iii) deposits or pledges to secure bids,
tenders, contracts (other than contracts for the payment of money), leases,
statutory obligations, surety and appeal bonds and other obligations of like
nature arising in the ordinary course of business, (iv) zoning ordinances,
easements, rights of way, use restrictions, exclusive use limitations in any
lease of Real Property, reciprocal easement agreements, minor defects,
irregularities, and other similar restrictions and encumbrances affecting Real
Property, which do not materially adversely affect the value of such Real
Property or the financial condition of the Borrower or such Subsidiary or
materially impair its use for the operation of the business of the Borrower or
such Subsidiary, (v) statutory Liens arising by operation of law such as
mechanics’, materialmen’s, carriers’, warehousemen’s liens incurred in the
ordinary course of business which are not delinquent, (vi) mortgages on Real
Property (including leasehold mortgages), provided that the existence of such
mortgages, and the indebtedness secured thereby, does not cause the Borrower to
be in violation of Section 8.13 or 8.16.

     

     

    
      
        
        

      

      
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    8.3. Merger, Consolidation and
Certain Dispositions of Property.

     

    (a) Consolidate
with, be acquired by, or merge into or with any Person, or sell, lease or
otherwise dispose of all or substantially all of its Property (in one
transaction or a series of transactions), or permit any Subsidiary of the
Borrower so to do, or liquidate or dissolve, except (i) the merger or
consolidation of any Subsidiary of the Borrower into or with the Borrower, or
(ii) the merger or consolidation of any two or more Subsidiaries of the
Borrower.

     

    (b) Sell,
transfer, master lease or dispose of any of its Property, either directly or
indirectly, except that if at the time thereof and immediately after giving
effect thereto, no Default shall have occurred, (i) any Subsidiary of the
Borrower may sell, transfer, master lease or otherwise dispose of its assets to
the Borrower or to any other wholly owned Subsidiary, and (ii) the Borrower or
any Subsidiary of the Borrower may sell Property in an arm’s length transaction
in the ordinary course of its business for the fair market value thereof, as
reasonably determined by the Borrower.

     

    8.4. Investments, Loans,
Etc.

     

    At any
time, purchase or otherwise acquire, hold or invest in the Stock of, or any
other interest in, any Person, or make any loan or advance to, or enter into any
arrangement for the purpose of providing funds or credit to, or acquire any Real
Property or make any other investment, whether by way of capital contribution,
time deposit or otherwise, in or with any Person, or permit any Subsidiary of
the Borrower so to do (all of which are sometimes referred to herein as “Investments”) except
the following (to the extent that maintaining any thereof would not at any time
violate the requirements of Section 856(c) of the Code):

     

    (a) demand
deposits, certificates of deposit, bankers acceptances and domestic and
eurodollar time deposits with any Lender, or any other commercial bank, trust
company or national banking association incorporated under the laws of the
United States or any State thereof and having undivided capital, surplus and
undivided profits exceeding $500,000,000 and a long term debt rating of A or A2,
as determined, respectively, by S&P and Moody’s;

     

    (b) short-term
direct obligations of the United States of America or agencies thereof whose
obligations are guaranteed by the United States of America;

     

     

    
      
        
        

      

      
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    (c) securities
commonly known as “commercial paper” issued by a corporation organized and
existing under the laws of the United States or any State thereof which at the
time of purchase are rated by S&P or Moody’s at not less than “A1” or “P1,”
respectively;

     

    (d) mortgage-backed
securities guaranteed by the Governmental National Mortgage Association, the
Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation and other mortgage-backed bonds which at the time of purchase are
rated by S&P or Moody’s at not less than “Aa” or “AA,”
respectively;

     

    (e) shares of
“money market funds” registered with the SEC under the Investment Company Act of
1940 which maintain a level per-share value, invest principally in the
investments described in one or more of the foregoing paragraphs (a) through (e)
and have total assets of in excess of $50,000,000;

     

    (f) Investments
in Real Property and loans secured by mortgages on Real Property existing as of
the Effective Date and, after the Effective Date, Investments in Real Property
and loans secured by mortgages on Real Property located in the continental
United States;

     

    (g) Investments
in DownREIT Partnerships;

     

    (h) redemptions
of preferred stock of the Borrower in accordance with the terms
thereof;

     

    (i) redemptions
for cash or common Stock of the Borrower of units of limited partnership
interests or limited liability company interests in a DownREIT Partnership;
or

     

    (j) loans or
advances to employees of the Borrower or employees of any consolidated
Subsidiaries of the Borrower (or any guaranties of such loans made by the
Borrower or its consolidated Subsidiaries if such loans are made by Persons
other than the Borrower or its consolidated Subsidiaries) in the total aggregate
amount of up to $2,000,000;

     

    provided
that:  as at any fiscal quarter end of the Borrower,
investments in unimproved land (excluding land that is either under development
or planned for development within 18 months from the date it was acquired),
stock holdings, investments in unconsolidated partnership and joint ventures,
mortgages and development and redevelopment shall not account for more than 25%
of Gross Asset Value as at such fiscal quarter end, and provided further,
within such 25% limit, the following sublimits shall apply:

     

    (A) assets
owned by Unconsolidated Joint Ventures shall not account for more than 15% of
Gross Asset Value as at such fiscal quarter end;

     

    (B) mortgages
shall note account for more than 10% Gross Asset Value as at such fiscal quarter
end; and

     

    (C) construction
in process shall not account for more than 15% of Gross Asset Value as at such
fiscal quarter end.

     

     

    
      
        
        

      

      
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    In
determining the foregoing limits and sublimits, any non-revenue generating
investment shall be valued at the lower of acquisition cost or market
value.

     

    8.5. Business
Changes.

     

    Change in
any material respect the nature of the business of the Borrower or its
Subsidiaries as conducted on the Effective Date.

     

    8.6. Amendments to Organizational
Documents.

     

    Amend or
otherwise modify its corporate charter or by-laws in any way (other than in
connection with the issuance or classification of preferred stock of the
Borrower) which would adversely affect the interests of the Administrative Agent
and the Lenders under any of the Loan Documents, or permit any Subsidiary of the
Borrower to amend its organizational documents in a manner which could have the
same result.

     

    8.7. Bankruptcy
Proceedings.

     

    Institute
against the Administrative Agent or any Lender, or join any other Person in
instituting against the Administrative Agent or any Lender, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law, for one year
and a day after the payment or prepayment in full of the Indebtedness due
hereunder.

     

    8.8. Sale and
Leaseback.

     

    Enter
into any arrangement with any Person providing for the leasing by it of Property
which has been or is to be sold or transferred by it to such Person or to any
other Person to whom funds have been or are to be advanced by such Person on the
security of such Property or its rental obligations, or permit any Subsidiary of
the Borrower so to do.

     

    8.9. Transactions with
Affiliates.

     

    Become a
party to any transaction with an Affiliate unless the Borrower shall have
determined that the terms and conditions relating thereto are as favorable to
the Borrower as those which would be obtainable at the time in a comparable
arms-length transaction with a Person other than an Affiliate.

     

    8.10. Use of Proceeds
Limitations.

     

    Permit
the proceeds of the Loans or Letters of Credit to be used for (i) Investments
outside the United States of America, (ii) development of Real Property, other
than improvements to properties owned by the Borrower or any of its
Subsidiaries.

     

    8.11. Total Debt Leverage
Ratio.

     

    As at any
fiscal quarter end of the Borrower, permit Consolidated Total Indebtedness at
such time to be more than 50% of Gross Asset Value at such time.

     

     

    
      
        
        

      

      
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    8.12. Unencumbered Asset Pool
Value.

     

    As at any
fiscal quarter end of the Borrower, permit Unsecured Indebtedness to be more
than 50% of the Eligible Real Estate Asset Value of all Unencumbered Assets in
the Unencumbered Asset Pool at such time.

     

    8.13. Secured Debt Leverage
Ratio.

     

    As at any
fiscal quarter end of the Borrower, permit Secured Debt at such time to be more
than 35% of Gross Asset Value at such time.

     

    8.14. Fixed Charge Coverage
Ratio.

     

    Permit
the Fixed Charge Coverage Ratio as at any fiscal quarter end of the Borrower to
be less than 2.0:1.0.

     

    8.15. Unsecured Debt Service
Coverage Ratio.

     

    As at any
fiscal quarter end of the Borrower, permit the ratio of (i) total Net Operating
Income for the fiscal quarter of the Borrower then ending attributable to all
Unencumbered Assets to (ii) the portion of the Consolidated Interest Expense for
such fiscal quarter in respect of Unsecured Indebtedness to be less than
2.0:1.0.

     

    8.16. Limitation on Unconsolidated
Joint Ventures.

     

    Permit
the portion of Gross Asset Value attributable to the Borrower’s pro-rata share
of the Eligible Real Estate Value of Eligible Real Estate Assets owned by
Subsidiaries that are not wholly owned by the Borrower and Unconsolidated Joint
Ventures to be more than 15% of total Gross Asset Value.

     

    
      	
              9.  

            	
              DEFAULT.

            


    

     

    9.1. Events of
Default.

     

    The
following shall each constitute an “Event of Default” hereunder:

     

    (a) The
failure of the Borrower to pay any installment of principal on any Note on the
date when due and payable; or

     

    (b) The
failure of the Borrower to pay any installment of interest or any other fees,
expenses or other charges payable under any Loan Document within five Business
Days of the date when due and payable; or

     

    (c) The use
of the proceeds of any Loan in a manner inconsistent with or in violation of
Section 2.15; or

     

    (d) The
failure of the Borrower to observe or perform any covenant or agreement
contained in Section 7.2, 7.3, 7.10, or 8; or

     

     

    
      
        
        

      

      
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    (e) The
failure to observe or perform any other term, covenant, or agreement contained
in any Loan Document and such failure shall have continued unremedied for a
period of 30 days after notice thereof from the Administrative Agent to the
Borrower; or

     

    (f) Any
representation or warranty of the Borrower or a Subsidiary Guarantor (or of any
officer of any thereof on behalf of the Borrower or a Subsidiary Guarantor) made
or deemed made in any Loan Document to which it is a party or in any
certificate, report, opinion (other than an opinion of counsel) or other
document delivered or to be delivered pursuant thereto, shall prove to have been
incorrect or misleading (whether because of misstatement or omission) in any
material respect when made or deemed made or so delivered; or

     

    (g) (i)  Any
obligation of the Borrower (other than its obligations under the Notes) or any
Subsidiary of the Borrower, whether as principal, guarantor, surety or other
obligor, for the payment of any Indebtedness shall become or shall be declared
to be due and payable prior to the expressed maturity thereof, or shall not be
paid when due or within any grace period for the payment thereof, or (ii) any
holder of the obligations evidencing such Indebtedness shall at any time be
entitled to require payment of such Indebtedness prior to the stated maturity
thereof by reason of (x) the occurrence of a default under any of the documents
evidencing or securing such obligations, (y) the failure of the Borrower or such
Subsidiary to perform any of its obligations or agreements under such documents
or (z) the occurrence of any other event or condition which would permit the
holder of such obligations to require such payment be made, and the sum of all
such Indebtedness which is the subject of clauses (i) and (ii) inclusive exceeds
$500,000 in the aggregate at any time; or

     

    (h) The
Borrower or any Subsidiary of the Borrower shall (i) suspend or discontinue its
business, (ii) make an assignment for the benefit of creditors, (iii) generally
not be paying its debts as such debts become due, (iv) admit in writing its
inability to pay its debts as they become due, (v) file a voluntary petition in
bankruptcy, (vi) become insolvent (however such insolvency shall be evidenced),
(vii) file any petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment of debt, liquidation or dissolution or
similar relief under any present or future statute, law or regulation of any
jurisdiction, (viii) petition or apply to any tribunal for any receiver,
custodian or trustee for any substantial part of its Property, (ix) be the
subject of any such proceeding filed against it which remains undismissed for a
period of 60 days, (x) file any answer admitting or not contesting the material
allegations of any such petition filed against it or any order, judgment or
decree approving such petition in any such proceeding, (xi) seek, approve,
consent to, or acquiesce in any such proceeding, or in the appointment of any
trustee, receiver, custodian, liquidator, or fiscal agent for it, or any
substantial part of its Property, or an order is entered appointing any such
trustee, receiver, custodian, liquidator or fiscal agent and such order remains
in effect for 60 days, or (xii) take any formal action for the purpose of
effecting any of the foregoing; or

     

    (i) An order
for relief is entered under the United States bankruptcy laws or any other
decree or order is entered by a court having jurisdiction (i) adjudging the
Borrower or any Subsidiary of the Borrower bankrupt or insolvent, (ii) approving
as properly filed a petition seeking reorganization, liquidation, arrangement,
adjustment or composition of or in respect of the Borrower or any Subsidiary of
the Borrower or under the United States bankruptcy laws or any other applicable
Federal or state law, (iii) appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Borrower or
any Subsidiary of the Borrower or of any substantial part of the Property
thereof, or (iv) ordering the winding up or liquidation of the affairs of the
Borrower or any Subsidiary of the Borrower, and any such decree or order
continues unstayed and in effect for a period of 60 days; or

     

     

    
      
        
        

      

      
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    (j) Judgments
or decrees against the Borrower or any Subsidiary of the Borrower aggregating in
excess of $500,000 shall not be paid, stayed on appeal, discharged, bonded or
dismissed for a period of 30 days; or

     

    (k) An event
or condition specified in Section 7.2(d) shall occur or exist with respect to
any Plan or Multiemployer Plan and, as a result of such event or condition,
together with all other such events or conditions, the Borrower shall be
reasonably likely to incur a liability to a Plan, a Multiemployer Plan, the
PBGC, or any combination thereof which would constitute, in the reasonable
opinion of the Required Lenders, a Material Adverse Effect; or

     

    (l) (i) Any
Subsidiary Guarantor shall fail to comply in any material respect with any
covenant made by it in the Guaranty or if at any time any representation or
warranty made by any Subsidiary Guarantor in the Guaranty or in any other
document, statement or writing made to the Administrative Agent or the Lenders
shall prove to have been incorrect or misleading in any material respect when
made, or (ii) if a default by any Subsidiary Guarantor shall occur under the
Guaranty after the expiration of any applicable notice and grace period; or
(iii) if any Subsidiary Guarantor shall revoke or attempt to revoke, contest,
commence any action or raise any defense against its obligations under the
Guaranty; or

     

    (m) There
shall occur a Change of Control; or

     

    (n) There
shall occur a Material Adverse Change.

