<PAGE>
                                                                   EXHIBIT 10.13

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                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                                      among

                            TRIZEC PROPERTIES, INC.,
                                  as BORROWER,

                                VARIOUS LENDERS,
                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                             as ADMINISTRATIVE AGENT

                       ----------------------------------

                          Dated as of December 18, 2002

                       ----------------------------------

                         DEUTSCHE BANK SECURITIES INC.,
                              as SOLE LEAD ARRANGER
                          and SOLE BOOK RUNNING MANAGER

                             BANK OF AMERICA, N.A.,
                              as SYNDICATION AGENT

                                       and

                                BANK OF MONTREAL,

                             THE BANK OF NOVA SCOTIA

                                       and

                                ING CAPITAL LLC,
                           as CO-DOCUMENTATION AGENTS

================================================================================
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                                TABLE OF CONTENTS
<TABLE>
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                                                                                                                Page
                                                                                                                ----
<S>               <C>                                                                                           <C>
SECTION 1.        Amount and Terms of Credit......................................................................1

         1.01     Commitments to Extend Loans.....................................................................1
         1.02     Minimum Amount of Each Borrowing................................................................3
         1.03     Notice of Borrowing.............................................................................4
         1.04     Disbursement of Funds...........................................................................5
         1.05     Notes...........................................................................................5
         1.06     Conversions.....................................................................................7
         1.07     Pro Rata Borrowings.............................................................................8
         1.08     Interest........................................................................................8
         1.09     Interest Periods................................................................................9
         1.10     Increased Costs, Illegality, etc...............................................................10
         1.11     Compensation...................................................................................11
         1.12     Lending Offices................................................................................12
         1.13     Requested Designation of other Lending Offices.................................................12
         1.14     Replacement of Lenders.........................................................................12

SECTION 2.        Letters of Credit..............................................................................13

         2.01     Letters of Credit..............................................................................13
         2.02     Maximum Letter of Credit Outstandings; Final Maturities........................................15
         2.03     Letter of Credit Requests; Minimum Stated Amount...............................................15
         2.04     Letter of Credit Participations................................................................16
         2.05     Agreement to Repay Letter of Credit Drawings...................................................17
         2.06     Increased Costs................................................................................18

SECTION 3.        Commitment Commission; Other Fees; Reductions of Commitment....................................19

         3.01     Fees...........................................................................................19
         3.02     Voluntary Termination of Unutilized Commitments................................................20
         3.03     Mandatory Reduction of Commitments.............................................................20

SECTION 4.        Prepayments; Payments; Taxes...................................................................21

         4.01     Voluntary Prepayments..........................................................................21
         4.02     Mandatory Repayments...........................................................................21
         4.03     Method and Place of Payment....................................................................23
         4.04     Net Payments...................................................................................23

SECTION 5.        Conditions Precedent to the Effective Date.....................................................26

         5.01     Execution of Agreement.........................................................................26
         5.02     Opinion of Counsel.............................................................................26
         5.03     Corporate Documents; Proceedings; etc..........................................................26
         5.04     Adverse Change, etc............................................................................26
         5.05     Litigation.....................................................................................27
</TABLE>
<PAGE>

<TABLE>
<S>               <C>                                                                                            <C>

         5.06     Financial Statements...........................................................................27
         5.07     Subsidiaries Guaranty..........................................................................27
         5.08     Solvency Certificate...........................................................................27
         5.09     Borrowing Base Certificate.....................................................................27
         5.10     Subordination Agreement........................................................................27
         5.11     Property Information...........................................................................27
         5.12     Security Interests.............................................................................27
         5.13     Insurance......................................................................................29
         5.14     Material Leases................................................................................29
         5.15     Fees, etc......................................................................................29

SECTION 6.        Conditions Precedent to All Credit Events......................................................30

         6.01     Effective Date.................................................................................30
         6.02     No Default; Representations and Warranties.....................................................30
         6.03     Notice of Borrowing; Letter of Credit Request..................................................30

SECTION 7.        Representations, Warranties and Agreements.....................................................30

         7.01     Company and Other Status.......................................................................31
         7.02     Company Power and Authority....................................................................31
         7.03     No Violation...................................................................................31
         7.04     Governmental Approvals.........................................................................31
         7.05     Financial Statements; Financial Condition; Undisclosed Liabilities; Projections, etc...........32
         7.06     Litigation.....................................................................................33
         7.07     True and Complete Disclosure...................................................................33
         7.08     Use of Proceeds; Margin Regulations............................................................33
         7.09     Tax Returns and Payments.......................................................................33
         7.10     Subsidiaries...................................................................................34
         7.11     Compliance with Applicable Laws................................................................34
         7.12     Investment Company Act.........................................................................34
         7.13     Public Utility Holding Company Act.............................................................34
         7.14     Status as a REIT...............................................................................34
         7.15     Compliance with ERISA..........................................................................34
         7.16     Environmental Compliance.......................................................................35
         7.17     Patents, Trademarks, etc.......................................................................36
         7.18     No Default.....................................................................................36
         7.19     Licenses, etc..................................................................................36
         7.20     No Burdensome Restrictions.....................................................................37
         7.21     Labor Matters..................................................................................37
         7.22     Insurance......................................................................................37
         7.23     Capitalization.................................................................................37
         7.24     Mortgaged Properties...........................................................................38
         7.25     Sears Tower Memorandum.........................................................................40

SECTION 8.        Affirmative Covenants..........................................................................40

         8.01     Information Covenants..........................................................................40
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>               <C>                                                                                            <C>
         8.02     Books, Records, Inspections and Annual Meetings................................................45
         8.03     Maintenance of Property; Insurance; Casualty and Condemnation; Restoration; and Renovations....46
         8.04     Conduct of Business; Co-Borrower; Subsidiary Guarantors........................................46
         8.05     Compliance with Applicable Laws and Authorizations.............................................47
         8.06     Company Existence and Franchises, etc..........................................................47
         8.07     Performance of Obligations.....................................................................47
         8.08     Payment of Taxes...............................................................................47
         8.09     Use of Proceeds................................................................................48
         8.10     End of Fiscal Years; Fiscal Quarters...........................................................48
         8.11     Interest Rate Protection.......................................................................48
         8.12     REIT Requirements..............................................................................48
         8.13     Addition and Release of Mortgaged Properties and Subsidiary Guarantors.........................48
         8.14     Appraisals.....................................................................................51
         8.15     Mortgaged Properties...........................................................................52

SECTION 9.        Negative Covenants.............................................................................54

         9.01     Liens..........................................................................................54
         9.02     Consolidation, Merger, Sale of Assets, etc.....................................................56
         9.03     Dividends......................................................................................57
         9.04     Indebtedness...................................................................................58
         9.05     Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other
                  Agreements; etc................................................................................59
         9.06     Investments....................................................................................59
         9.07     Negative Pledge Clauses; etc...................................................................61
         9.08     Transactions with Affiliates...................................................................61
         9.09     Management Agreements..........................................................................62
         9.10     Consolidated Total Indebtedness as a Percentage of Consolidated Total Asset Value..............62
         9.11     Consolidated Net Worth.........................................................................62
         9.12     Consolidated Interest Coverage Ratio...........................................................62
         9.13     Consolidated Fixed Charge Coverage Ratio.......................................................63
         9.14     Mortgaged Property Coverage Ratio..............................................................63
         9.15     Limitation on Certain Restrictions on Subsidiaries.............................................63
         9.16     Affiliate Debt and Subordination Agreement.....................................................63
         9.17     Sears Tower....................................................................................63
         9.18     Mortgaged Properties...........................................................................64

SECTION 10.       Events of Default..............................................................................65