     

    Upon the
occurrence of an Event of Default or at any time thereafter during the
continuance thereof, (a) if such event is an Event of Default specified in
clause (h) or (i) above, the Commitments shall immediately and automatically
terminate and the Loans, all accrued and unpaid interest thereon, and all other
amounts owing under the Loan Documents shall immediately become due and payable,
and the Administrative Agent may, and upon the direction of the Required Lenders
shall, exercise any and all remedies and other rights provided in the Loan
Documents, and (b) if such event is any other Event of Default, any or all of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, and upon the direction of the Required
Lenders shall, by notice to the Borrower, declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate; and
(ii) with the consent of the Required Lenders, the Administrative Agent may, and
upon the direction of the Required Lenders shall, by notice of default to the
Borrower, declare the Loans, all accrued and unpaid interest thereon and all
other amounts owing under the Loan Documents to be due and payable forthwith,
whereupon the same shall immediately become due and payable, and the
Administrative Agent may, and upon the direction of the Required Lenders shall,
exercise any and all remedies and other rights provided pursuant to the Loan
Documents.  Except as otherwise provided in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly
waived.  The Borrower hereby further expressly waives and covenants
not to assert any appraisement, valuation, stay, extension, redemption or
similar laws, now or at any time hereafter in force which might delay, prevent
or otherwise impede the performance or enforcement of any Loan
Document.

     

     

    
      
        
        

      

      
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    In the
event that the Commitments shall have been terminated or the Notes shall have
been declared due and payable pursuant to the provisions of this Section, any
funds received by the Administrative Agent and the Lenders from or on behalf of
the Borrower shall be applied by the Administrative Agent and the Lenders in
liquidation of the Loans and the obligations of the Borrower under the Loan
Documents in the following manner and order: (i) first, to the payment of
interest on and then the principal portion of any Loans which the Administrative
Agent may have advanced on behalf of any Lender for which the Administrative
Agent has not then been reimbursed by such Lender or the Borrower; (ii) second,
to the payment of any fees or expenses due the Administrative Agent from the
Borrower; (iii) third, to reimburse the Administrative Agent and the Lenders for
any expenses (to the extent not paid pursuant to clause (ii)), due from the
Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment
of accrued Fees, and all other fees, expenses and amounts due under the Loan
Documents (other than principal and interest on the Notes); (v) fifth, to the
payment of interest due on the Notes; (vi) sixth, to the payment of principal
outstanding on the Notes; and (vii) seventh, to the payment of any other amounts
owing to the Administrative Agent, the Lead Arranger and the Lenders under any
Loan Document or other document or agreement entered into in connection with the
transactions contemplated thereby.

     

    
      	
              10.  

            	
              THE
      AGENT.

            


    

     

    10.1. Appointment.

     

    Each
Lender hereby irrevocably designates and appoints BNY as the Administrative
Agent of such Lender under the Loan Documents and each Lender hereby irrevocably
authorizes BNY, as the Administrative Agent for such Lender, to take such action
on its behalf under the provisions of the Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of the Loan Documents, together with such other powers as are
reasonably incidental thereto.  Notwithstanding any provision to the
contrary elsewhere in any Loan Document, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth therein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the Loan
Documents or otherwise exist against the Administrative Agent.

     

    10.2. Delegation of
Duties.

     

    The
Administrative Agent may execute any of its duties under the Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to rely upon the
advice of counsel concerning all matters pertaining to such duties.

     

    10.3. Exculpatory
Provisions.

     

    Neither
the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
the Loan Documents (except for its own gross negligence or willful misconduct),
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in the Loan Documents or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, the Loan Documents or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
any of the Loan Documents or for any failure of the Borrower or any other Person
to perform its obligations thereunder.  The Administrative Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, the Loan Documents, or to inspect the properties, books or records of the
Borrower.  The Administrative Agent shall not be under any liability
or responsibility whatsoever, as Administrative Agent, to the Borrower or any
other Person as a consequence of any failure or delay in performance, or any
breach, by any Lender of any of its obligations under any of the Loan
Documents.

     

     

    
      
        
        

      

      
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    10.4. Reliance by Administrative
Agent.

     

    The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
opinion, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation reasonably believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Administrative Agent.  The Administrative
Agent may treat each Lender, or the Person designated in the last notice filed
with it under this Section, as the holder of all of the interests of such Lender
in its Loans and in its Note until written notice of transfer, signed by such
Lender (or the Person designated in the last notice filed with the
Administrative Agent) and by the Person designated in such written notice of
transfer, in form and substance satisfactory to the Administrative Agent, shall
have been filed with the Administrative Agent.  The Administrative
Agent shall not be under any duty to examine or pass upon the validity,
effectiveness or genuineness of the Loan Documents or any instrument, document
or communication furnished pursuant thereto or in connection therewith, and the
Administrative Agent shall be entitled to assume that the same are valid,
effective and genuine, have been signed or sent by the proper parties and are
what they purport to be.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under the Loan Documents
unless it shall first receive such advice or concurrence of the Required Lenders
or, if required hereby, all Lenders, as it deems appropriate.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under the Loan Documents in accordance with a request or
direction of the Required Lenders or, if required hereby, all Lenders, and such
request or direction and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of the
Notes.

     

    10.5. Notice of
Default.

     

    The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default unless the Administrative Agent has received written
notice thereof from a Lender or the Borrower.  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
promptly give notice thereof to the Lenders.  The Administrative Agent
shall take such action with respect to such Default as shall be reasonably
directed by the Required Lenders or, if required hereby, all Lenders, provided,
however, that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default as
it shall deem to be in the best interests of the Lenders.

     

     

    
      
        
        

      

      
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    10.6. Non-Reliance on
Administrative Agent and Other Lenders.

     

    Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereafter, including any review of the affairs of the
Borrower, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own evaluation of and
investigation into the business, operations, Property, financial and other
condition and creditworthiness of the Borrower and made its own decision to
enter into this Agreement.  Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent 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 analysis, evaluations and decisions
in taking or not taking action under any Loan Document, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, Property, financial and other condition and creditworthiness of the
Borrower.  Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, Property, financial and other condition or creditworthiness of the
Borrower which may come into the possession of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

     

    10.7. Indemnification.

     

    Each
Lender agrees to indemnify and reimburse the Administrative Agent in its
capacity as such (to the extent not promptly reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), pro rata according to
its Commitment Amount, from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind whatsoever including, without limitation, any
amounts paid to the Lenders (through the Administrative Agent) by the Borrower
pursuant to the terms of the Loan Documents, that are subsequently rescinded or
avoided, or must otherwise be restored or returned) which may at any time
(including, without limitation, at any time following the payment of the Notes)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of the Loan Documents or any other documents
contemplated by or referred to therein or the transactions contemplated thereby
or any action taken or omitted to be taken by the Administrative Agent under or
in connection with any of the foregoing; provided, however, that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent resulting solely from the gross negligence or
willful misconduct of the Administrative Agent.  The agreements in
this Section shall survive the payment of all amounts payable under the Loan
Documents.

     

     

    
      
        
        

      

      
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    10.8. Administrative Agent in Its
Individual Capacity.

     

    BNY and
its affiliates may make loans to, accept deposits from, issue letters of credit
for the account of, and generally engage in any kind of business with, the
Borrower as though BNY were not Administrative Agent hereunder.  With
respect to the Commitment made or renewed by BNY and the Note issued to BNY, BNY
shall have the same rights and powers under the Loan Documents as any Lender and
may exercise the same as though it were not the Administrative Agent, and the
terms “Lender” and “Lenders” shall in each case include BNY.

     

    10.9. Successor Administrative
Agent.

     

    (a) If at any
time the Administrative Agent deems it advisable, in its sole discretion, it may
submit to each of the Lenders a written notice of its resignation as
Administrative Agent under the Loan Documents, such resignation to be effective
upon the earlier of the written acceptance of the duties of the Administrative
Agent under the Loan Documents by a successor Administrative Agent and the 30th
day after the date of such notice.  Upon any such resignation, the
Required Lenders shall have the right to appoint from among the Lenders a
successor Administrative Agent.  If no successor Administrative Agent
shall have been so appointed by the Required Lenders and accepted such
appointment in writing within 30 days after the retiring Administrative Agent’s
giving of notice of resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, which successor
Administrative Agent shall be a commercial bank organized under the laws of the
United States of America or any State thereof and having a combined capital,
surplus, and undivided profits of at least $100,000,000.

     

    (b) If (i)
the Administrative Agent shall be grossly negligent in the performance of its
material duties and obligations under this Agreement or engage in willful
misconduct concerning any such material duties and obligations, or (ii) a
receiver of the Administrative Agent or its property shall be appointed by any
court or governmental agency having jurisdiction over the Administrative Agent,
then, in either such case, the Required Lenders may by written notice to the
Administrative Agent, remove the Administrative Agent as Administrative Agent
hereunder, said removal to be effective as of the date set forth in such
notice.  The Lenders agree that prior to exercising any of their
rights under this subsection (b), arrangements shall be made in accordance with
this subsection (b) for the appointment of a successor agent to act as
Administrative Agent under this Agreement from the date of such
removal.  Any such successor Administrative Agent shall be appointed
as follows: either (i) from among the Lenders, with the consent of the Borrower,
which consent shall not be unreasonably withheld, or (ii) if no successor
Administrative Agent shall have been appointed from among the Lenders, then the
Required Lenders may, on behalf of the Lenders, upon prior consultation with the
Borrower, appoint a successor Administrative Agent, which successor
Administrative Agent shall be a commercial bank organized under the laws of the
United States of America or any State thereof and having a combined capital,
surplus, and undivided profits of at least $100,000,000.

     

     

    
      
        
        

      

      
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    (c) If at any
time the Administrative Agent (or any of its Affiliates), as a Lender, shall
cease to have a Commitment Amount (meaning that such Commitment Amount is zero),
and there does not exist at such time any Default, (i) the Borrower, by written
notice to the Administrative Agent, or (ii) the Required Lenders, by written
notice to the Administrative Agent and the Borrower, may remove the
Administrative Agent as Administrative Agent hereunder, said removal to be
effective upon the earlier of the written acceptance of the duties of the
Administrative Agent under the Loan Documents by a successor Administrative
Agent.  The Borrower and the Lenders agree that prior to exercising
any of their rights under this subsection (b), arrangements shall be made in
accordance with this subsection (c) for the appointment of a successor agent to
act as Administrative Agent under this Agreement from the date of such
removal.  Any such successor Administrative Agent shall be appointed
as follows: either (i) from among the Lenders, with the consent of the Borrower,
which consent shall not be unreasonably withheld, or (ii) if no successor
Administrative Agent shall have been appointed from among the Lenders, then the
Required Lenders may, on behalf of the Lenders, upon prior consultation with the
Borrower, appoint a successor Administrative Agent, which successor
Administrative Agent shall be a commercial bank organized under the laws of the
United States of America or any State thereof and having a combined capital,
surplus, and undivided profits of at least $100,000,000.

     

    (d) Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring or removed Administrative
Agent’s rights, powers, privileges and duties as Administrative Agent under the
Loan Documents shall be terminated.  The Borrower and the Lenders
shall execute such documents as shall be necessary to effect such
appointment.  After any retiring or removed Administrative Agent’s
resignation as Administrative Agent, the provisions of the Loan Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under the Loan Documents.  If at any time
there shall not be a duly appointed and acting Administrative Agent, the
Borrower agrees to make each payment due under the Loan Documents directly to
the Lenders entitled thereto during such time.

     

    
      	
              11.  

            	
              OTHER
      PROVISIONS.

            


    

     

    11.1. Amendments and
Waivers.

     

    With the
written consent of the Required Lenders, the Administrative Agent and the
Borrower may, from time to time, enter into written amendments, supplements or
modifications of the Loan Documents and, with the consent of the Required
Lenders, the Administrative Agent on behalf of the Lenders may execute and
deliver to any such parties a written instrument waiving or a consent to a
departure from, on such terms and conditions as the Administrative Agent or the
Required Lenders may specify in such instrument, any of the requirements of the
Loan Documents or any Default and its consequences; provided, however, that no
such amendment, supplement, modification, waiver or consent shall, without the
consent of all of the Lenders:  (i) change the Commitment of any
Lender or the Total Commitment Amount, (ii) extend the Revolving Credit
Termination Date, except as contemplated by Section 2.19; (iii) decrease the
rate, or extend the time of payment, of interest of, or extend the date
of

     

    
      
        
        

      

      
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      payment
of, or change or forgive the principal amount of, any Loan, or change the
requirement that payments and prepayments of principal of, and payments of
interest on, the Notes be made pro rata to the Lenders on the basis of the
outstanding principal amount of the Loans, (iv) release any Subsidiary Guarantor
from its obligations under the Guaranty, (v) amend the definition of “Required
Lender”, (vi) amend any provision of this Agreement or any Loan Document
pertaining to the consent of the Lenders which provision by its terms requires
the consent of all Lenders, (vii) amend the definitions of “Applicable Margin”
or “Applicable Commitment Fee Percentage,” or (viii) change the provisions of
Section 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.16, 3.1, 8.11, 8.12, 8.13, 8.14,
8.15, 8.16, 11.1, 11.5 or 11.11; and provided further that no change of Section
2.7 may be effected without the consent of the Issuing Bank; and provided
further that no such amendment, supplement, modification, waiver or consent
shall amend, modify, waive or consent to a departure from any provision of
Section 10 or otherwise change any of the rights or obligations of the
Administrative Agent under the Loan Documents without the written consent of the
Administrative Agent.  The Administrative Agent shall cause a copy of
each written request for such an amendment, supplement or modification delivered
by the Borrower to it to be delivered to each Lender.  Any such
amendment, supplement, modification, waiver or consent shall apply equally to
each of the Lenders and shall be binding upon the parties to the applicable
agreement, the Lenders, the Administrative Agent and all future holders of the
Notes.  In the case of any waiver, the parties to the applicable
agreement, the Lenders and the Administrative Agent shall be restored to their
former position and rights under the Loan Documents, and any Default waived
shall not extend to any subsequent or other Default, or impair any right
consequent thereon.