         10.01    Payments.......................................................................................65
         10.02    Representations, etc...........................................................................65
         10.03    Covenants......................................................................................65
         10.04    Default Under Other Agreements.................................................................65
         10.05    Bankruptcy, etc................................................................................66
         10.06    Judgments......................................................................................66
         10.07    ERISA..........................................................................................66
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>               <C>                                                                                          <C>
         10.08    Guaranties, etc................................................................................67
         10.09    Change of Control..............................................................................67
         10.10    Stock Exchange Listing.........................................................................67

SECTION 11.       Definitions....................................................................................68

         11.01    Defined Terms..................................................................................68

SECTION 12.       The Administrative Agent......................................................................101

         12.01    Appointment...................................................................................101
         12.02    Nature of Duties..............................................................................101
         12.03    Lack of Reliance on the Administrative Agent..................................................102
         12.04    Certain Rights of the Administrative Agent....................................................102
         12.05    Reliance......................................................................................102
         12.06    Indemnification...............................................................................102
         12.07    The Administrative Agent in its Individual Capacity...........................................103
         12.08    Holders.......................................................................................103
         12.09    Resignation by the Administrative Agent; Removal of the Administrative Agent..................103

SECTION 13.       Miscellaneous.................................................................................104

         13.01    Payment of Expenses, etc......................................................................104
         13.02    Right of Setoff...............................................................................105
         13.03    Notices.......................................................................................106
         13.04    Benefit of Agreement; Assignments; Participations.............................................107
         13.05    No Waiver; Remedies Cumulative................................................................109
         13.06    Payments Pro Rata.............................................................................110
         13.07    Calculations; Computations....................................................................110
         13.08    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL........................111
         13.09    Counterparts..................................................................................112
         13.10    Effectiveness.................................................................................112
         13.11    Headings Descriptive..........................................................................113
         13.12    Amendment or Waiver; etc......................................................................113
         13.13    Survival......................................................................................114
         13.14    Domicile of Loans.............................................................................114
         13.15    Register......................................................................................114
         13.16    Confidentiality...............................................................................115
         13.17    Limitation on Additional Amounts, etc.........................................................115
         13.18    No Third Party Beneficiary....................................................................116
         13.19    Waiver of Sovereign Immunity..................................................................116
         13.20    Judgment Currency.............................................................................116
         13.21    Maximum Rate..................................................................................117
         13.22    Temporary Guaranty............................................................................117
         13.23    Agreement Among Signing Lenders...............................................................117
</TABLE>


                                      -iv-
<PAGE>
         AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2002,
among TRIZEC PROPERTIES, INC., a Delaware corporation (the "Borrower"), the
Lenders party hereto from time to time, and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Administrative Agent (in such capacity, the "Administrative Agent")
(all capitalized terms used herein and defined in Section 11 are used herein as
therein defined).

                              W I T N E S S E T H:

         WHEREAS, the Borrower (formerly known as TrizecHahn (USA) Corporation),
TrizecHahn Holdings Ltd., as Temporary Guarantor, the Lenders and the
Administrative Agent (formerly known as Bankers Trust Company) entered into that
certain Credit Agreement, dated as of December 12, 2001, as modified pursuant to
that certain Waiver and Amendment Agreement, dated as of October 22, 2002 (as so
modified, the "Existing Agreement"), and certain other documents (the "Existing
Credit Documents") in connection therewith;

         WHEREAS, the parties hereto desire to amend and restate the Existing
Agreement as set forth herein, and to amend and supplement the Existing Credit
Documents in connection therewith;

         WHEREAS, the Mortgaged Property Owners desire to grant liens and
security interests on the Initial Mortgaged Properties and certain other
Collateral in favor of the Administrative Agent for the benefit of the Lenders
to secure the Guaranteed Obligations; and

         WHEREAS, the making of the Loans and the issuance of Letters of Credit
contemplated by this Agreement are of substantial benefit to the Credit Parties.

         NOW, THEREFORE, IT IS AGREED:

         SECTION 1.  Amount and Terms of Credit.

         1.01     Commitments to Extend Loans. (a) Subject to and upon the terms
and conditions set forth herein, each Lender severally agrees to make, at any
time and from time to time on and after the Effective Date and prior to the
Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall be made and maintained in Dollars, (ii) shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans
or Eurodollar Rate Loans, provided that, except as otherwise specifically
provided in Section 1.10 (b), all Revolving Loans comprising the same Borrowing
shall at all times be of the same Type, (iii) may be repaid and reborrowed in
accordance with the provisions hereof, (iv) shall not exceed for any Lender at
any time outstanding that aggregate principal amount which, when added to the
sum of (x) the aggregate principal amount of all other Revolving Loans made by
such Lender and then outstanding and (y) the product of (A) such Lender's
Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds
of, and simultaneously with the incurrence

<PAGE>

of, Revolving Loans) at such time and (2) the aggregate principal amount of all
Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds
of, and simultaneously with the incurrence of, Revolving Loans) then
outstanding, equals the Commitment of such Lender at such time, and (v) shall
not exceed for all of the Lenders at any time outstanding either (x) that
aggregate principal amount which, when added to the sum of (I) the aggregate
amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
are repaid with the proceeds of, and simultaneously with the incurrence of,
Revolving Loans) at such time and (II) the aggregate principal amount of all
Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds
of, and simultaneously with the incurrence of, Revolving Loans) then outstanding
equals the Borrowing Base Amount at such time (based on the Borrowing Base
Certificate last delivered or then being delivered) or (y) that aggregate
principal amount which, when added to the sum of (I) the aggregate amount of all
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid
with the proceeds of, and simultaneously with the incurrence of, Revolving
Loans) at such time and (II) the aggregate principal amount of all Swingline
Loans (exclusive of Swingline Loans which are paid with the proceeds of, and
simultaneously with the incurrence of, Revolving Loans) then outstanding, equals
the Total Commitment at such time.

         (b)      Subject to and upon the terms and conditions set forth herein,
the Swingline Lender agrees to make, at any time and from time to time on and
after the Effective Date and prior to the Swingline Expiry Date, a revolving
loan or revolving loans (each a "Swingline Loan" and, collectively, the
"Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and
maintained in Dollars and as Base Rate Loans, (ii) may be repaid and reborrowed
in accordance with the provisions hereof, (iii) shall not exceed at any time
outstanding either (x) that aggregate principal amount which, when added to the
sum of (I) the aggregate principal amount of all Revolving Loans then
outstanding and (II) the aggregate amount of all Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, Swingline Loans) at such time equals the
Borrowing Base Amount at such time (based on the Borrowing Base Certificate last
delivered or then being delivered) or (y) that aggregate principal amount which,
when added to the sum of (I) the aggregate amount of all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds
of, and simultaneously with the incurrence of, Swingline Loans) at such time and
(II) the aggregate principal amount of all Revolving Loans then outstanding,
equals the Total Commitment at such time, and (iv) shall not exceed in aggregate
principal amount at any time outstanding the Maximum Swingline Amount.
Notwithstanding anything to the contrary contained in this Section 1.01(b), (x)
the Swingline Lender shall not be obligated to make any Swingline Loans at a
time when a Lender Default exists unless the Swingline Lender has entered into
arrangements satisfactory to it and the Borrower to eliminate the Swingline
Lender's risk with respect to the Defaulting Lender's or Lenders' participation
in such Swingline Loans, including by cash collateralizing such Defaulting
Lender's or Lenders' Percentage of the outstanding Swingline Loans and (y) the
Swingline Lender shall not make any Swingline Loan after it has received written
notice from the Borrower or the Required Lenders stating that a Default or an
Event of Default exists and is continuing until such time as the Swingline
Lender shall have received written notice (I) of rescission of all such notices
from the party or parties originally delivering such notice or (II) of the
waiver of such Default or Event of Default by the Required Lenders.


                                      -2-
<PAGE>

         (c)      On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the Lenders that the Swingline Lender's outstanding
Swingline Loans shall be funded with one or more Borrowings of Revolving Loans
(provided that such notice shall be deemed to have been automatically given upon
the occurrence of a Default or an Event of Default under Section 10.05 or upon
the exercise of any of the remedies provided in the last paragraph of Section
10), in which case one or more Borrowings of Revolving Loans constituting Base
Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the
immediately succeeding Business Day by all Lenders pro rata based on each
Lender's Percentage (determined before giving effect to any termination of the
Commitments pursuant to the last paragraph of Section 10) and the proceeds
thereof shall be applied directly by the Swingline Lender to repay the Swingline
Lender for such outstanding Swingline Loans (although, unless a Default or an
Event of Default then exists, the Swingline Lender will not exercise such right
with respect to any outstanding Swingline Loans prior to the fourth Business Day
after the date that such Swingline Loan was made or if the Administrative Agent
has theretofore received a Notice of Borrowing the proceeds of which Borrowing
will be used to repay such outstanding Swingline Loans on or prior to the date
on which such Swingline Loans are due). Each Lender hereby irrevocably agrees to
make Revolving Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified in writing by the Swingline Lender notwithstanding (i)
the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing
Amount otherwise required hereunder, (ii) whether any conditions specified in
Section 6 are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the
Total Commitment or Borrowing Base Amount at such time. In the event that any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code with respect to the Borrower), then each
Lender hereby agrees that it shall forthwith purchase (as of the date the
Mandatory Borrowing would otherwise have occurred, but adjusted for any payments
received from the Borrower on or after such date and prior to such purchase)
from the Swingline Lender such participations in the outstanding Swingline Loans
as shall be necessary to cause the Lenders to share in such Swingline Loans
ratably based upon their respective Percentages (determined before giving effect
to any termination of the Commitments pursuant to the last paragraph of Section
10), provided that (x) all interest payable on the Swingline Loans shall be for
the account of the Swingline Lender until the date as of which the respective
participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to this
sentence is actually made, the purchasing Lender shall be required to pay the
Swingline Lender interest on the principal amount of the participation so
purchased for each day from and including the day upon which the Mandatory
Borrowing would otherwise have occurred to but excluding the date of payment for
such participation, at the overnight Federal Funds Rate for the first three days
and at the rate otherwise applicable to Revolving Loans maintained as Base Rate
Loans hereunder for each day thereafter.

         1.02     Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Revolving Loans and Swingline Loans shall not be
less than the Minimum Borrowing Amount applicable thereto. More than one
Borrowing may occur on the same date,


                                      -3-
<PAGE>
but at no time shall there be outstanding more than eight Borrowings of
Eurodollar Rate Loans in the aggregate (or such greater number as may be
acceptable to the Administrative Agent).

         1.03     Notice of Borrowing. (a) Whenever the Borrower desires to
incur Revolving Loans hereunder, it shall give the Administrative Agent at the
Notice Office at least one Business Day's prior written notice (or telephonic
notice promptly confirmed in writing) of each Base Rate Loan and at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) of each Eurodollar Rate Loan to be incurred hereunder, provided that
any such notice shall be deemed to have been given on a certain day only if
given before 12:00 Noon (New York time) on such day. Each such written notice or
written confirmation of telephonic notice (each, a "Notice of Borrowing"),
except as otherwise expressly provided in Section 1.10, shall be irrevocable and
shall be given by the Borrower in the form of Exhibit A, appropriately completed
to specify (i) the aggregate principal amount of the Revolving Loans to be
incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which
shall be a Business Day), (iii) whether such Revolving Loans are to be incurred
as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Rate Loans, the
initial Interest Period to be applicable thereto, (iv) the Borrowing Base Amount
at such time (based on the Borrowing Base Certificate last delivered or then
being delivered) and (v) the sum of (I) the aggregate principal amount of all
Loans outstanding at such time (after giving effect to the proposed Borrowing)
and (II) the aggregate amount of all Letter of Credit Outstandings at such time.
The Administrative Agent shall promptly give each Lender notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

         (b)(i)   Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M.
(New York time) on the date that a Swingline Loan is to be incurred hereunder,
written notice or telephonic notice promptly confirmed in writing of each
Swingline Loan to be incurred hereunder. Each such notice shall be in the form
of a Notice of Borrowing (appropriately completely) and shall be irrevocable and
specify in each case (A) the date of Borrowing (which shall be a Business Day),
(B) the aggregate principal amount of the Swingline Loans to be incurred
pursuant to such Borrowing, (C) the Borrowing Base Amount at such time (based on
the Borrowing Base Certificate last delivered or then being delivered) and (D)
the sum of (I) the aggregate principal amount of all Loans outstanding at such
time (after giving effect to the proposed Borrowing) and (II) the aggregate
amount of all Letter of Credit Outstandings at such time.

         (ii)     Mandatory Borrowings shall be made upon the notice specified
in Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(c).

         (c)      Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder of any
Borrowing or prepayment of Loans or any revocation of any Letter of Credit
Request, the Administrative Agent, the Swingline Lender or the applicable
Issuing Lender, as the case may be, may act without liability upon the basis of
telephonic notice of Borrowing, prepayment or revocation, as the case may be,
believed by the Administrative Agent, the Swingline Lender or the applicable
Issuing Lender, as the case may be, in good faith to be from the chairman of the
board, the chief executive officer,


                                      -4-
<PAGE>

the president or a Senior Financial Officer of the Borrower, or from any other
authorized officer of the Borrower designated in writing by any of the foregoing
officers of the Borrower to the Administrative Agent as being authorized to give
such notices, prior to receipt of written confirmation. In each such case, the
Borrower hereby waives the right to dispute the Administrative Agent's, the
Swingline Lender's or the applicable Issuing Lender's record of the terms of
such telephonic notice of such Borrowing or prepayment of Loans or such
revocation of a Letter of Credit Request, as the case may be, absent manifest
error.

         1.04     Disbursement of Funds. No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, no later than 3:00 P.M. (New York time) on the date specified
pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no
later than 1:00 P.M. (New York time) on the date specified in Section 1.01(c),
each Lender will make available its pro rata portion (determined in accordance
with Section 1.07) of each such Borrowing requested to be made on such date (or,
in the case of Swingline Loans, the Swingline Lender will make available the
full amount thereof. All such amounts will be made available in Dollars and in
immediately available funds at the Payment Office, and, except for Revolving
Loans made pursuant to a Mandatory Borrowing, the Administrative Agent will make
available to the Borrower at the Payment Office, the aggregate of the amounts so
made available by the Lenders to the extent of funds actually received by the
Administrative Agent. Unless the Administrative Agent shall have been notified
by any Lender prior to the date of Borrowing that such Lender does not intend to
make available to the Administrative Agent such Lender's portion of any
Borrowing to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on such date
of Borrowing and the Administrative Agent may (but shall not be obligated to),
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the
Administrative Agent by such Lender, the Administrative Agent shall be entitled
to recover such corresponding amount on demand from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower and
the Borrower shall pay such corresponding amount to the Administrative Agent one
Business Day after the Administrative Agent's demand therefor. The
Administrative Agent shall also be entitled to recover on demand from such
Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, at the overnight Federal Funds
Rate for the first three days and at the interest rate otherwise applicable to
such Loans for each day thereafter, and (ii) if recovered from the Borrower, the
rate of interest applicable to the respective Borrowing, as determined pursuant
to Section 1.08. Nothing in this Section 1.04 shall be deemed to relieve any
Lender from its obligation to make Loans hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any failure by
such Lender to make Loans hereunder.