    

     

     

    11.2. Notices.

     

    All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by hand, or if
sent by certified mail (return receipt requested), when the return receipt is
signed on behalf of the party to whom such notice is given, or in the case of
telecopier notice, when sent, or if sent by overnight nationwide commercial
courier, the Business Day following the date such notice is deposited with said
courier, and in any case addressed as follows in the case of the Borrower or the
Administrative Agent, and at the Domestic Lending Office in the case of each
Lender, or to such other addresses as to which the Administrative Agent may be
hereafter notified by the respective parties hereto or any future holders of the
Notes:

                The
Borrower:

                

                Urstadt Biddle
Properties Inc.

                321 Railroad
Avenue

                Greenwich,
Connecticut 06830

                Attention:    Willing L.
Biddle

                           President & Chief
Operating Officer

                Telephone:           (203)
863-8206

                Telecopy:             (203)
861-6755

     

     

    
      
        
        

      

      
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    with a
copy to:

                

                Urstadt Biddle
Properties Inc.

                321 Railroad
Avenue

                Greenwich,
Connecticut 06830

                Attention:                 Thomas
Myers

                            Senior
Vice President & Co-Counsel

                Telephone:                (203)
863-8206

                Telecopy:                  (203)
861-6755

     

                The Administrative
Agent:

     

                The Bank of New
York

                One Wall
Street

                21st
Floor

                New York, New York
10286

                Attention:      Kenneth McDonnell

                            Vice
President

                Telephone:    
           (212)
635-1066

                Telecopy:                  (212)
809-9526

     

                with a copy
to:

     

                The Bank of New
York

                One Wall
Street

                Agency Function
Administration

                18th
Floor

                New York, New York
10286

                Attention:                 Sandra
Morgan

                           Agency Function
Administrator

                Telephone:               (212)
635-4692

                Telecopy:     
            (212)
635-6365

     

                with a copy
to:

     

                Emmet, Marvin &
Martin, LLP

                120 Broadway, 32nd
Floor

                New York, New York
10271

                Attention:  
             Julian
A. McQuiston, Esq.

                Telephone:              (212)
238-3024

                Telecopy:                 (212)
238-3100

     

    11.3. No Waiver; Cumulative
Remedies.

     

    No
failure to exercise and no delay in exercising any right, remedy, power or
privilege under any Loan Document shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege under
any Loan Document preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.  

     

    
      
        
        

      

      
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      The
rights, remedies, powers and privileges under the Loan Documents are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by
law.

    

     

    11.4. Survival of Representations
and Warranties.

     

    All
representations and warranties made under the Loan Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
therewith shall survive the execution and delivery of the Loan
Documents.  After the termination of this Agreement in accordance with
its terms, without any extension thereof, the payment in full of all obligations
of the Borrower under the Loan Documents and the expiration of any obligations
of the Borrower hereunder which survive the termination of this Agreement, the
Borrower shall have no liability to the Lenders under such representations and
warranties, except that the foregoing shall not apply with respect to any claim,
action or proceeding made or brought under any such representations or
warranties prior to such termination or payment.

     

    11.5. Payment of Expenses and
Taxes.

     

    The
Borrower agrees, promptly upon presentation of a statement or invoice therefor,
and whether any Loan is made (i) to pay or reimburse each Credit Party for all
of its out-of-pocket costs and expenses reasonably incurred in connection with
the development, preparation, negotiation and execution of the Loan Documents,
the syndication of the loan transaction evidenced by this Agreement (whether or
not such syndication is completed) and any amendment, supplement or modification
hereto (whether or not executed), any documents prepared in connection therewith
and the consummation of the transactions contemplated thereby, including,
without limitation, the reasonable fees and disbursements of Special Counsel,
(ii) to pay or reimburse each Credit Party for all of its respective costs and
expenses, including, without limitation, reasonable fees and disbursements of
counsel, incurred in connection with (x) any Default and any enforcement or
collection proceedings resulting therefrom (including, without limitation, any
costs incurred after the entry of judgment in an attempt to collect money due in
the judgment) or in connection with the negotiation of any restructuring or
“work-out” (whether consummated or not) of the obligations of the Borrower under
any of the Loan Documents and (y) the enforcement of this Section, (iii) to pay,
and indemnify and hold harmless each Credit Party from and against, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other similar taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Loan Documents and any such other
documents, and (iv) to pay, and indemnify and hold harmless each Credit Party
and each of their respective officers, directors, employees, affiliates, agents,
controlling persons and attorneys (as used in this Section, each an “Indemnified Person”)
from and against, any and all other liabilities, obligations, claims, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, reasonable
counsel fees and disbursements) with respect to any claim, investigation or
proceeding from any third party relating to this Agreement or the other Loan
Documents, including the enforcement and performance of the Loan Documents and
the use of the proceeds of the Loans (all the foregoing, collectively, the
“indemnified
liabilities”), whether or not any such indemnified person is a party to
this Agreement or the other Loan Documents, and to

     

    
      
        
        

      

      
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      reimburse
each indemnified person for all legal and other expenses incurred in connection
with investigating or defending any indemnified liabilities, and, if and to the
extent that the foregoing indemnity may be unenforceable for any reason, the
Borrower agrees to make the maximum payment permitted or not prohibited under
applicable law; provided, however, that the Borrower shall have no obligation
hereunder to pay indemnified liabilities to any Credit Party arising from (A)
the gross negligence or willful misconduct of such Credit Party or (B) disputes
solely between the Credit Parties and which are not related to any act or
failure to act on the part of the Borrower or the failure of the Borrower to
perform any of its obligations under this Agreement or the other Loan
Documents.  The obligations of the Borrower under this Section shall
survive the termination of this Agreement and the Commitments and the payment of
the Notes and all other amounts payable under the Loan
Documents.

    

     

    11.6. Lending
Offices.

     

    Each
Lender shall have the right at any time and from time to time to transfer its
Loans to a different office, provided that such Lender shall promptly notify the
Administrative Agent and the Borrower of any such change of
office.  Such office shall thereupon become such Lender’s Domestic
Lending Office or Eurodollar Lending Office, as the case may be.

     

    11.7. Successors and
Assigns.

     

    (a) The Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Issuing Bank, the Administrative Agent, all future holders of the
Notes and their respective successors and assigns, except that the Borrower may
not assign, delegate or transfer any of its rights or obligations under the Loan
Documents without the prior written consent of the Administrative Agent and all
of the Lenders.

     

    (b) Each
Lender shall have the right at any time, upon written notice to the
Administrative Agent of its intent to do so, to sell, assign, transfer or
negotiate all or any part of such Lender’s rights and/or obligations under the
Loan Documents to one or more of its Affiliates, to one or more of the other
Lenders (or to Affiliates of such other Lenders) or, with the prior written
consent of the Borrower, the Administrative Agent and the Issuing Bank (which
consent, from each of them, shall not be unreasonably withheld or delayed and
shall not be required from the Borrower upon the occurrence and during the
continuance of an Event of Default), to sell, assign, transfer or negotiate all
or any part of such Lender’s rights and obligations under the Loan Documents to
any other bank, insurance company, pension fund, mutual fund or other financial
institution which, in any event, has GAAP assets in an amount equal to no less
than $3,000,000,000, provided that (i) any such sale, assignment, transfer or
negotiation shall, if less than all of such Lender’s rights and obligations
under the Loan Documents, be in a minimum amount of $5,000,000, unless otherwise
consented to by the Administrative Agent, and (ii) there shall be paid to the
Administrative Agent by the assigning Lender a fee (the “Assignment Fee”) of
$3,500 in connection with each such sale, assignment, transfer or
negotiation.  For each assignment, the parties to such assignment
shall execute and deliver to the Administrative Agent for its acceptance and
recording an Assignment and Assumption Agreement.  Upon such
execution, delivery, acceptance and recording by the Administrative Agent, from
and after the effective date specified in such Assignment and Assumption
Agreement, the assignee thereunder shall be a party hereto and, to the extent


     

     

    
      
        
        

      

      
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      provided
in such Assignment and Assumption Agreement, the assignor Lender thereunder
shall be released from its obligations under the Loan Documents.  The
Borrower agrees upon written request of the Administrative Agent and at the
Borrower’s expense to execute and deliver (1) to such assignee, a Note, dated
the effective date of such Assignment and Assumption Agreement, in a principal
amount equal to the Loans assigned to, and Commitment assumed by, such assignee
and (2) to such assignor Lender, a Note, dated the effective date of such
Assignment and Assumption Agreement, in a principal amount equal to the balance
of such assignor Lender’s Loans and Commitment, if any, and each assignor Lender
shall cancel and return to the Borrower its existing Note. Upon any such sale,
assignment or other transfer, the Commitment Amounts set forth in Exhibit C shall be
adjusted accordingly by the Administrative Agent and a new Exhibit C shall be
distributed by the Administrative Agent to the Borrower and each
Lender.

    

     

    (c) Each
Lender may grant participations in all or any part of its Loans, its Note and
its Commitment to one or more banks, insurance companies, financial
institutions, pension funds or mutual funds, provided that (i) such Lender’s
obligations under the Loan Documents shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties to the Loan Documents for
the performance of such obligations, (iii) the Borrower, the Administrative
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 the Loan
Documents, (iv) no sub-participations shall be permitted and (v) the voting
rights of any holder of any participation shall be limited to decisions that
only do any of the following: (A) subject the participant to any additional
obligation, (B) reduce the principal of, or interest on, the Notes or any fees
or other amounts payable hereunder, and (C) postpone any date fixed for the
payment of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder.  The Borrower acknowledges and agrees that any such
participant shall for purposes of Sections 2.11, 2.12, 2.13, 2.14, and 2.16 be
deemed to be a “Lender”; provided, however, the Borrower shall not, at any time,
be obligated to pay any participant in any interest of any Lender hereunder any
sum in excess of the sum which the Borrower would have been obligated to pay to
such Lender in respect of such interest had such Lender not sold such
participation.

     

    (d) If (i)
any assignment made pursuant to paragraph (b) above or (ii) any participation
granted pursuant to paragraph (c) above, shall be made to any Person that is
organized under the laws of any jurisdiction other than the United States of
America or any State thereof, such Person shall furnish such certificates,
documents or other evidence to the Borrower and the Administrative Agent, in the
case of clause (i) and to the Borrower and the Lender which sold such
participation in the case of clause (ii), as shall be required by Section
2.11(b) to evidence such Person’s exemption from U.S. withholding taxes with
respect to any payments under or pursuant to the Loan Documents because such
Person is eligible for the benefits of a tax treaty which provides for a 0% rate
of tax on any payments under the Loan Documents or because any such payments to
such Person are effectively connected with the conduct by such Person of a trade
or business in the United States.

     

    (e) No Lender
shall, as between and among the Borrower, the Administrative Agent and such
Lender, be relieved of any of its obligations under the Loan Documents as a
result of any sale, assignment, transfer or negotiation of, or granting of
participations in, all or any part of its Loans, its Commitment or its Note,
except that a Lender shall be relieved of its obligations to the extent of any
such sale, assignment, transfer, or negotiation of all or any part of its Loans,
its Commitment or its Note pursuant to paragraph (b) above.

     

    
      
        
        

      

      
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    (f) Notwithstanding
anything to the contrary contained in this Section, any Lender may at any time
or from time to time assign all or any portion of its rights under the Loan
Documents to a Federal Reserve Bank, provided that any such assignment shall not
release such assignor from its obligations thereunder.

     

    11.8. Counterparts.

     

    Each Loan
Document (other than the Notes) may be executed by one or more of the parties
thereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
document.  It shall not be necessary in making proof of any Loan
Document to produce or account for more than one counterpart signed by the party
to be charged.  A telecopied counterpart of any Loan Document or to
any document evidencing, and of any amendment, modification, consent or waiver
to or of any Loan Document, shall be deemed to be an originally executed
counterpart.  A set of the copies of the Loan Documents signed by all
the parties thereto shall be deposited with each of the Borrower and the
Administrative Agent.  Any party to a Loan Document may rely upon the
signatures of any other party thereto which are transmitted by telecopier or
other electronic means to the same extent as if originally signed.

     

    11.9. Adjustments;
Set-off.

     

    (a) If any
Lender (a “Benefited
Lender”) shall at any time receive any payment of all or any part of its
Loans or participations in LC Disbursements or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 9.1(h) or
(i), or otherwise) in a greater proportion than any such payment to and
collateral received by any other Lender in respect of such other Lender’s Loans
or participations in LC Disbursements, or interest thereon, such Benefited
Lender shall purchase for cash from each of the other Lenders such portion of
each such other Lender’s Loans and participations in LC Disbursements, and shall
provide each of such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders, provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest, unless the Benefited
Lender is required to pay interest on such recovery to the person recovering the
same, in which case with interest thereon, computed at the same rate, and on the
same basis, as the interest that the Benefited Lender is required to pay.  The Borrower agrees
that each Lender so purchasing a portion of another Lender’s Loans or
participations in LC Disbursements may exercise all rights of payment
(including, without limitation, rights of set-off, to the extent not prohibited
by law) with respect to such portion as fully as if such Lender were the direct
holder of such portion.