         1.05     Notes. (a) Subject to the provisions of Section 1.05(e), the
Borrower's obligation to pay the principal of, and interest on, the Loans made
by each Lender which is a party to the Existing Agreement are and shall continue
to be evidenced by the notes (each an "Existing Note" and collectively, the
"Existing Notes") executed and delivered by the Borrower


                                      -5-
<PAGE>

to such Lender pursuant to the Existing Agreement and the Loans made by any
other Lender shall be evidenced (i) if Revolving Loans, by a promissory note
duly executed and delivered by the Borrower substantially in the form of Exhibit
B-1, with blanks appropriately completed in conformity herewith (each a
"Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-2, with blanks appropriately completed in
conformity herewith (the "Swingline Note"). The Borrower hereby reaffirms its
obligations under the Existing Notes and the parties agree that (i) the Existing
Notes shall constitute Revolving Notes and Swingline Notes, as applicable, for
all purposes hereunder and under the other Credit Documents, (ii) anything in
the Existing Notes to the contrary notwithstanding, interest thereon shall be
paid at the rates and at the times provided in Section 1.08 and (iii) the
Existing Notes shall be entitled to the benefits of this Agreement and the other
Credit Documents and secured by the Security Documents. Notwithstanding the
foregoing, the Borrower shall execute and deliver a Note in replacement of an
Existing Note to any Lender which requests the same.

         (b)      The Revolving Note issued to each Lender shall (i) be executed
by the Borrower (or if the Co-Borrower is formed in accordance with Section
8.04(b), by the Borrower and Co-Borrower on a joint and several basis in
accordance with Section 1.05(f)), (ii) be payable to such Lender or its
registered assigns and be dated the date of issuance, (iii) be in a stated
principal amount equal to the Commitment of such Lender (or if issued after the
termination thereof, be in a stated principal amount equal to the outstanding
principal amount of the Revolving Loans of such Lender on the date of the
issuance thereof) and be payable in Dollars in the principal amount of Revolving
Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v)
bear interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and Eurodollar Rate Loans, as the case may be, evidenced
thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01,
and mandatory repayment as provided in Section 4.02, and (vii) be entitled to
the benefits of this Agreement and the other Credit Documents and secured by the
Security Documents.

         (c)      The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower (or if the Co-Borrower is formed in accordance with
Section 8.04(b), by the Borrower and the Co-Borrower on a joint and several
basis in accordance with Section 1.05(f)), (ii) be payable to the order of the
Swingline Lender and be dated the date of issuance, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in Dollars
in the principal amount of Swingline Loans evidenced thereby from time to time,
(iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the
appropriate clause of Section 1.09 in respect of the Base Rate Loans evidenced
thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01,
and mandatory repayment as provided in Section 4.02, and (vii) be entitled to
the benefits of this Agreement and the other Credit Documents and secured by the
Security Documents.

         (d)      Each Lender will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in such notation shall not affect the Borrower's obligations in
respect of such Loans.


                                      -6-
<PAGE>

         (e)      Notwithstanding anything to the contrary contained above or
elsewhere in this Agreement, Notes shall only be delivered to Lenders which at
any time (or from time to time) specifically request the delivery of such Notes.
No failure of any Lender to request or obtain a Note evidencing its Loans to the
Borrower shall affect or in any manner impair the obligations of the Borrower to
pay the Loans (and all related Obligations) which would otherwise be evidenced
thereby in accordance with the requirements of this Agreement, and shall not in
any way affect the guaranty therefor provided pursuant to the Subsidiaries
Guaranty. Any Lender which does not have a Note evidencing its outstanding Loans
shall in no event be required to make the notations otherwise described in
preceding clause (d) of this Section 1.05. At any time when any Lender requests
the delivery of a Note to evidence its outstanding Loans and Commitment (if
any), the Borrower shall promptly execute and deliver to the respective Lender
the requested Note in the appropriate amount or amounts to evidence such Loans.

         (f)      In the event that the Borrower forms the Co-Borrower in
accordance with Section 8.04(b), at such time (i) the Borrower shall cause the
Co-Borrower to execute and deliver the Joinder Agreement in the form of Exhibit
C (the "Joinder Agreement") pursuant to which the Co-Borrower shall become a
Credit Party party to this Agreement and certain of the other Credit Documents,
and (ii) the Borrower shall, and shall cause the Co-Borrower to, execute and
deliver to the Administrative Agent (x) a Note in replacement of each Note then
outstanding to evidence the joint and several liability of the Borrower and the
Co-Borrower for the indebtedness evidenced thereby, and (y) all relevant
officers' certificates, resolutions, opinions of counsel and other documentation
of the type described in Sections 5.02 and 5.03 as the Co-Borrower would have
had to deliver if it were a Credit Party party to this Agreement on the
Effective Date and as otherwise may be reasonably requested by the
Administrative Agent.

         1.06     Conversions. The Borrower shall have the option to convert, on
any Business Day occurring after the Effective Date, all or a portion equal to
at least the Minimum Borrowing Amount of the outstanding principal amount of
Revolving Loans made pursuant to one or more Borrowings of one or more Types of
Revolving Loans into a Borrowing of another Type of Revolving Loan, provided
that (i) except as otherwise provided in Section 1.10(b), Eurodollar Rate Loans
may be converted into Base Rate Loans only on the last day of an Interest Period
applicable to the Revolving Loans being converted and no such partial conversion
of Eurodollar Rate Loans shall reduce the outstanding principal amount of such
Eurodollar Rate Loans made pursuant to a single Borrowing to less than the
Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders
otherwise specifically agree, Base Rate Loans may only be converted into
Eurodollar Rate Loans if no Specified Default or Event of Default is in
existence on the date of the conversion, and (iii) no conversion pursuant to
this Section 1.06 shall result in a greater number of Borrowings of Eurodollar
Rate Loans than is permitted under Section 1.02. Each such conversion shall be
effected by the Borrower by giving the Administrative Agent at the Notice Office
prior to 12:00 Noon (New York time) at least three Business Days' prior notice
(each a "Notice of Conversion/Continuation"), in the form of Exhibit D,
appropriately completed to specify the Revolving Loans to be so converted, the
Borrowing or Borrowings pursuant to which such Revolving Loans were made and, if
to be converted into Eurodollar Rate Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Lender prompt
notice of any such proposed conversion. Swingline Loans may not be converted
pursuant to this Section 1.06.


                                      -7-
<PAGE>

         1.07     Pro Rata Borrowings. All Borrowings of Revolving Loans made
pursuant to Section 1.01(a) shall be incurred from the Lenders pro rata on the
basis of their Commitments. All Mandatory Borrowings made pursuant to Section
1.01(c) shall be made by the Lenders pro rata on the basis of their Percentages.
All Borrowings of Revolving Loans pursuant to Sections 1.06 and 1.08 shall be
made on the basis that the various Lenders will have a share of each Borrowing
which is the same percentage as a fraction the numerator of which is the
outstanding principal amount of Revolving Loans of such Lender and the
denominator of which is the aggregate principal amount of outstanding Revolving
Loans of all Lenders. It is understood that no Lender shall be responsible for
any default by any other Lender of its obligation to make Loans hereunder and
that each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans
hereunder.

         1.08     Interest. (a) The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date of the
Borrowing thereof until the earlier of (x) the maturity thereof (whether by
acceleration or otherwise) and (y) the conversion of such Base Rate Loan to a
Eurodollar Rate Loan pursuant to Section 1.06, at a rate per annum which shall
be equal to the sum of the Base Rate plus the relevant Applicable Margin each as
in effect from time to time.

         (b)      The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Rate Loan from the date of the Borrowing
thereof until the earlier of (x) the maturity thereof (whether by acceleration
or otherwise) and (y) the conversion of such Eurodollar Rate Loan to a Base Rate
Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of the Eurodollar Rate for such Interest Period plus the Applicable Margin as in
effect from time to time during such Interest Period.

         (c)      Notwithstanding the foregoing, (i) upon the occurrence and
during the continuance of an Event of Default, all outstanding Loans shall bear
interest at a rate per annum equal to the greater of (x) the rate then borne by
such Loans and (y) the sum of the Base Rate as in effect from time to time plus
4.5%, and (ii) to the extent permitted by law, overdue interest in respect of
each Loan and any other overdue amount payable hereunder shall, in each case,
bear interest at a rate per annum equal to the sum of the Base Rate as in effect
from time to time plus 4.5%.

         (d)      Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Rate Loan, on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period
in excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period, and (iii) in respect of each Loan, on any
repayment or prepayment (on the amount repaid or prepaid), at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.

         (e)      Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for the respective Interest Period to
be applicable to Eurodollar Rate Loans and shall promptly notify the Borrower
and the Lenders thereof. Each such determination shall, absent manifest error,
be final and conclusive and binding on all parties hereto.


                                      -8-
<PAGE>

                  1.09     Interest Periods. At the time the Borrower gives any
Notice of Borrowing or Notice of Conversion/Continuation in respect of the
making of, or conversion into, any Eurodollar Rate Loan (in the case of the
initial Interest Period applicable thereto) or prior to 12:00 Noon (New York
time) on the third Business Day prior to the expiration of an Interest Period
applicable to such Eurodollar Rate Loan (in the case of any subsequent Interest
Period), the Borrower shall have the right to elect, by giving the
Administrative Agent notice thereof, a one, two or three month interest period
or, if consented to by the Administrative Agent and otherwise available to all
of the Lenders, a period of less than one month (each an "Interest Period")
applicable to such Eurodollar Rate Loan, provided that:

                  (i)      all Eurodollar Rate Loans comprising a single
         Borrowing shall at all times have the same Interest Period;

                  (ii)     the initial Interest Period for any Borrowing of
         Eurodollar Rate Loans shall commence on the date of such Borrowing
         (including the date of any conversion thereto from a Base Rate Loan)
         and each Interest Period occurring thereafter in respect of such
         Eurodollar Rate Loans shall commence on the day on which the next
         preceding Interest Period applicable thereto expires;

                  (iii)    if any Interest Period for a Eurodollar Rate Loan
         begins on a day for which there is no numerically corresponding day in
         the calendar month at the end of such Interest Period, such Interest
         Period shall end on the last Business Day of such calendar month;

                  (iv)     if any Interest Period for a Eurodollar Rate Loan
         would otherwise expire on a day which is not a Business Day, such
         Interest Period shall expire on the next succeeding Business Day;
         provided, however, that if any Interest Period for a Eurodollar Rate
         Loan would otherwise expire on a day which is not a Business Day but is
         a day of the month after which no further Business Day occurs in such
         month, such Interest Period shall expire on the next preceding Business
         Day;

                  (v)      unless the Required Lenders otherwise specifically
         agree, no Interest Period may be selected at any time when a Specified
         Default or an Event of Default is then in existence; and

                  (vi)     no Interest Period in respect of any Borrowing of
         Eurodollar Rate Loans shall be selected which extends beyond the
         Maturity Date.

                  If by 12:00 Noon (New York time) on the third Business Day
preceding the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Rate Loans, (x) the Borrower has failed to elect a new Interest
Period to be applicable to such Eurodollar Rate Loans as provided above, the
Borrower shall be deemed to have elected to continue such Eurodollar Rate Loans
as a new Borrowing of Eurodollar Rate Loans having an Interest Period of one
month, or (y) the Borrower is not permitted to elect a new Interest Period to be
applicable to such Eurodollar Rate Loans as provided above, the Borrower shall
be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate
Loans. Each deemed election under this paragraph shall be effective as of the
expiration date of such current Interest Period.


                                      -9-
<PAGE>

                  1.10     Increased Costs, Illegality, etc. (a) In the event
that any Lender shall have determined in good faith (which determination shall,
absent manifest error, be final and conclusive and binding upon all parties
hereto but, with respect to clause (i) below, may be made only by the
Administrative Agent):

                  (i)      on any Interest Determination Date that, by reason of
         any changes arising after the Effective Date affecting the applicable
         interbank market, adequate and fair means do not exist for ascertaining
         the applicable interest rate on the basis provided for in the
         definition of the Eurodollar Rate; or

                  (ii)     at any time, that such Lender shall incur increased
         costs or reductions in the amounts received or receivable hereunder
         with respect to any Eurodollar Rate Loan because of (x) any change
         arising after the Effective Date in any applicable law or governmental
         rule, regulation, order, guideline or request (whether or not having
         the force of law) or in the interpretation or administration thereof by
         the NAIC or any governmental authority, central bank or comparable
         agency charged with the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, order, guideline or request, such as, for example, but not
         limited to: (A) a change in the basis of taxation of payment to any
         Lender of the principal of or interest on such Loans or any other
         amounts payable hereunder (except for changes in the rate of tax on, or
         determined by reference to, the net income or profits or franchise
         taxes based on net income of such Lender pursuant to the laws of the
         country in which it is organized or in which its principal office or
         applicable lending office is located or any subdivision thereof or
         therein) or (B) a change in official reserve requirements (except to
         the extent included in the computation of the Eurodollar Rate) or any
         special deposit, assessment or similar requirement against assets of,
         deposits with or for the account of, or credit extended by, any Lender
         (or its applicable lending office) and/or (y) other circumstances since
         the Effective Date affecting the applicable interbank market or the
         position of such Lender and lenders generally in such market; or

                  (iii)    at any time after the date of this Agreement, that
         the making or continuance of any Eurodollar Rate Loan has been made (x)
         unlawful by any law or governmental rule, regulation or order, (y)
         impossible by compliance by any Lender in good faith with any
         governmental request (whether or not having force of law) or (z)
         impracticable as a result of a contingency occurring after the
         Effective Date which materially and adversely affects the applicable
         interbank market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone promptly
confirmed in writing) to the Borrower and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Rate Loans shall no
longer be available until such time as the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice by
the Administrative Agent no longer exist, and any Notice of Borrowing or any
Notice of Conversion/Continuation given by the Borrower with respect to such
Loans which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower shall,


                                      -10-
<PAGE>

subject to the provisions of Section 13.17 (to the extent applicable), pay to
such Lender, within 10 days of its written request therefor, such additional
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in good faith shall reasonably
determine) as shall be required to compensate such Lender for such increased
costs or reductions in amounts received or receivable hereunder (a written
notice as to the additional amounts owed to such Lender, showing in reasonable
detail the basis for the calculation thereof, submitted to the Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding on all
the parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law.

         (b)      At any time that any Eurodollar Rate Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and,
in the case of a Eurodollar Rate Loan affected by the circumstances described in
Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Rate Loan
then being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if
the affected Eurodollar Rate Loan is then outstanding, upon at least two
Business Days' written notice to the Administrative Agent, require the affected
Lender in the case of a Eurodollar Rate Loan, to convert such Eurodollar Rate
Loan into a Base Rate Loan, provided that if more than one Lender is affected at
any time as described above in this clause (b), then all affected Lenders must
be treated the same pursuant to this Section 1.10(b).