     

    (b) In
addition to any rights and remedies of the Lenders provided by law, upon the
occurrence and during the continuance of an Event of Default, each Lender shall
have 

     

    
      
        
        

      

      
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      the
right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent not prohibited by applicable law, to set
off and apply against any indebtedness, whether matured or unmatured, of the
Borrower to such Lender, any amount owing from such Lender to the Borrower, at,
or at any time after, the happening of any of the above-mentioned
events.  To the extent not prohibited by applicable law, the aforesaid
right of set-off may be exercised by such Lender against the Borrower or against
any trustee in bankruptcy, custodian, debtor in possession, assignee for the
benefit of creditors, receiver, or execution, judgment or attachment creditor of
the Borrower, or against anyone else claiming through or against the Borrower or
such trustee in bankruptcy, custodian, debtor in possession, assignee for the
benefit of creditors, receivers, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition, assignment for the
benefit of creditors, appointment or application for the appointment of a
receiver, or issuance of execution, subpoena, order or warrant.  Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender, provided that the failure
to give such notice shall not affect the validity of such set-off and
application.

    

     

    11.10. Lenders’
Representations.

     

    Each
Lender represents to the Administrative Agent that, in acquiring its Note, it is
acquiring the same for its own account for the purpose of investment and not
with a view to selling the same in connection with any distribution thereof,
provided that the disposition of each Lender’s own Property shall at all times
be and remain within its control.

     

    11.11. Indemnity.

     

    The
Borrower agrees to indemnify and hold harmless each Credit Party and its
affiliates, directors, officers, employees, affiliates, agents, controlling
persons and attorneys (each an “Indemnified Person”)
from and against any loss, cost, liability, damage or expense (including the
reasonable fees and disbursements of counsel of such Indemnified Person,
including all local counsel hired by any such counsel) incurred by such
Indemnified Person in investigating, preparing for, defending against, or
providing evidence, producing documents or taking any other action in respect
of, any commenced or threatened litigation, administrative proceeding or
investigation under any federal securities or tax laws or any other statute of
any jurisdiction, or any regulation, or at common law or otherwise, which is
alleged to arise out of or is based upon:  (i) any untrue statement of
any material fact by the Borrower in any document or schedule executed or filed
with any Governmental Authority by or on behalf of the Borrower; (ii) any
omission to state any material fact required to be stated in such document or
schedule, or necessary to make the statements made therein, in light of the
circumstances under which made, not misleading; or (iii) any acts, practices or
omissions of the Borrower or its agents relating to the use of the proceeds of
any or all borrowings made by the Borrower which are alleged to be in violation
of Section 2.15, or in violation of any federal securities or tax laws or of any
other statute, regulation or other law of any jurisdiction applicable thereto,
whether or not such Indemnified Person is a party thereto.  The
indemnity set forth herein shall be in addition to any other obligations,
liabilities or other indemnifications of the Borrower to each Indemnified Person
under the Loan Documents or at common law or otherwise, and shall survive any


     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

       

      termination
of the Loan Documents, the expiration of the Commitments and the payment of all
indebtedness of the Borrower under the Loan Documents, provided that the
Borrower shall have no obligation under this Section to an Indemnified Person
with respect to any of the foregoing to the extent found in a final judgment of
a court having jurisdiction to have resulted primarily out of the gross
negligence or willful misconduct of such Indemnified Person or arising solely
from claims between one such Indemnified Person and another such Indemnified
Person.

    

     

    11.12. Governing
Law.

     

    The Loan
Documents and the rights and obligations of the parties thereunder shall be
governed by, and construed and interpreted in accordance with, the internal laws
of the State of New York, without regard to principles of conflict of
laws.

     

    11.13. Headings
Descriptive.

     

    Section
headings have been inserted in the Loan Documents for convenience only and shall
not be construed to be a part thereof.

     

    11.14. Severability.

     

    Every
provision of the Loan Documents is intended to be severable, and if any term or
provision thereof shall be invalid, illegal or unenforceable for any reason, the
validity, legality and enforceability of the remaining provisions thereof shall
not be affected or impaired thereby, and any invalidity, illegality or
unenforceability in any jurisdiction shall not affect the validity, legality or
enforceability of any such term or provision in any other
jurisdiction.

     

    11.15. Integration.

     

    All
exhibits to a Loan Document shall be deemed to be a part thereof.  The
Loan Documents embody the entire agreement and understanding among the Borrower,
the Administrative Agent and the Lenders with respect to the subject matter
thereof and supersede all prior agreements and understandings among the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter thereof.

     

    11.16. Consent to
Jurisdiction.

     

    The
Borrower hereby irrevocably submits to the jurisdiction of any New York State or
Federal court sitting in the City of New York over any suit, action or
proceeding arising out of or relating to the Loan Documents.  The
Borrower hereby irrevocably waives, to the fullest extent permitted or not
prohibited by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum.

     

    11.17. Service of
Process.

     

    The
Borrower hereby agrees that process may be served against it in any suit, action
or proceeding referred to in Section 11.16 by sending the same by first class
mail, return receipt requested or by overnight courier service, to the address
of the Borrower set forth in Section 11.2 or in the applicable Loan Document
executed by the Borrower.  The Borrower hereby agrees that any such
service (i) shall be deemed in every respect effective service of process upon
it in any such suit, action, or proceeding, and (ii) shall to the fullest extent
enforceable by law, be taken and held to be valid personal service upon and
personal delivery to it.

     

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    11.18. No Limitation on Service or
Suit.

     

    Nothing
in the Loan Documents or any modification, waiver, consent or amendment thereto
shall affect the right of the Administrative Agent or any Lender to serve
process in any manner permitted by law or limit the right of the Administrative
Agent or any Lender to bring proceedings against the Borrower in the courts of
any jurisdiction or jurisdictions in which the Borrower may be
served.

     

    11.19. WAIVER OF TRIAL BY
JURY.

     

    THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN.  FURTHER, THE
BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE
AGENT, THE LENDERS, OR COUNSEL TO THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE
LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER
OF RIGHT TO JURY TRIAL PROVISION.  THE BORROWER ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, INTER ALIA, THE PROVISIONS
OF THIS SECTION.

     

    11.20. Confidentiality.

     

    Each of
the Administrative Agent and the Lenders agrees to maintain the confidentiality
of Confidential Information (as defined below) received by it from time to time,
except that Confidential Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Confidential Information and will agree to keep such Confidential Information
confidential), (b) to the extent required by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process and promptly after receipt thereof notify the Borrower of
the receipt of such subpoena or other legal process, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this section, and upon prior notice to the
Borrower, to any assignee or participant of any of the Lenders or any successor
Administrative Agent of any of its respective

     

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

       

      rights or
obligations under this Agreement, (g) with the consent of the Borrower, or (h)
to the extent such Confidential Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower or Subsidiary.  For the purposes of this Section,
“Confidential
Information” means any of the following received from the Borrower or any
Subsidiary:  (A) financial information, projections and reports
relating to the Borrower or any Subsidiary or any of their Property, including,
without limitation, information delivered pursuant to Section 7.9; (B)
information on proposed acquisitions by the Borrower or any Subsidiary; and (C)
other information relating to the Borrower’s or any Subsidiary’s business which
the Borrower or such Subsidiary has identified in writing as being confidential;
provided that in the case of (A), (B) or (C) any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Borrower or a Subsidiary shall not be Confidential
Information.

    

     

    11.21. Patriot
Act.

     

    The
Administrative Agent and the Lenders hereby notify the Borrower that, pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Patriot Act”), the
Administrative Agent and the Lenders are required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow them to
identify the Borrower in accordance with the Patriot Act.  The Borrower
agrees to provide to the Administrative Agent and the Lenders promptly after any
request by the Administrative Agent or any Lender, such information as the
Administrative Agent or the Lenders shall require for purposes of complying with
the requirements of the Patriot Act, the federal regulations issued pursuant to
the Patriot Act and any customer identification program established by the
Administrative Agent or a Lender pursuant to the Patriot Act and such
regulations.

     

    [Remainder
of Page Intentionally Blank.  Signature Pages Follow]

     

    


    
      
        
           


        

        
          72

          
            

          

        

        
           


        

      

    

    


    


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

     

    URSTADT
BIDDLE PROPERTIES INC.

     

    
      	
               
      

            	
              
                By: /s/ Willing L.
      Biddle
Willing L. Biddle

                President

              

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     [Signature
page to February 2008

    Urstadt
Biddle Credit Agreement continued]

     

    THE BANK
OF NEW YORK,

                                    as Administrative
Agent and a Lender

     

    
      	
               
      

            	
              
                By: /s/ Kenneth R.
      McDonnell
Name: Kenneth R. McDonnell

                Title:
      Vice President

              

            


    

     

    
 

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     [Signature
page to February 2008

    Urstadt
Biddle Credit Agreement continued]

     

    WELLS
FARGO BANK, N. A.

     

    as
Documentation Agent and a Lender

     

     

    
      	
               
      

            	
              
                By: /s/ Kimberly A.
      Dail
Name: Kimberly A. Dail

                Title:
      Senior Vice President

              

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    to Credit
Agreement

     

    FORM OF ASSIGNMENT AND
ASSUMPTION AGREEMENT

     

    This
Assignment and Assumption Agreement is made and entered into as of _____ __,
200_, by and between ____________ (the “Assignor”) and
____________ (the “Assignee”).

     

    R E C I T A L S

     

    A.           The
Assignor, certain other lenders (together with any prior assignees, the “Lenders”), and THE
BANK OF NEW YORK, as administrative agent (the “Administrative
Agent”), are parties to that certain Credit Agreement dated as of
February 11, 2008 (as amended from time to time, the “Credit Agreement”)
with URSTADT BIDDLE PROPERTIES INC., a Maryland corporation (the “Borrower”).  Pursuant
to the Credit Agreement, the Lenders agreed to make Loans and issue or
participate in Letters of Credit.  The amount of the Assignor’s
Commitment (before giving effect to this Assignment) is specified in Item 1 of
Schedule 1 hereto.  The outstanding principal amount of the Assignor’s
Loans under its Commitment and its pro-rate share of LC Exposure (before giving
effect to this Assignment) is specified in Item 2 of Schedule 1
hereto.  All capitalized terms not otherwise defined herein are used
herein as defined in the Credit Agreement.

     

    B.           The
Assignor wishes to sell and assign to the Assignee, and the Assignee wishes to
purchase and assume from the Assignor, (i) the portion of the Assignor’s
Commitment specified in Item 3 of Schedule 1 hereto (the “Assigned Commitment”)
and (ii) the portion of the Assignor’s Loans specified in Item 5 of Schedule 1
hereto (collectively, the “Assigned
Loans”).  Assignee is also hereby acquiring a percentage of the
LC Exposure set forth equal to the percentage set forth in Item 4(a) of Schedule
1 hereto (the “Assigned LC
Exposure”).

     

    The
parties agree as follows:

     

    1.           Assignment.  Subject
to the terms and conditions set forth herein and in the Credit Agreement, the
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, without recourse to the Assignor, on
the date set forth above (the “Assignment Date”) (a)
all  right, title and interest of the Assignor to the Assigned Loans
and (b) all obligations of the Assignor under the Credit Agreement with respect
to the Assigned Commitment and as a “Lender” thereunder, including, without
limitation, the Assigned LC Exposure.  As full consideration for the
sale of the Assigned Loans and the Assigned Commitments, the Assignee shall pay
to the Assignor on the Assignment Date the principal amount of the Assigned
Loans (the “Purchase
Price”).

     

    2.           Representation and
Warranties.  Each of the Assignor and the Assignee represents
and warrants to the other that (a) it has full power and legal right to execute
and deliver this Agreement and to perform the provisions of this Agreement; (b)
the execution, delivery and performance of this Agreement have been authorized
by all action, corporate or otherwise, and do not violate any provisions of its
charter or by-laws or any contractual obligations or requirement of law binding
on it; and (c) this Agreement constitutes a legal, valid and binding obligation
of it, enforceable against it in accordance with its terms.

     

    A-1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Condition
Precedent.  The obligations of the Assignor and the Assignee
hereunder shall be subject to the fulfillment of the condition that the Assignor
shall have (a) received payment in full of the Purchase Price, and (b) complied
with the other applicable provisions of Section 11.7 of the Credit
Agreement.

     

    4.           Notice of
Assignment.  The Assignor agrees to give notice of the
assignment and assumption of the Assigned Loans and the Assigned Commitment to
the Administrative Agent and the Borrower and hereby instructs the
Administrative Agent and the Borrower to make all payments with respect to the
Assigned Loans and the Assigned Commitment directly to the Assignee at the
applicable Lending Offices specified in Item 6 on Schedule 1 hereto, or to the
Administrative Agent for the account of the Assignee as a Lender (in either
case, as required by the terms of the Credit Agreement); provided, however, that
the Borrower and the Administrative Agent shall be entitled to continue to deal
solely and directly with the Assignor in connection with the interests so
assigned until the Administrative Agent and the Borrower, to the extent required
by Section 11.7 of the Credit Agreement, shall have received notice of the
assignment, the Borrower and the Administrative Agent, to the extent required by
Section 11.7 of the Credit Agreement, shall have consented in writing
thereto, and the Administrative Agent shall have recorded and accepted this
Agreement and received the Assignment Fee required to be paid pursuant to
Section 11.7 of the Credit Agreement.  From and after the date (the
“Assignment Effective
Date”) on which the Administrative Agent shall notify the Borrower and
the Assignor that the requirements set forth in the foregoing sentence shall
have occurred and all consents (if any) required shall have been given, (i) the
Assignee shall be deemed to be a  party to the Credit Agreement and,
to the extent that rights and obligations thereunder shall have been assigned to
Assignee as provided in such notice of assignment to the Administrative Agent,
shall have the rights and obligations of a Lender under the Credit Agreement,
and (ii) the Assignee shall be deemed to have appointed the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental
thereto.  The Assignee agrees that the provisions of Section 10 of the
Credit Agreement are hereby incorporated into this Agreement by this reference,
as if fully set forth herein at length.  After the Assignment
Effective Date, the Administrative Agent shall make all payments in respect of
the interest assigned hereby (including payments of principal, interest, fees
and other amounts) to the Assignee.  The Assignor and Assignee shall
make all appropriate adjustments in payment under the Assigned Loans and the
Assigned Commitment for periods prior to the Assignment Effective Date hereof
directly between themselves.  The Assignee agrees to deliver to the
Borrower and the Administrative Agent such Internal Revenue Service forms as may
be required to establish that the Assignee is entitled to receive payments under
the Credit Agreement without deduction or withholding of tax.