         (c)      If at any time after the Effective Date any Lender determines
that the introduction of or any change (which introduction or change shall have
occurred after the Effective Date) in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any governmental authority, central bank
or comparable agency charged with the interpretation or administration thereof,
will have the effect of increasing the amount of capital required or expected to
be maintained by such Lender or any corporation controlling such Lender based on
the existence of such Lender's Commitment hereunder or its obligations
hereunder, then the Borrower agrees to pay, subject to the provisions of Section
13.17 (to the extent applicable), to such Lender, within 10 days of its written
request therefor, such additional amounts as shall be required to compensate
such Lender or such other corporation for the increased cost to such Lender or
such other corporation or the reduction in the rate of return to such Lender or
such other corporation as a result of such increase of capital. In determining
such additional amounts, each Lender will act reasonably and in good faith and
will use averaging and attribution methods which are reasonable, provided that
such Lender's determination of compensation owing under this Section 1.10(c)
shall, absent manifest error, be final and conclusive and binding on all the
parties hereto. Each Lender, upon determining that any additional amounts will
be payable pursuant to this Section 1.10(c), will give prompt written notice
thereof to the Borrower, which notice shall show in reasonable detail the basis
for calculation of such additional amounts.

         1.11 Compensation. The Borrower shall, subject to the provisions of
Section 13.17 (to the extent applicable), compensate each Lender, within 10 days
of its written request


                                      -11-
<PAGE>

(which request shall set forth in reasonable detail the basis for requesting
such compensation), for all reasonable losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Lender to fund its Eurodollar Rate Loans, but excluding loss of anticipated
profits) which such Lender may sustain: (i) if for any reason (other than a
default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Rate Loans does not occur on a date
specified therefor in the Notice of Borrowing, or a Notice of
Conversion/Continuation (whether or not withdrawn or deemed withdrawn pursuant
to Section 1.10(a)); (ii) if any repayment (including any repayment made
pursuant to Section 4.01 or 4.02 or as a result of an acceleration of the Loans
pursuant to Section 10) or conversion of any Eurodollar Rate Loans occurs on a
date which is not the last day of an Interest Period or maturity date with
respect thereto, as the case may be; (iii) if any prepayment of any Eurodollar
Rate Loans is not made on any date specified in a notice of prepayment given by
the Borrower; or (iv) as a consequence of any election made pursuant to Section
1.10(b).

         1.12     Lending Offices. Each Lender may at any time or from time to
time designate, by written notice to the Administrative Agent to the extent not
already reflected on Schedule II, one or more lending offices (which, for this
purpose, may include Affiliates of the respective Lender) for the Loans made by
such Lender hereunder; provided that, for designations made after the Effective
Date, to the extent such designation shall result in increased costs under
Section 1.10, 2.06 or 4.04 in excess of those which would be charged in the
absence of such designation of a different lending office (including a different
Affiliate of the respective Lender), then the Borrower shall not be obligated to
pay such excess increased costs (although the Borrower, in accordance with and
pursuant to the other provisions of this Agreement, shall be obligated to pay
the costs which would apply in the absence of such designation and any
subsequent increased costs of the type described above resulting from changes
after the date of the respective designation). Each lending office and Affiliate
of any Lender designated as provided above shall, for all purposes of this
Agreement, be treated in the same manner as the respective Lender (and shall be
entitled to all indemnities and similar provisions in respect of its acting as
such hereunder). Nothing in this Section 1.12 shall affect or postpone any of
the obligations of the Borrower or the right of any Lender provided in Sections
1.10, 2.06 and 4.04.

         1.13     Requested Designation of other Lending Offices. Each Lender
agrees that on the occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with
respect to such Lender, it will, if requested by the Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate
another lending office for any Loans affected by such event, provided that such
designation is made on such terms that such Lender and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section. Nothing
in this Section 1.13 shall affect or postpone any of the obligations of the
Borrower or the right of any Lender provided in Sections 1.10, 2.06 and 4.04.

         1.14     Replacement of Lenders. (a) If any Lender becomes a Defaulting
Lender or otherwise defaults in its obligations to make Loans, (y) upon the
occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Lender
which results in such Lender charging to the Borrower increased


                                      -12-
<PAGE>

costs in excess of those being generally charged by the other Lenders or (z) in
the case of certain refusals by a Lender to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders as (and to the extent) provided in Section
13.12(b), the Borrower shall have the right, if no Specified Default or Event of
Default then exists (or, in the case of the preceding clause (z), no Specified
Default or Event of Default will exist immediately after giving effect to such
replacement), to replace such Lender (the "Replaced Lender") with one or more
other Eligible Transferees, none of whom shall constitute a Defaulting Lender at
the time of such replacement (collectively, the "Replacement Lender"), and each
of whom shall be required to be reasonably acceptable to the Administrative
Agent; provided that (i) at the time of any replacement pursuant to this Section
1.14, the Replacement Lender shall enter into one or more Assignment and
Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable
pursuant to said Section 13.04(b) to be paid by the Replacement Lender) pursuant
to which the Replacement Lender shall acquire the Commitment and all outstanding
Loans of, and participations in Letters of Credit by, the Replaced Lender and,
in connection therewith, shall pay to (x) the Replaced Lender in respect thereof
an amount equal to the sum of (I) the principal of, and all accrued interest on,
all outstanding Loans of the Replaced Lender, (II) an amount equal to all Unpaid
Drawings that have been funded by (and not reimbursed to) such Replaced Lender,
together with all then unpaid interest with respect thereto at such time and
(III) all accrued, but theretofore unpaid, Fees owing to the Replaced Lender
pursuant to Section 3.01, (y) each Issuing Lender an amount equal to such
Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains
an Unpaid Drawing) to the extent such amount was not theretofore funded by such
Replaced Lender to such Issuing Lender and (z) the Swingline Lender an amount
equal to such Replaced Lender's Percentage of any Mandatory Borrowings to the
extent such amount was not theretofore funded by such Replaced Lender to the
Swingline Lender and (ii) all obligations of the Borrower due and owing to the
Replaced Lender at such time (other than those specifically described in clause
(i) above in respect of which the assignment purchase price has been, or is
concurrently being, paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to above,
recordation of the assignment on the Register by the Administrative Agent
pursuant to Section 13.15 and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement (including, without
limitation, Sections 1.09, 1.10, 2.06, 4.04, 12.06 and 13.01), which shall
survive as to such Replaced Lender.

         SECTION  2. Letters of Credit.

         2.01     Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request that an Issuing Lender
issue, at any time and from time to time on and after the Effective Date and
prior to the 60th day prior to the Maturity Date, (x) for the account of the
Borrower and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations of
the Borrower or any of its Subsidiaries, an irrevocable standby letter of
credit, in a form customarily used by such Issuing Lender or in such other form
as has been reasonably approved by such Issuing Lender and (y) for the account
of the Borrower and for the benefit of sellers of goods to the Borrower or any
of its


                                      -13-
<PAGE>

Subsidiaries, an irrevocable trade letter of credit, in a form customarily used
by such Issuing Lender or in such other form as has been reasonably approved by
such Issuing Lender (each such letter of credit issued pursuant to this Section
2.01, a "Letter of Credit"). All Letters of Credit shall be denominated in
Dollars and shall be issued on a sight basis only; it being understood, however,
that the Borrower may by written notice (including facsimile transmission) made
to the Administrative Agent and the respective Issuing Lender as part of the
respective Letter of Credit Request, or subsequent to such Letter of Credit
Request so long as such request is made at least five Business Days' (or such
shorter period as is acceptable to such Issuing Lender) prior to the date
requested for the issuance of such Letter of Credit, require that any sight
draft drawing all or any portion of such Letter of Credit be accompanied by
additional documents or certifications, which notice shall specify a precise
description of the documents and the verbatim text of any certificates to be
presented by the beneficiary of such Letter of Credit, which if presented by
such beneficiary prior to the expiration date of the Letter of Credit would
require the Issuing Lender to make a payment under such Letter of Credit,
although the respective Issuing Lender may, in its reasonable judgment, require
changes in any such documents and certificates to conform with changes in
customary and commercially reasonable practice or law.