     

    5.           Independent
Investigation.  The Assignee acknowledges that it is purchasing
the Assigned Loans and the Assigned Commitment from the Assignor totally without
recourse to the Assignor and, except as provided in Section 2 hereof, without
representation or warranty by the Assignor.  The Assignee further
acknowledges that it has made its own independent investigation and credit
evaluation of the Borrower in connection with its purchase of the Assigned Loans
and 

     

    A-2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      the
Assigned Commitment.  Except for the representations or warranties set
forth in Section 2 hereof, the Assignee acknowledges that it is not relying on
any representation or warranty of the Assignor, expressed or implied, including
without limitation, any representation or warranty relating to the legality,
validity, genuineness, enforceability, collectibility, interest rate, repayment
schedule or accrual status of the Assigned Loans or the Assigned Commitment, the
legality, validity, genuineness or enforceability of the Credit Agreement, the
related Facility Notes, or any other Loan Document referred to in or delivered
pursuant to the Credit Agreement, or the financial condition or creditworthiness
of the Borrower or any other Person.  The Assignor has not and will
not be acting as either the representative, agent or trustee of the Assignee
with respect to matters arising out of or relating to the Credit Agreement or
this Agreement.  From and after the Assignment Effective Date, unless
this Assignment is less than all of the Assignor’s Commitment, the Assignor
shall have no rights or obligations with respect to the Assigned Loans or the
Assigned Commitment except under Sections 2.11, 2.13, 2.16, 11.5 and 11.11 of
the Credit Agreement for the period prior to the Assignment Effective
Date.

    

     

    6.           Consent of the Borrower and
Administrative Agent; Exchange of Facility Notes. Pursuant to the
provisions of Section 11.7 of the Credit Agreement, and to the extent required
thereby, the Borrower and Administrative Agent, by signing below, consent to
this Agreement and to the assignment contemplated herein.  The
Borrower further agrees to execute and deliver:

     

    (a)           to
the Assignee, a Note, in a principal amount of $____________.

     

    (b)           to
the Assignor, a Note, in a principal amount of [insert “0” if entire
Commitments/Loans are being assigned] $_____________

     

    At the
request of the Borrower, the Lender whose obligations under its Note have been
fully paid or who has received a replacement Note pursuant to the foregoing,
shall promptly return to the Borrower its Note or superseded Note, as the case
may be, marked “paid” or shall deliver other evidence that such Lender has
received full payment of such obligations or a replacement Note in respect of
such superseded Note.

     

    7.           Method of
Payment.  All payments to be made by either party hereunder
shall be in funds available at the place of payment on the same day and shall be
made by wire transfer to the account designated by the party to receive
payment.

     

    8.           Integration.  This
Agreement shall supersede any prior agreement or understanding between the
parties (other than the Credit Agreement) as to the subject matter
hereof.

     

    9.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and shall be binding upon both parties, their
successors and assigns.

     

    10.           Headings.  Section
headings have been inserted herein for convenience only and shall not be
construed to be a part hereof.

     

    11.           Amendments;
Waivers.  This Agreement may not be amended, changed, waived or
modified except by a writing executed by the parties hereto, and may not be
amended, 

     

    A-3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      changed,
waived or modified in any manner inconsistent with Section  11.7 of
the Credit Agreement without the prior written consent of the Administrative
Agent.

    

     

    12.           Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

     

    [ASSIGNOR]

     

    By:
__________________________________

     

    Title:
_________________________________

     

    [ASSIGNEE]

     

    By:
__________________________________

     

    Title:
_________________________________

     

    A-4


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Consented
to:

    URSTADT
BIDDLE PROPERTIES, INC.

     

    By:
___________________________

     

    Title:
___________________________

     

    THE BANK
OF NEW YORK,

     

    as
Administrative Agent

     

    By:
___________________________

     

    Title:
___________________________

     

     

    A-5


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SCHEDULE
1

     

    TO

     

    ASSIGNMENT AND ASSUMPTION
AGREEMENT

     

    
      	
               

              ITEM NO.

            	
              COMMITMENTS/LOANS/

              ADVANCES

            	
              AMOUNT/

              PERCENTAGE

            
	
              Item
      1

            	
              Assignor’s
      Commitment

            	
              $___________

            
	
              Item
      2

            	
              Assignor’s
      Loans consisting of:

            	 
      
	 
      	
              Alternate
      Base Rate Advances

            	
              $___________

            
	 
      	
              Eurodollar
      Advances

            	
              $___________

            
	 
      	
              Pro-Rata
      Share of LC Exposure

            	
              $___________

            
	
              Item
      3

            	
              Amount
      of Assigned Commitment

            	
               

              $___________

            
	
              Item
      4

            	
              (a)Percentage
      of Commitments assigned as a percentage of the Aggregate Commitments of
      all Lenders:

            	
               

               

               

              ___________%

            
	 
      	
              (b)Percentage
      of Commitments retained as a percentage of the Aggregate Commitments of
      all Lenders:

            	
               

               

              ___________%

            
	
              Item
      5

            	
              Amount
      of Assigned Loans

              consisting
      of:

            	 
      
	 
      	
              Alternate
      Base Rate Advances

              Eurodollar
      Advances

            	
              $___________

              $___________

            
	
              Item
      6.

            	
              Applicable
      Lending Offices

              of
      Assignee and Address for

              Notices
      pursuant to Section

              11.2
      of the Credit Agreement

            	 
      
	 
      	
              Applicable
      Lending Office for Alternate Base Rate

            	
              Applicable
      Lending Office for Eurodollar Loans

            	
              Address
      for Notices

            
	 
      	
              _____________________

              _____________________

            	
              _____________________

              _____________________

            	
              ________________

              ________________

            
	 
      	
              Attention:

              Telephone:

              Telecopier:

            	
              Attention:

              Telephone:

              Telecopier:

            	
              Attention:

              Telephone:

              Telecopier:

            


    

     

    A-6


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM OF BORROWING
REQUEST

     

    _______
__, _____

     

    The Bank
of New York, as Administrative Agent

     

    One Wall
Street

     

    New York,
New York 10286

     

    Attention:              ________________,

     

    ________________

     

    
      	
               
      

            	
              Re:

            	
              Credit
      Agreement, dated as of February 11, 2008, by and among URSTADT BIDDLE
      PROPERTIES INC. (the “Borrower”), the
      signatory Lenders thereto, and THE BANK OF NEW YORK, as Administrative
      Agent (as amended from time to time, the “Agreement”)

            


    

     

    Capitalized
terms used herein that are defined in the Agreement shall have the meanings
therein defined.

     

    1.           Pursuant
to Section 2.3 of the Agreement, the Borrower hereby gives notice of its
intention to borrow Loans in an aggregate principal amount of $_______ on ______
__, ____, which borrowing(s) shall consist of the following
Advances:

     

    
      	
              Type
      of Advance (Eurodollar or ABR)

            	
               

              Amount

            	
              Initial
      Interest Period for Eurodollar Advances

            
	
              (a)  _______________

            	
              $____________

            	
              __________________

            
	
              (b)  _______________

            	
              $____________

            	
              __________________

            


    

    2.           The
Borrower hereby certifies that on the date hereof and on the Borrowing Date set
forth above, and after giving effect to the Loans requested hereby:

     

    (a)           The
Borrower is and shall be in compliance with all of the terms, covenants and
conditions of the Loan Documents.

     

    (b)           There
exists and there shall exist no Default.

     

    (c)           The
proceeds of such Loans will be used in accordance with Section 2.15 of the
Agreement.

     

    (d)           Each
of the representations and warranties contained in the Loan Documents is and
shall be true and correct.

     

    (e)           After
giving effect to the Loans requested to be made hereby the Facility Exposure
does not exceed the Total Commitment Amount.

     

     

                                                                                                                                                    
A-1        

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Borrower has caused this certificate to be executed by its duly authorized
officer as of the date and year first written above.

     

    URSTADT
BIDDLE PROPERTIES, INC.

     

    By:
_________________________________

     

    Title:
_______________________________

     

    A-2


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    to

     

    Credit
Agreement

     

    (Urstadt
Biddle Properties Inc.)

     

    February
11, 2008

     

    Commitment
Amounts

     

    
      	
              Lender

            	
              Commitment
      Amount

            	
              Commitment
      Percentage

            
	
              The
      Bank of New York

            	
              $25,000,000

            	
              50.00000000%

            
	
              Wells
      Fargo Bank, N.A.

            	
              $25,000,000

            	
              50.00000000%

            


    

    


    C-1


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
D

     

    FORM OF COMPLIANCE
CERTIFICATE

     

    Date:
______________

     

    I,
______________, do hereby certify that I am the Chief Financial Officer of
Urstadt Biddle Properties Inc., a ________ corporation (the “Borrower”), and that,
as such, I am duly authorized to execute and deliver this Compliance Certificate
on the Borrower’s behalf pursuant to Section 7.1(e) of the Credit Agreement,
dated as of February 11, 2008, by and among the Borrower, The Bank of New York,
as Administrative Agent, and the Lenders signatory thereto (as the same may be
amended, supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized
terms used herein which are not herein defined shall have the meanings ascribed
thereto by the Agreement.

     

    I hereby
certify, as of the fiscal quarter of the Borrower ending _____________________,
that:

     

    1.           Total Debt Leverage
Ratio.  Consolidated Total Indebtedness as of such fiscal
quarter end of the Borrower is $_______________ and Gross Asset Value is
$_______________.  Accordingly, as at such quarter end of the
Borrower, Consolidated Total Indebtedness at such time is [more than] [less
than] 50% of Gross Asset Value at such time.  [Consolidated Total
Indebtedness at each fiscal quarter end of the Borrower must not be more than
50% of Gross Asset Value.]

     

    2.           Unencumbered Asset Pool
Value. Unsecured Indebtedness as of such fiscal quarter end of the
Borrower is $_______________ and the Eligible Real Estate Asset Value of all
Unencumbered Assets in the Unencumbered Asset Pool at such time is
$_________________.  Accordingly, as at such fiscal quarter end of the
Borrower, Unsecured Indebtedness is [more than] [less than] 50% of the Eligible
Real Estate Asset Value of all Unencumbered Assets in the Unencumbered Asset
Pool at such time.  [Unsecured Indebtedness at each fiscal quarter end
of the Borrower must not be more than 50% of Eligible Real Estate Asset Value of
all Unencumbered Assets in the Unencumbered Asset Pool.]

     

    3.           Secured Debt Leverage
Ratio.  Secured Debt as of such fiscal quarter end of the
Borrower is $_______________ and Gross Asset Value at such time is
$_____________.  Accordingly, as at such fiscal quarter end of the
Borrower, Secured Debt is [more than] [less than] 35% of Gross Asset
Value.  [Secured Debt at each fiscal quarter end of the Borrower must
not be more than 35% of Gross Asset Value.]

     

    4.           Fixed Charge Coverage
Ratio. Consolidated EBITDA for the four fiscal quarters of the Borrower
having then ended is $____________ and Consolidated Fixed Charges for the four
fiscal quarters of the Borrower having then ended are
$_____________.  Accordingly, the Fixed Charge Coverage Ratio is
__.___:1.00.  [The Fixed Charge Coverage Ratio must not be less than
2.0:1.0.]

     

    5.           Unsecured Debt Service
Coverage Ratio. Total Net Operating Income as of such fiscal quarter end
of the Borrower attributable to all Unencumbered Assets is $_______________ and
the portion of the Consolidated Interest Expense for such fiscal quarter in
respect of Unsecured Indebtedness is 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      $______________.  Accordingly,
as at any fiscal quarter end of the Borrower, the ratio of (i) total Net
Operating Income for the fiscal quarter of the Borrower then ending attributable
to all Unencumbered Assets to (ii) the portion of the Consolidated Interest
Expense for such fiscal quarter in respect of Unsecured Indebtedness is
_________:1.0.  [Such ratio must not be less than
2.0:1.0.]

    

     

    6.           Unconsolidated Joint
Ventures.  Gross Asset Value attributable to the Borrower’s
pro-rata share of the Eligible Real Estate Value of Eligible Real Estate Assets
owned by Subsidiaries that are not wholly owned by the Borrower and
Unconsolidated Joint Ventures as of such fiscal quarter end of the Borrower is
$____________ and total Gross Asset Value is
$_____________.  Accordingly, Gross Asset Value attributable to the
Borrower’s pro-rata share of the Eligible Real Estate Value of Eligible Real
Estate Assets owned by Subsidiaries that are not wholly owned by the Borrower
and Unconsolidated Joint Ventures as of such fiscal quarter end of the Borrower
is [more than] [less than] 15% of total Gross Asset Value.  [Gross
Asset Value attributable to the Borrower’s pro-rata share of the Eligible Real
Estate Value of Eligible Real Estate Assets owned by Subsidiaries that are not
wholly owned by the Borrower and Unconsolidated Joint Ventures as of such fiscal
quarter end of the Borrower must not be more than 15% of total Gross Asset
Value.]

     

    7.           Unsecured
Indebtedness.  Unsecured Indebtedness (including the Facility
Exposure) as of such fiscal quarter end of the Borrower is $_____________
[Unsecured Indebtedness of the Borrower must not exceed $100,000,000 at any
time.]

     

    8.           There
exists no Default.

     

    9.           The
representations and warranties contained in each of the Loan Documents to which
the Borrower is a party are true and correct in all material
respects.

     

    IN
WITNESS WHEREOF, I have executed this Compliance Certificate on this ___ day of
______________, ____.

     

    ____________________________

     

    Chief
Financial Officer

     

    D-2


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

     

    FORM OF SUBSIDIARY
GUARANTY

     

    GUARANTY
(as the same may be amended, supplemented or otherwise modified from time to
time, this “Guaranty”),
dated as of February __, 2008, by and among each of the Subsidiaries listed
on Schedule I
hereto (collectively, the “Subsidiary
Guarantors”) and THE BANK OF NEW YORK, as administrative
agent  (in such capacity, the “Administrative
Agent”) on behalf of the Lenders under and as defined in the Credit
Agreement (hereinafter defined).

     

    R E C I T A L S

     

    I.           Reference
is made to the Credit Agreement, dated as of the date hereof, by and among
Urstadt Biddle Properties, Inc., a Maryland corporation, the Lenders party
thereto and Administrative Agent (as the same may be amended, supplemented or
otherwise modified from time to time, the “Credit
Agreement”).

     

    II.           The
Administrative Agent and the Lenders have made it a condition precedent to the
effectiveness of the Credit Agreement that each Subsidiary Guarantor execute and
deliver this Guaranty.

     

    III.           Each
Subsidiary Guarantor expects to derive substantial benefit from the Credit
Agreement and the transactions contemplated thereby and, in furtherance thereof,
has agreed to execute and deliver this Guaranty.

     

    Therefore,
in consideration of the Recitals, the terms and conditions herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Subsidiary Guarantors, the Borrower and the
Administrative Agent hereby agree as follows:

     

    1.           Defined
Terms

     

    (a)           Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.

     

    (b)           When
used in this Guaranty, the following capitalized terms shall have the respective
meanings ascribed thereto as follows:

     

    “Borrower
Obligations” means
all present and future obligations and liabilities, whether deemed principal,
interest, additional interest, fees, expenses or otherwise of the Borrower to
the Administrative Agent and the Lenders, including, without limitation, all
obligations under (i) the Credit Agreement, (ii) the Notes and (iii) all other
Loan Documents.

     

    “Guarantor
Obligations” means, with respect to each Subsidiary Guarantor, all of the
obligations and liabilities of such Subsidiary Guarantor hereunder, whether
fixed, contingent, now existing or hereafter arising, created, assumed, incurred
or acquired.

                                                          


     

                                                                                                                                
E-1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Guarantee

     

    (a)           Subject
to Section 2(b), each Subsidiary Guarantor hereby absolutely, irrevocably and
unconditionally guarantees the full and prompt payment when due (whether at
stated maturity, by acceleration or otherwise) of the Borrower
Obligations.  The agreements of each Subsidiary Guarantor in this
Guaranty constitute a guarantee of payment, and no Credit Party shall have any
obligation to enforce any Loan Document or exercise any right or remedy with
respect to any collateral security thereunder by any action, including making or
perfecting any claim against any Person or any collateral security for any of
the Borrower Obligations prior to being entitled to the benefits of this
Guaranty.  The Administrative Agent may, at its option, proceed
against the Subsidiary Guarantors, or any one or more of them, in the first
instance, to enforce the Guarantor Obligations without first proceeding against
the Borrower or any other Person, and without first resorting to any other
rights or remedies, as the Administrative Agent may deem
advisable.  In furtherance hereof, if any Credit Party is prevented by
law from collecting or otherwise hindered from collecting or otherwise enforcing
any Borrower Obligation in accordance with its terms, such Credit Party shall be
entitled to receive hereunder from the Subsidiary Guarantors after demand
therefor, the sums which would have been otherwise due had such collection or
enforcement not been prevented or hindered.

     

    (b)           Notwithstanding
anything to the contrary contained herein, the maximum aggregate amount of the
obligations of each Subsidiary Guarantor hereunder shall not, as of any date of
determination, exceed the lesser of  the greatest amount that is valid
and enforceable against such Subsidiary Guarantor under principles of New York
State contract law and  the greatest amount that would not render such
Subsidiary Guarantor’s liability hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any provisions of applicable state law (collectively, the “Fraudulent
Transfer Laws”), in each case after giving effect to all other
liabilities of such Subsidiary Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liability (A) in respect of intercompany indebtedness to the Borrower or any
Affiliate or Subsidiary of the Borrower, to the extent that such intercompany
indebtedness would be discharged to the extent payment is made by such
Subsidiary Guarantor hereunder, and (B) under any guarantee of (1) senior
unsecured indebtedness or (2) indebtedness subordinated in right of payment to
any Borrower Obligation, in either case which contains a limitation as to
maximum liability similar to that set forth in this Section 2(b) and pursuant to
which the liability of such Subsidiary Guarantor hereunder is included in the
liabilities taken into account in determining such maximum liability) and after
giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights of such Subsidiary
Guarantor pursuant to applicable law or any agreement providing for an equitable
allocation among such Subsidiary Guarantor and other Affiliates or Subsidiaries
of the Borrower of obligations arising under guarantees by such
parties.

     

    (c)           Each
Subsidiary Guarantor agrees that the Guarantor Obligations may at any time and
from time to time exceed the maximum aggregate amount of the obligations of such
Subsidiary Guarantor hereunder without impairing this Guaranty or affecting the
rights and remedies of any Credit Party hereunder.

     

                                                    E-2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Absolute
Obligation

     

    No
Subsidiary Guarantor shall be released from liability hereunder unless and until
the Commitments of the Lenders have terminated and either (i) the Borrower shall
have paid in full the outstanding principal balance of the Loans, together with
all accrued and unpaid interest thereon, and all other amounts then due and
owing under the Loan Documents, or (ii) the Guarantor Obligations of such
Subsidiary Guarantor shall have been paid in full in cash.  Each
Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made
any representation or warranty to such Subsidiary Guarantor with respect to the
Borrower, any of its Subsidiaries, any Loan Document, or any agreement,
instrument or document executed or delivered in connection therewith, or any
other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable
hereunder, and such liability shall not be affected or impaired, irrespective of
(A) the validity or enforceability of any Loan Document, or any agreement,
instrument or document executed or delivered in connection therewith, or the
collectability of any of the Borrower Obligations, (B) the preference or
priority ranking with respect to any of the Borrower Obligations, (C) the
existence, validity, enforceability or perfection of any security interest or
collateral security under any Loan Document, or the release, exchange,
substitution, failure to perfect or loss or impairment of any such security
interest or collateral security, (D) any failure, delay, neglect or omission by
any Credit Party to realize upon or protect any direct or indirect collateral
security, indebtedness, liability or obligation, any Loan Document, or any
agreement, instrument or document executed or delivered in connection therewith,
or any of the Borrower Obligations, (E) the existence or exercise of any right
of set-off by any Credit Party, (F) the existence, validity or enforceability of
any other guarantee with respect to any of the Borrower Obligations, the
liability of any other Person in respect of any of the Borrower Obligations, or
the release of any such Person or any other guarantor (including any other
Subsidiary Guarantor) of any of the Borrower Obligations, (G) any act or
omission of any Credit Party in connection with the administration of any Loan
Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency,
reorganization or receivership of, or any other proceeding for the relief of
debtors commenced by or against, any Person, (I) the disaffirmance or rejection,
or the purported disaffirmance or purported rejection, of any of the Borrower
Obligations, any of the Guarantor Obligations of any other Subsidiary Guarantor,
any Loan Document, or any agreement, instrument or document executed or
delivered in connection therewith, in any bankruptcy, insolvency, reorganization
or receivership, or any other proceeding for the relief of debtor, relating to
any Person or otherwise, (J) any law, regulation or decree now or hereafter in
effect which might in any manner affect any of the terms or provisions of any
Loan Document, or any agreement, instrument or document executed or delivered in
connection therewith or any of the Borrower Obligations, or which might cause or
permit to be invoked any alteration in the time, amount, manner or payment or
performance of any of the Borrower’s obligations and liabilities (including the
Borrower Obligations), (K) the merger or consolidation of the Borrower or any
other Subsidiary Guarantor into or with any Person, (L) the sale by the Borrower
or any other Subsidiary Guarantor of all or any part of its assets, (M) the fact
that at any time and from time to time none of the Borrower Obligations may be
outstanding or owing to any Credit Party, (N) any amendment or modification of,
or supplement to, any Loan Document, or (O) any other reason or circumstance
which might otherwise constitute a defense available to or a discharge of the
Borrower in respect of its obligations or liabilities (including the Borrower
Obligations) or of such or any other Subsidiary Guarantor in respect of any of
the Guarantor Obligations (other than by the performance in full
thereof).

     

    E-3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Representations
and Warranties

     

    Each of
the Subsidiary Guarantors represents and warrants as to itself that all
representations and warranties relating to it contained in the Credit Agreement
are true and correct.

     

    5.           Notices

     

    Except as
otherwise specifically provided herein, all notices, requests, consents,
demands, waivers and other communications hereunder shall be in writing
(including facsimile) and shall be given in the manner set forth in Section 11.2
of the Credit Agreement (i) in the case of the Administrative Agent, to the
address set forth in Section 11.2 of the Credit Agreement, (ii) in the case of a
Subsidiary Guarantor, to the address set forth in Schedule I hereto, or (iii) in
the case of each party hereto, to such other addresses as to which the
Administrative Agent may be hereafter notified by the respective parties
hereto.

     

    6.           Expenses

     

    Each
Subsidiary Guarantor agrees that it shall, promptly after demand, pay to the
Administrative Agent any and all reasonable out-of-pocket sums, costs and
expenses, which any Credit Party may pay or incur defending, protecting or
enforcing this Guaranty (whether suit is instituted or not), including, without
limitation, reasonable attorneys’ fees and disbursements.  All sums,
costs and expenses which are due and payable pursuant to this Section shall bear
interest, payable on demand, at the highest rate then payable on the Borrower
Obligations.

     

    7.           Repayment
in Bankruptcy, etc.

     

    If, at
any time or times subsequent to the payment of all or any part of the Borrower
Obligations or the Guarantor Obligations, any Credit Party shall be required to
repay any amounts previously paid by or on behalf of the Borrower or any
Subsidiary Guarantor in reduction thereof by virtue of an order of any court
having jurisdiction in the premises, including as a result of an adjudication
that such amounts constituted preferential payments or fraudulent conveyances,
the Subsidiary Guarantors unconditionally agree to pay to the Administrative
Agent, within 10 days after demand, a sum in cash equal to the amount of such
repayment, together with interest on such amount from the date of such repayment
by such Credit Party to the date of payment to the Administrative Agent at the
applicable after-maturity rate set forth in the Credit Agreement.

     

    8.           Waiver
of Subrogation

     

    Until
such time as the Administrative Agent and the Lenders shall have received
payment in full in cash in satisfaction of all of the Borrower Obligations, each
Subsidiary Guarantor waives any right to be subrogated to the rights of the
Administrative Agent or any Lender with respect to the Borrower Obligations, and
each Subsidiary Guarantor waives any right to and agrees that it will not
institute or take any action against the Borrower seeking contribution,
reimbursement or indemnification by the Borrower with respect to any payments
made by such Subsidiary Guarantor hereunder.

     

                                                    E-4

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           Waiver
of Defenses

     

    Each
Subsidiary Guarantor hereby waives any right to claim or interpose any defense,
counterclaim or offset of any nature and description which it may have or which
may exist between and among the Administrative Agent, any Lender, the Borrower,
such Subsidiary Guarantor and/or any other Subsidiary Guarantor or to seek
injunctive relief.

     

    10.           Miscellaneous

     

    (a)           Except
as otherwise expressly provided in this Guaranty, each Subsidiary Guarantor
hereby waives presentment, demand for payment, notice of default, nonperformance
and dishonor, protest and notice of protest of or in respect of this Guaranty,
the other Loan Documents and the Borrower Obligations, notice of acceptance of
this Guaranty and reliance hereupon by any Credit Party, and the incurrence of
any of the Borrower Obligations, notice of any sale of collateral security or
any default of any sort.

     

    (b)           No
Subsidiary Guarantor is relying upon any Credit Party to provide to such
Subsidiary Guarantor any information concerning the Borrower or any of its
Subsidiaries, and each Subsidiary Guarantor has made arrangements satisfactory
to such Subsidiary Guarantor to obtain from the Borrower on a continuing basis
such information concerning the Borrower and its Subsidiaries as such Subsidiary
Guarantor may desire.

     

    (c)           Each
Subsidiary Guarantor agrees that any statement of account with respect to the
Borrower Obligations from any Credit Party to the Borrower which binds the
Borrower shall also be binding upon such Subsidiary Guarantor, and that copies
of said statements of account maintained in the regular course of such Credit
Party’s business may be used in evidence against such Subsidiary Guarantor in
order to establish its Guarantor Obligations.

     

    (d)           Each
Subsidiary Guarantor acknowledges that it has received a copy of the Loan
Documents and has approved of the same.  In addition, each Subsidiary
Guarantor acknowledges having read each Loan Document and having had the advice
of counsel in connection with all matters concerning its execution and delivery
of this Guaranty.

     

    (e)           This
Guaranty shall be binding upon each Subsidiary Guarantor and its successors and
inure to the benefit of, and be enforceable by the Administrative Agent, Lenders
and their respective successors, transferees and assigns. No Subsidiary
Guarantor may assign any right, or delegate any duty, it may have under this
Guaranty without, in each case, the prior written consent of the Administrative
Agent and all of the Lenders.