         (b)      Subject to and upon the terms and conditions set forth herein,
each Issuing Lender agrees that it will, at any time and from time to time on
and after the Effective Date and prior to the 60th day prior to the Maturity
Date, following its receipt of the respective Letter of Credit Request, issue
for the account of the Borrower, one or more Letters of Credit as are permitted
to remain outstanding hereunder without giving rise to a Default or an Event of
Default, provided that no Issuing Lender shall be under any obligation to issue
any Letter of Credit of the types described above if at the time of such
issuance:

                  (i)      any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such Issuing Lender from issuing such Letter of Credit or any
         requirement of law applicable to such Issuing Lender or any request or
         directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over such Issuing Lender shall
         prohibit, or request that such Issuing Lender refrain from, the
         issuance of letters of credit generally or such Letter of Credit in
         particular or shall impose upon such Issuing Lender with respect to
         such Letter of Credit any restriction or reserve or capital requirement
         (for which such Issuing Lender is not otherwise compensated) not in
         effect on the Effective Date, or any unreimbursed loss, cost or expense
         which was not applicable or in effect with respect to such Issuing
         Lender as of the date hereof and which such Issuing Lender reasonably
         and in good faith deems material to it; or

                  (ii)     such Issuing Lender shall have received notice from
         the Borrower or the Required Lenders prior to the issuance of such
         Letter of Credit of the type described in the second sentence of
         Section 2.03(b).

                  (iii)    Each Issuing Lender (unless the Issuing Lender is the
         Administrative Agent) agrees to provide to the Administrative Agent by
         facsimile promptly on the first Business Day of each week the daily
         aggregate Stated Amount of all Letters of Credit issued by such Issuing
         Lender and outstanding during the immediately preceding week.


                                      -14-
<PAGE>

         2.02     Maximum Letter of Credit Outstandings; Final Maturities.
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time would exceed any of (x) $50,000,000, (y) when added to the sum of (I)
the aggregate principal amount of all Revolving Loans then outstanding and (II)
the aggregate principal amount of all Swingline Loans then outstanding, an
amount equal to the Borrowing Base Amount at such time (based on the Borrowing
Base Certificate last delivered or then being delivered) or (z) when added to
the sum of (I) the aggregate principal amount of all Revolving Loans then
outstanding and (II) the aggregate principal amount of all Swingline Loans then
outstanding, an amount equal to the Total Commitment at such time, (ii) each
standby Letter of Credit shall by its terms terminate on or before the earlier
of (x) the date which occurs 12 months after the date of the issuance thereof
(although any such standby Letter of Credit may be extendible for successive
periods of up to 12 months, but not beyond the fifth Business Day prior to the
Maturity Date, on terms acceptable to such Issuing Lender) and (y) five Business
Days prior to the Maturity Date, and (iii) each trade Letter of Credit shall by
its terms terminate on or before the earlier of (x) the date which occurs 180
days after the date of the issuance thereof and (y) 15 days prior to the
Maturity Date.

         2.03     Letter of Credit Requests; Minimum Stated Amount. (a) Whenever
the Borrower desires that a Letter of Credit be issued for its account, the
Borrower shall give the Administrative Agent and the respective Issuing Lender
at least five Business Days' (or such shorter period as is acceptable to such
Issuing Lender) written notice thereof (including by way of facsimile
transmission). Each notice shall be in the form of Exhibit E (each a "Letter of
Credit Request"). Each such Letter of Credit Request may be revoked
telephonically by the Borrower to the applicable Issuing Lender and the
Administrative Agent any time prior to the date of issuance of the Letter of
Credit by the applicable Issuing Lender, which revocation shall be immediately
confirmed in writing by the Borrower to such Issuing Lender and the
Administrative Agent by facsimile.

         (b)      The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower that such Letter of Credit may
be issued in accordance with, and will not violate the requirements of, Section
2.02. Unless the respective Issuing Lender has received notice from the Borrower
or the Required Lenders before it issues a Letter of Credit that one or more of
the conditions specified in Section 6 are not then satisfied, or that the
issuance of such Letter of Credit would violate Section 2.02, then such Issuing
Lender shall, subject to the terms and conditions of this Agreement, issue the
requested Letter of Credit for the account of the Borrower in accordance with
such Issuing Lender's usual and customary practices. Upon its issuance of or
amendment to any Letter of Credit, the respective Issuing Lender shall promptly
notify the Borrower and the Administrative Agent, in writing, of such issuance
or amendment and such notice shall be accompanied by a copy of the issued Letter
of Credit or amendment. Notwithstanding anything to the contrary contained in
this Agreement, in the event that a Lender Default exists, no Issuing Lender
shall be required to issue any Letter of Credit unless such Issuing Lender has
entered into an arrangement satisfactory to it and the Borrower to eliminate
such Issuing Lender's risk with respect to the participation in Letters of
Credit by the Defaulting Lender or Lenders, including by cash collateralizing
such Defaulting Lender's or Lenders' Percentage of the Letter of Credit
Outstandings.


                                      -15-
<PAGE>

         (c)      The initial Stated Amount of each Letter of Credit shall not
be less than $100,000 or such lesser amount as is acceptable to the respective
Issuing Lender.

         2.04     Letter of Credit Participations. (a) Immediately upon the
issuance by each Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to each Lender, other than such
Issuing Lender (each such Lender, in its capacity under this Section 2.04, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Percentage, in such Letter of Credit, each drawing or payment
made thereunder and the obligations of the Borrower under this Agreement with
respect thereto, and any security therefor or guaranty pertaining thereto. Upon
any change in the Commitments or Percentages of the Lenders pursuant to Section
1.14 or 13.04, it is hereby agreed that, with respect to all outstanding Letters
of Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new Percentages of
the assignor and assignee Lender, as the case may be.

         (b)      In determining whether to pay under any Letter of Credit
issued by it, no Issuing Lender shall have an obligation relative to the other
Lenders other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Issuing Lender under or
in connection with any Letter of Credit issued by it shall not create for such
Issuing Lender any resulting liability to the Borrower, any other Credit Party,
any Lender or any other Person unless such action is taken or omitted to be
taken with gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

         (c)      In the event that any Issuing Lender makes any payment under
any Letter of Credit issued by it and the Borrower shall not have reimbursed
such amount in full to such Issuing Lender pursuant to Section 2.05(a), such
Issuing Lender shall promptly notify the Administrative Agent, which shall
promptly notify each Participant of such failure, and, except as provided in the
proviso of the immediately succeeding sentence, each Participant shall promptly
and unconditionally pay to such Issuing Lender the amount of such Participant's
Percentage of such unreimbursed payment in Dollars and in same day funds. If the
Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any
Business Day, any Participant required to fund a payment under a Letter of
Credit, such Participant shall make available to the respective Issuing Lender
in Dollars such Participant's Percentage of the amount of such payment on such
Business Day in same day funds; provided, however, that no Participant shall be
obligated to pay to the respective Issuing Lender its Percentage of such
unreimbursed amount for any wrongful payment made by such Issuing Lender under a
Letter of Credit issued by it as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Issuing Lender (as
determined by a court of competent jurisdiction in a final and non-appealable
decision). If and to the extent such Participant shall not have so made its
Percentage of the amount of such payment available to the respective Issuing
Lender, such Participant agrees to pay to such Issuing Lender, forthwith on
demand such amount, together with interest thereon, for each day from such date
until the date such amount is paid to such Issuing Lender at the overnight
Federal Funds Rate for the first three days and at the


                                      -16-
<PAGE>

interest rate applicable to Revolving Loans maintained as Base Rate Loans for
each day thereafter. The failure of any Participant to make available to the
respective Issuing Lender its Percentage of any payment under any Letter of
Credit shall not relieve any other Participant of its obligation hereunder to
make available to such Issuing Lender its Percentage of any Letter of Credit on
the date required, as specified above, but no Participant shall be responsible
for the failure of any other Participant to make available to such Issuing
Lender such other Participant's Percentage of any such payment.

                  (d)      Whenever an Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
Participant which has paid its Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate amount
funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

                  (e)      The obligations of the Participants to make payments
to each Issuing Lender with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever (except
as otherwise provided in the proviso to the second sentence of Section 2.04(c))
and shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

                  (i)      any lack of validity or enforceability of this
         Agreement or any of the other Credit Documents;

                  (ii)     the existence of any claim, setoff, defense or other
         right which the Borrower or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Issuing Lender, any
         Participant or any other Person, whether in connection with this
         Agreement, any Letter of Credit, the transactions contemplated herein
         or any unrelated transactions (including any underlying transaction
         between the Borrower or any Subsidiary of the Borrower and the
         beneficiary named in any such Letter of Credit);

                  (iii)    any draft, certificate or any other document
         presented under any Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect;

                  (iv)     the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v)      the occurrence of any Default or Event of Default.

                  2.05     Agreement to Repay Letter of Credit Drawings. (a) The
Borrower agrees to reimburse each Issuing Lender, by making payment to the
Administrative Agent in Dollars and in immediately available funds at the
Payment Office, for any payment or disbursement made by such Issuing Lender
under any Letter of Credit issued by it (each such amount so paid until
reimbursed, an "Unpaid Drawing"), not later than one Business Day following
receipt by the


                                      -17-
<PAGE>
Borrower of notice of such payment or disbursement (provided that no such notice
shall be required to be given if a Default or an Event of Default under Section
10.05 shall have occurred and be continuing, in which case the Unpaid Drawing
shall be due and payable immediately without presentment, demand, protest or
notice of any kind (all of which are hereby waived by the Borrower)), with
interest on the amount so paid or disbursed by such Issuing Lender, to the
extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such
payment or disbursement, from and including the date paid or disbursed to but
excluding the date such Issuing Lender was reimbursed by the Borrower therefor
at a rate per annum which shall be the sum of the Applicable Margin for
Revolving Loans that are maintained as Base Rate Loans plus the Base Rate each
as in effect from time to time; provided, however, to the extent such amounts
are not reimbursed prior to 1:00 P.M (New York time) on the third Business Day
following the receipt by the Borrower of notice of such payment or disbursement
or following the occurrence of a Default or an Event of Default under Section
10.05, interest shall thereafter accrue on the amounts so paid or disbursed by
such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum
which shall be the sum of the Base Rate as in effect from time to time plus
4.5%, in each such case, with interest to be payable on demand. Each Issuing
Lender shall give the Borrower prompt written notice of each Drawing under any
Letter of Credit issued by it, provided that the failure to give any such notice
shall in no way affect, impair or diminish the Borrower's obligations hereunder.

         (b)      The obligations of the Borrower under this Section 2.05 to
reimburse each Issuing Lender with respect to Unpaid Drawings (including, in
each case, interest thereon) shall be absolute and unconditional under any and
all circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against any Lender (including in
its capacity as issuer of the Letter of Credit or as Participant), including,
without limitation, any defense based upon the failure of any drawing or payment
under a Letter of Credit (each a "Drawing") to conform to the terms of the
Letter of Credit or any nonapplication or misapplication by the beneficiary of
the proceeds of such Drawing; provided, however, that the Borrower shall not be
obligated to reimburse the respective Issuing Lender for any wrongful payment
made by such Issuing Lender under a Letter of Credit issued by it as a result of
acts or omissions constituting willful misconduct or gross negligence on the
part of such Issuing Lender (as determined by a court of competent jurisdiction
in a final and non-appealable decision).

         2.06     Increased Costs. If at any time after the Effective Date, the
introduction of or any change in any applicable law, rule, regulation, order,
guideline or request or in the interpretation or administration thereof by the
NAIC or any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Issuing
Lender or any Participant with any request or directive by the NAIC or by any
such governmental authority, central bank or comparable agency (whether or not
having the force of law), shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by any Issuing Lender or participated in by any Participant, or
(ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement as it pertains to Letters of
Credit or their issuance thereof or participation therein; and the result of any
of the foregoing is to increase the cost to any Issuing Lender or any
Participant of issuing, maintaining or participating in any Letter of Credit, or
reduce the amount of any sum received or receivable by any Issuing Lender or any


                                      -18-
<PAGE>

Participant hereunder or reduce the rate of return on its capital with respect
to Letters of Credit (except for changes in the rate of tax on, or determined by
reference to, the net income or profits or franchise taxes based on net income
of such Issuing Lender or such Participant pursuant to the laws of the country
in which it is organized or in which its principal office or applicable lending
office is located or any subdivision thereof or therein), then, within 10 days
of the delivery of the certificate referred to below to the Borrower by such
Issuing Lender or such Participant (a copy of which certificate shall be sent by
such Issuing Lender or such Participant to the Administrative Agent), the
Borrower shall, subject to the provisions of Section 13.17 (to the extent
applicable), pay to such Issuing Lender or such Participant such additional
amount or amounts as will compensate such Issuing Lender or such Participant for
such increased cost or reduction in the amount receivable or reduction on the
rate of return on its capital. Each Issuing Lender or Participant, upon
determining that any additional amounts will be payable to it pursuant to this
Section 2.06, will give prompt written notice thereof to the Borrower, which
notice shall include a certificate submitted to the Borrower by such Issuing
Lender or such Participant (a copy of which certificate shall be sent by such
Issuing Lender or such Participant to the Administrative Agent), setting forth
in reasonable detail the basis for the calculation of such additional amount or
amounts necessary to compensate such Issuing Lender or such Participant. The
certificate required to be delivered pursuant to this Section 2.06 shall, absent
manifest error, be final and conclusive and binding on the Borrower.

         SECTION 3.        Commitment Commission; Other Fees; Reductions of
Commitment.

         3.01     Fees. (a) For each day during the period from the Effective
Date to but excluding the Maturity Date (or such earlier date on which the Total
Commitment has been terminated) the Borrower agrees to pay to the Administrative
Agent for distribution to each Non-Defaulting Lender a commitment commission
(the "Commitment Commission") computed at a rate per annum for each such day
equal to the then Applicable Commitment Commission Percentage on the daily
average of the Unutilized Commitment of such Lender as in effect from time to
time. Accrued Commitment Commission shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the Maturity Date (or on such
earlier date on which the Total Commitment shall have been terminated).

         (b)      The Borrower agrees to pay to the Administrative Agent for
distribution to each Lender (based on each such Lender's respective Percentage)
a fee in respect of each Letter of Credit issued hereunder (the "Letter of
Credit Fee") for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to the Applicable Margin
then in effect for Revolving Loans maintained as Eurodollar Rate Loans on the
daily Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
on the first day on or after the termination of the Total Commitment upon which
no Letters of Credit remain outstanding.

         (c)      The Borrower agrees to pay to each Issuing Lender, for its own
account, a facing fee in respect of each Letter of Credit issued by such Issuing
Lender hereunder (the "Facing Fee") for the period from and including the date
of issuance of such Letter of Credit to and including the date of the
termination or expiration of such Letter of Credit, computed at a


                                     -19-
<PAGE>

rate per annum equal to 1/8 of 1% on the daily Stated Amount of such Letter of
Credit, provided that in any event the minimum amount of the Facing Fee payable
in any 12 month period for each Letter of Credit shall be $500; it being agreed
that, on the date of issuance of any Letter of