     

    (f)           Subject
to the limitations set forth in Section 2(b), the Guarantor Obligations shall be
joint and several.

     

    (g)           This
Guaranty is the “Guaranty”
referred to in the Credit Agreement, and is subject to, and should be
construed in accordance with, the provisions thereof.  Each of the
parties hereto acknowledges and agrees that the following provisions of the
Credit Agreement are made applicable to this Guaranty and all such provisions
are incorporated by reference herein as if fully set forth herein, including
Sections 1 (Definitions), 2.11 (Taxes;
Net Payments), 11.1 (Amendments and Waivers), 11.3
(No Waiver; Cumulative
Remedies), 11.5 (Payment of Expenses and
Taxes), 11.7 (Successors and Assigns), 11.8
(Counterparts), 11.11


     

                                                    E-5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      (Indemnity), 11.12 (Governing Law), 11.13, (Headings Description), 11.14
(Severability), 11.15
Integration), 11.16
(Consent to Jurisdiction),
11.17 (Service of Process), 11.18
(No Limitation on Service or
Suit), 11.19 (WAIVER OF
TRIAL BY JURY) and 11.20 (Patriot Act)
thereof.

    

     

    (h)           Each
Subsidiary Guarantor agrees that (i) the execution and delivery of a Guaranty by
any Required Additional Guarantor after the date hereof shall not affect the
obligations of the Subsidiary Guarantors (or any of them) hereunder, and (ii)
the Subsidiary Guarantors and each such Required Additional Guarantor shall,
subject to Section 2(b), be jointly and severally liable for all of the Borrower
Obligations.

     

    E-6


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    IN
EVIDENCE of the agreement by the parties hereto to the terms and conditions
herein contained, each such party has caused this Subsidiary Guarantee to be
duly executed on its behalf.

     

    ____________________________________

     

    By:
_________________________________

     

    Name:
_______________________________

     

    Title:
________________________________

     

    ____________________________________

     

    By:
_________________________________

     

    Name:
_______________________________

     

    Title:
________________________________

     

    ____________________________________

     

    By:
_________________________________

     

    Name:
_______________________________

     

    Title:
________________________________

     

    THE BANK
OF NEW YORK,

     

    as
Administrative Agent

     

    By:
______________________________

     

    Name:
____________________________

     

    Title:
_____________________________

     

    


    E-7

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Schedule
I

     

    to
Subsidiary Guaranty

     

    SUBSIDIARY
GUARANTORS

     

    under
Guaranty dated as of February __, 2008

     

    
      	
              Name

            	
              Jurisdiction
      of Incorporation or
      Formation

            	
              Address
      for

              Notices

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


     

    E-8


    


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    EXHIBIT
F

     

    FORM OF
NOTE

     

    
      	
              $25,000,000.00

            	
              February
      11, 2008 

                New
      York, New York

              

            


    

     

    
      	
               
      

            	
               

            


    

     

    FOR VALUE
RECEIVED, on the Maturity Date, URSTADT BIDDLE PROPERTIES INC., a Maryland
corporation (the “Borrower”), hereby
promises to pay to the order of ________________________ (the “Lender”), at the
office of The Bank of New York, as Administrative Agent (the “Administrative
Agent”), located at One Wall Street, New York, New York or at such other
place as the Administrative Agent may specify from time to time, in lawful money
of the United States of America, the principal sum of Twenty-Five Million and
NO/1OO DOLLARS ($25,000,000.00), or such lesser unpaid principal balance as
shall be outstanding hereunder, together with interest from the date hereof, on
the unpaid principal balance hereof, payable at the rate or rates and at the
time or times provided for in the Credit Agreement, dated as of February 11,
2008, among the Borrower, the Administrative Agent, and the Lenders signatory
thereto (as the same may be amended, modified or supplemented from time to time,
the “Agreement”).  Capitalized
terms used herein that are defined in the Agreement shall have the meanings
therein defined.  In no event shall interest payable hereon exceed the
Highest Lawful Rate.

     

    This Note
is one of the Notes referred to in the Agreement and is entitled to the benefits
of, and is subject to the terms set forth in, the Agreement.  The
principal of this Note is payable in the amounts and under the circumstances,
and its maturity is subject to acceleration upon the terms, set forth in the
Agreement.  Except as otherwise provided in the Agreement, if any
payment on this Note becomes due and payable on a day which is not a Business
Day, the maturity thereof shall be extended to the next Business Day and
interest shall be payable at the applicable rate or rates specified in the
Agreement during such extension period.

     

    The
Lender is hereby authorized to record on the schedule annexed hereto, and any
continuation sheets which the Lender may attach hereto, (a) the date of each
Loan made by the Lender to the Borrower, (b) the type of such Advance (and
amount thereof), and (c) the interest rate and Interest Period applicable to
each Eurodollar Advance.  The entries made in such schedule shall,
absent manifest error, be prima facie evidence of the existence and amounts of
the obligations recorded therein, provided that the
failure to so record or any error therein shall not in any manner affect the
obligations of the Borrower under the Loan Documents.

     

    Presentment
for payment, demand, protest, notice of protest and notice of dishonor and all
other demands and notices in connection with the delivery, performance and
enforcement of this Note are hereby waived, except as specifically otherwise
provided in the Agreement.

     

    This Note
is being delivered in, is intended to be performed in, shall be construed and
interpreted in accordance with, and be governed by the internal laws of, the
State of New York, without regard to principles of conflicts of
law.

     

                                                            F-1

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This Note
may only be amended by an instrument in writing executed pursuant to the
provisions of Section 11.1 of the Agreement.

     

    URSTADT
BIDDLE PROPERTIES INC.

     

    
      	
               
      

            	
              By:
      ______________________________ 

                      
      Name: 

                         Title:

                

              

            


    

     

    F-2


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SCHEDULE TO
NOTE

     

    
      	
              
                Date

              

            	
              
                Type
      of Advance (ABR or Eurodollar)

              

            	
              
                Amount
      of Advance

              

            	
              
                Amount
      of principal paid or prepaid

              

            	
              
                Interest
      Rate on Eurodollar Advances (without regard to Applicable
      Margin)

              

            	
              
                Interest
      Period (if Eurodollar)

              

            	
              
                Notation
      Made By

              

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


    F-3


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

     

    FORM OF NOTICE OF
CONVERSION

     

    [Date]

     

    The Bank
of New York, as Administrative Agent

    One Wall
Street

    New York,
New York 10286

    Agency
Function Administration

    18th
Floor

    New York,
New York 10286

    Attention:  ____________

     

     

    The Bank
of New York, as Administrative Agent

    One Wall
Street, 21st
Floor

    New York,
New York 10286

    Attention:
____________

     

    Reference
is made to the Credit Agreement, dated as of February 11, 2008, among URSTADT
BIDDLE PROPERTIES INC. (the “Borrower”), the
Lenders party thereto and THE BANK OF NEW YORK, as Administrative Agent (as the
same may be amended, supplemented or otherwise modified from time to time, the
“Agreement”).  Capitalized
terms used herein that are defined in the Agreement shall have the meanings
therein defined.

     

    1.           Pursuant
to Section 2.8 of the Agreement, the Borrower hereby gives notice of its request
to convert Advances comprising Loans as set forth below:

     

    (a)           on
____ __, _____, to convert $_______ in principal amount of presently outstanding
Eurodollar Advances having an Interest Period that expires on ____ __, ______ to
ABR Advances.

     

    (b)           on
____ __, _____, to convert $_______ in principal amount of presently outstanding
Eurodollar Advances having an Interest Period that expires on ____ __, ______to
new Eurodollar Advances that have an Interest Period of ___
month(s);

     

    (c)           on
____ __, _____, to convert $_______ in principal amount of presently outstanding
ABR Advances to Eurodollar Advances that have an Interest Period of ___
month(s).

     

    2.           The
Borrower hereby certifies that on the date hereof and on the requested
Conversion Dates set forth above, there exists and there shall exist no
Default.

     

     

    G-1

    


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    IN
WITNESS WHEREOF, the Borrower has caused this Notice of Conversion to be
executed by its Authorized Signatory as of the date and year first written
above.

     

    URSTADT
BIDDLE PROPERTIES INC.

     

    By:
__________________________________

     

    Name:
________________________________

     

    Title:
_________________________________

     

    G-2


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    EXHIBIT
H-1

     

    SECRETARY’S
CERTIFICATE

     

    OF

     

    URSTADT BIDDLE PROPERTIES
INC.

     

    The
undersigned, the [Assistant] Secretary of Urstadt Biddle Properties Inc., a
Maryland corporation (the “Borrower”), hereby
certifies pursuant to Section 5.1(a) of the Credit Agreement (the “Agreement”), dated as
of February 11, 2008, among the Borrower, the Lenders thereunder and The Bank of
New York, acting in its capacity as Administrative Agent for the Lenders, that I
am [a or the] duly appointed [Assistant] Secretary of the Borrower, and further
certify as follows:

     

    1.           Annexed
hereto as Annexes A and B, respectively, are true, complete and correct copies
of the [certificate or articles] of incorporation and the by-laws of the
Borrower, including, without limitation, all amendments thereof to the date
hereof, which documents are in full force and effect on the date
hereof.

     

    2.           Annexed
hereto as Annex C is a true, complete and correct copy of the resolutions of the
Board of Directors of the Borrower, adopted at a meeting duly called at which a
quorum was present and voting throughout, relating to the Agreement and the
transactions contemplated thereby, all of which resolutions are in full force
and effect on the date hereof.

     

    3.           The
following persons are duly elected or appointed, as the case may be, and
qualified officers of the Borrower holding the offices indicated opposite their
respective names, and the signatures appearing opposite their respective names
and offices are the genuine signatures of such persons:

     

    
      	
              Name

            	
              Title

            	
              Signature

            
	 
      	 
      	 
      
	
              _______________________

            	
              _______________________

            	
              _______________________

            
	
              _______________________

            	
              _______________________

            	
              _______________________

            


    

    


    H1-1


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of the
Borrower this 11th day of February, 2008.

     

    
      	
              [SEAL]

            	
              ___________________________

            


    

     

    
      	
               
      

            	
              [ASSISTANT]
      SECRETARY

            


    

     

    I,
_______________________, hereby certify that I am the duly elected or appointed,
as the case may be, and qualified ______________ of the Borrower, and further
certify that _____________________ is [the or a] duly elected or appointed, as
the case may be, and qualified [Assistant] Secretary of the Borrower on and as
of the date hereof.

     

    _______________________________

     

    [TITLE]

     

    H1-2


    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    ANNEX A

     

    TO

     

    [ASSISTANT] SECRETARY’S
CERTIFICATE

     

    


     

    [CERTIFICATE
OR ARTICLES OF INCORPORATION]

     

    


    H1-3

     

    
 

    
      
        
          
                                                                


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    ANNEX B

     

    TO

     

    [ASSISTANT] SECRETARY’S
CERTIFICATE

     

    


     

    [BY-LAWS]

     

    H1-4


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    ANNEX C

     

    TO

     

    [ASSISTANT] SECRETARY’S
CERTIFICATE

     

    RESOLVED,
that the form, terms and provisions of the proposed Credit Agreement,
substantially in the form of the draft thereof dated as of February ____, 2008
(the “Agreement”) to be
entered into by and among Urstadt Biddle Properties, Inc., a _________________
corporation (the “Corporation”), the
Lenders thereunder and The Bank of New York, as Administrative Agent, 2008 and
submitted to the Board of Directors of the Borrower, be and hereby is approved
in all respects; and further

     

    RESOLVED,
that any one of the President or any Senior Vice President of Finance of the
Corporation (each a “Designated Officer”),
acting alone, be and each of them hereby is authorized, empowered and directed
to execute and deliver (at such time as the Designated Officer executing the
same shall by such execution deem advisable) in the name and on behalf of the
Corporation, the Agreement, the Notes (as defined in the Agreement) and the
other Loan Documents (as defined in the Agreement) to which the Corporation is a
party with such changes thereto as the Designated Officer executing the same
shall approve, such Designated Officer’s approval of the form, terms and
conditions of the Agreement and such Loan Documents to be conclusively evidenced
by his or her execution thereof; and further

     

    RESOLVED,
that the Designated Officers be and each of them hereby is authorized, empowered
and directed to do and perform, or cause to be done and performed, all such
acts, deeds and things to make, execute and deliver, or cause to be made,
executed and delivered, all such agreements, undertakings, documents,
instruments and certificates in the name and on behalf of the Corporation or
otherwise as such Officer may deem necessary or desirable to effectuate and
carry out fully the purpose and intent of the foregoing resolution; and
further

     

    RESOLVED,
that any acts of any Designated Officer, which acts would have been authorized
by the foregoing resolutions except that such acts were taken prior to the
adoption of such resolutions, are hereby severally ratified, confirmed, approved
and adopted as acts in the name and on behalf of the Corporation.

     

    H1-5


    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    EXHIBIT
H-2

     

    SECRETARY’S
CERTIFICATE

     

    OF

     

    [SUBSIDIARY
GUARANTOR]

     

    The
undersigned, the [Assistant] Secretary of [Subsidiary Guarantor], a ____________
corporation (the “Guarantor”), hereby
certifies pursuant to Section 5.1(b) of the Credit Agreement (the “Agreement”), dated as
of February 11, 2008, among the Urstadt Biddle Properties, Inc., the Lenders
thereunder and The Bank of New York, acting in its capacity as Administrative
Agent for the Lenders, that I am [a or the] duly appointed [Assistant] Secretary
of the Guarantor, and further certify as follows:

     

    1.           Annexed
hereto as Annexes A and B, respectively, are true, complete and correct copies
of the [certificate or articles] of incorporation and the by-laws of the
Guarantor, including, without limitation, all amendments thereof to the date
hereof, which documents are in full force and effect on the date
hereof.

     

    2.           Annexed
hereto as Annex C is a true, complete and correct copy of the resolutions of the
Board of Directors of the Guarantor, adopted at a meeting duly called at which a
quorum was present and voting throughout, relating to the Agreement and the
transactions contemplated thereby, all of which resolutions are in full force
and effect on the date hereof.

     

    3.           The
following persons are duly elected or appointed, as the case may be, and
qualified officers of the Guarantor holding the offices indicated opposite their
respective names, and the signatures appearing opposite their respective names
and offices are the genuine signatures of such persons:

     

    
      	
              Name

            	
              Title

            	
              Signature

            
	 
      	 
      	 
      
	
              _______________________

            	
              _______________________

            	
              _______________________

            
	
              _______________________

            	
              _______________________

            	
              _______________________

            


    

     

    H2-1


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    IN
WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of the
Guarantor this 11th day of February, 2008.

     

    
      	
              [SEAL]

            	
              ______________________________

            


    

     

    
      	
               
      

            	
              [ASSISTANT]
      SECRETARY

            


    

     

    I,
_______________________, hereby certify that I am the duly elected or appointed,
as the case may be, and qualified ______________ of the Guarantor, and further
certify that _____________________ is [the or a] duly elected or appointed, as
the case may be, and qualified [Assistant] Secretary of the Guarantor on and as
of the date hereof.

     

    _______________________________

     

    [TITLE]

     

    


    H2-2


    
      
        
          
                                                            

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    ANNEX A

     

    TO

     

    [ASSISTANT] SECRETARY’S
CERTIFICATE

     

    


     

    [CERTIFICATE
OR ARTICLES OF INCORPORATION]

     

     

    H2-3


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    ANNEX B

     

    TO

     

    [ASSISTANT] SECRETARY’S
CERTIFICATE

     

    


     

    [BY-LAWS]

     

    H2-4


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    ANNEX C

     

    TO

     

    [ASSISTANT] SECRETARY’S
CERTIFICATE

     

    RESOLVED,
that ________________ (the “Guarantor”) has
approved in all respects the terms of that certain proposed Credit Agreement,
substantially in the form of the draft thereof dated as of February ____, 2008,
to be entered into by and among Urstadt Biddle Properties, Inc., a
_________________ corporation, the Lenders thereunder and The Bank of New York,
as Administrative Agent (the “Agreement”); and
further

     

    RESOLVED,
that the form, terms and provisions of the proposed Subsidiary Guaranty,
substantially in the form of Exhibit E to said draft of the Credit Agreement
(the “Guaranty”), be and
hereby is approved in all respects; and further

     

    RESOLVED,
that any one of the President, Senior Vice President of Finance, or Vice
President of the of the Guarantor (each a “Designated Officer”),
acting alone, be and each of them hereby is authorized, empowered and directed
to execute and deliver (at such time as the Designated Officer executing the
same shall by such execution deem advisable) in the name and on behalf of the
Guarantor, the Guaranty and the other Loan Documents (as defined in the
Agreement) to which the Guarantor is a party with such changes thereto as the
Designated Officer executing the same shall approve, such Designated Officer’s
approval of the form, terms and conditions of the Guaranty and such Loan
Documents to be conclusively evidenced by his or her execution thereof; and
further

     

    RESOLVED,
that the Designated Officers be and each of them hereby is authorized, empowered
and directed to do and perform, or cause to be done and performed, all such
acts, deeds and things to make, execute and deliver, or cause to be made,
executed and delivered, all such agreements, undertakings, documents,
instruments and certificates in the name and on behalf of the Guarantor or
otherwise as such Officer may deem necessary or desirable to effectuate and
carry out fully the purpose and intent of the foregoing resolution; and
further

     

    RESOLVED,
that any acts of any Designated Officer, which acts would have been authorized
by the foregoing resolutions except that such acts were taken prior to the
adoption of such resolutions, are hereby severally ratified, confirmed, approved
and adopted as acts in the name and on behalf of the Guarantor.

     

    H2-5


    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    EXHIBIT
I

     

    FORM OF OPINION OF COUNSEL
TO THE BORROWER

     

    1.           The
Borrower is a Maryland corporation duly organized and validly existing and in
good standing under the laws of Maryland, has all requisite corporate power and
authority to own or lease its Property and to carry on its business as now
conducted, and is in good standing and authorized to do business in each
jurisdiction in which the nature of the business conducted therein or the
Property owned or leased therein make such qualification necessary except to the
extent that the failure to be so qualified or to be in good standing would not
have a Material Adverse Effect.

     

    2.           Each
Subsidiary Guarantor is a corporation, partnership, limited liability company,
real estate investment trust or business trust, is validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite corporate, partnership, limited liability company, real estate
investment trust or business trust power and authority to own or lease its
Property and to carry on its business as now conducted, and is in good standing
and authorized to do business in each other jurisdiction in which the nature of
the business conducted therein or the Property owned or leased therein make such
qualification necessary except to the extent that the failure to be so qualified
or to be in good standing would not have a Material Adverse Effect.

     

    3.           The
Borrower and each Subsidiary Guarantor has full legal power and authority to
enter into, execute, deliver and perform the terms of the Bank Documents to
which it is a party, to obtain (in the case of the Borrower) extensions of
credit hereunder and to incur the obligations contemplated thereby, all of which
have been duly authorized by all proper and necessary corporate or other
required action.  The Borrower and each Subsidiary Guarantor has duly
executed and delivered the Bank Documents to which it is a party.

     

    4.           The
Credit Agreement, the Note and each other Bank Document to which each of the
Borrower and each Subsidiary Guarantors is a party constitute the valid and
legally binding obligations of such party, enforceable in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally.

     

    5.           To
our knowledge, there is no litigation or proceeding pending or threatened
against the Borrower which would have a Material Adverse Effect.

     

    6.           To
our knowledge, no consent, authorization or approval of, filing with, notice to,
or exemption by, stockholders or  any Governmental Authority not
obtained is required to be obtained by the Borrower or any Subsidiary Guarantor
to authorize, or is required in connection with the execution, delivery and
performance of the Loan Documents to which the Borrower or such Subsidiary
Guarantor is a party.

     

    7.           To
our knowledge, the execution, delivery or carrying out of the terms of the Loan
Documents and the extensions of credit contemplated hereunder will not violate
any of the terms or provisions of any mortgage, indenture, contract or agreement
to which the Borrower or 

     

     

    I-1

    
      
        
        

      

      
        
        

      

      
        
          

        

      

       

      any
Subsidiary is a party or by which the Borrower or any of the Subsidiary
Guarantors or any of their respective Property is bound, or constitute a default
under or result in the creation or imposition of, or obligation to create, any
Lien upon any Property of the Borrower or its Subsidiaries pursuant to the terms
of any such mortgage, indenture, contract or agreement.

    

     

    8.           The
Borrower is not registered or required to be registered as an “investment
company” under the Investment Company Act of 1940, as amended.

     

    I-2


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
J

     

    FORM OF
COMMITMENT INCREASE SUPPLEMENT

     

    FOR AN
INCREASED OR NEW COMMITMENT

     

    This
COMMITMENT INCREASE SUPPLEMENT is made as of the _____ day of __________, 200_
by and among Urstadt Biddle Properties Inc. (the “Borrower”), The Bank
of New York, as Administrative Agent under the Credit Agreement (as defined
below) (the “Administrative
Agent”) and _________________________ (the “Increased Commitment
Lender”).

     

    The
Borrower, the Administrative Agent and certain Lenders, as described therein,
are parties to a Credit Agreement dated as of February ___, 2008 (as amended,
the “Credit
Agreement”).  All terms used herein and not otherwise defined
shall have the same meaning given to them in the Credit Agreement.

     

    Pursuant
to Section 2.18 of the Credit Agreement, the Borrower has the right to
increase the Total Commitment Amount by obtaining additional Commitments upon
satisfaction of the conditions set forth in said Section 2.18.  This
Amendment requires the signature of the Borrower, the Administrative Agent and
the Increased Commitment Lender only, so long as the Total Commitment Amount is
not increased above the amount set forth in Section 2.18(c) of the Credit
Agreement.

     

    The
Increased Commitment Lender is either (a) an existing Lender which is
increasing its Commitment or (b) a new Lender which is a lending
institution whose identity will be deemed approved by the Administrative Agent
and the Borrower by their signature below.

     

    1.           In
consideration of the foregoing, the Increased Commitment Lender, from and after
the date hereof shall have a Commitment of $_______________, resulting in a new
Total Commitment Amount of $_______________ as of the date hereof, and if
it is a new Lender, the Increased Commitment Lender hereby assumes all of the
rights and obligations of a Lender under the Credit Agreement.

     

    2.           The
Increased Commitment Lender hereby agrees, represents and warrants as
follows:

     

    (a)           The
Increased Commitment Lender satisfies the requirements of an “assignee” under
Section 11.7(b) of the Credit Agreement,

     

    (b)           The
Increased Commitment Lender has executed and delivered this Commitment Increase
Supplement in accordance with Section 2.18(a)(ii) of the Credit
Agreement,

     

    (c)           On
the Increase Effective Date (hereinafter defined), the Increased Commitment
Lender shall make a Loan for the account of the Borrower to implement the
provisions of Section 2.18(a)(iii) of the Credit Agreement in an amount equal to
the difference between (i) the Increased Commitment Lender’s Commitment
Percentage of Loans outstanding as of 11:00 A.M. on the Increase Effective Date
(determined after giving effect to the

     

    J-1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       Commitment
Increase), plus any new Loan to be funded to the Borrower on such date in
accordance with the Credit Agreement, less (ii) the Loans
of the Increased Commitment Lender outstanding at such time, and shall make the
amount of such Loan available to the Administrative Agent for the account of the
Borrower not later than 1:00 P.M. on such Business Day, in funds immediately
available to the Administrative Agent,

    

     

    (d)           The
Increased Commitment Lender has received a copy of the Credit Agreement,
together with a copy of the financial statements referred to in Section 5.4 of
the Agreement and the most recent financial statements, if any, delivered
pursuant to Sections 6.1(a) and 6.1(b) of the Credit Agreement, and such other
documents and information, including, without limitation, the Loan Documents, as
it has deemed appropriate to make its own independent credit analysis and
decision to execute and deliver this Commitment Increase
Supplement,

     

    (e)           The
Increased Commitment Lender will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
independent credit decisions in taking or not taking action under the Loan
Documents,

     

    (f)           The
Administrative Agent is hereby authorized to take such action as agent on its
behalf and to exercise such powers under the Loan Documents as are delegated by
the Lenders to the Administrative Agent by the terms thereof, and

     

    (g)           The
Increased Commitment Lender will keep confidential all information with respect
to the Borrower furnished to it by the Borrower or the Administrative Agent
(other than information generally available to the public or otherwise available
to the Increased Commitment Lender on a nonconfidential basis).

     

    3.           This
Commitment Increase Supplement shall be effective on the date (the “Increase
Effective Date”) that the Borrower and the Increased Commitment Lender each
execute a counterpart hereof and deliver the same to the Administrative Agent
and the Administrative Agent executes a counterpart hereof.  From and
after the Increase Effective Date, the Increased Commitment Lender shall be a
“Lender” under the Loan Documents.

     

    4.           This
Commitment Increase Supplement may not be amended, changed, waived or modified,
except by a writing executed by the parties hereto.

     

    5.           This
Commitment Increase Supplement embodies the entire agreement among the Increased
Commitment Lender, the Borrower and the Administrative Agent with respect to the
subject matter hereof and supersedes all other prior arrangements and
understandings relating to the subject matter hereof.

     

    6.           This
Commitment Increase Supplement may be executed in any number of counterparts
each of which shall be deemed to be an original.  Each such
counterpart shall become effective when counterparts have been executed by all
parties hereto.

     

    7.           This
Commitment Increase Supplement shall be binding upon and inure to the benefit of
the Increased Commitment Lender and the Borrower and their respective successors


     

    J-2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      and
permitted assigns, except that neither party may assign or transfer any of its
rights or obligations hereunder without the prior written consent of the other
party.

    

     

    8.           This
Commitment Increase Supplement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to principles of
conflicts of law.

     

    If
requested by the Increased Commitment Lender, the Borrower shall execute and
deliver to the Increased Commitment Lender, as of the date hereof, a new or
amended and restated Note in the form attached to the Credit Agreement as
Exhibit F to evidence the new or increased Commitment of the Increased
Commitment Lender.

     

    J-3


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
K

     

    FORM OF
REAL PROPERTY ASSET REVIEW

     

    Property Name, Property Location

     

    Deal:

     

    


     

    


     

    Market:

     

    


    


    
      	
              Major Tenants

            	
              SF

            	
              % of Retail

            	
              Lease Expires

            	
              Base Rent/SF

            	
              Options

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


    


    


    


    Major Tenant Economics:

     

    


     

    Strategic View:

     

    


    


    [Quarter
End] 200_

     

    K-1

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    In
Witness Whereof, the Administrative Agent, the Borrower and the Increased
Commitment Lender have executed this Commitment Increase Supplement as of the
date shown above.

     

    URSTADT
BIDDLE PROPERTIES INC.

     

    
      	
               
      

            	
              By:
      ________________________________ 

                      
      Name: 

                        
      Title:

                

              

            


    

     

    
      	
               
      

            	
               

            


    

     

    
      	
               
      

            	
              [SUPPLEMENTAL
      LENDER]

            


    

     

     

     

    
      	
               
      

            	
              By:
      ________________________________ 

                      
      Name: 

                        
      Title:

                

              

            


    

     

    
      	
               
      

            	
               

            


    

     

    
      	
               
      

            	
              THE
      BANK OF NEW YORK, as Administrative
Agent

            


    

     

     

     

    
      	
               
      

            	
              By:
      ________________________________ 

                     
      Name: 

                       
      Title: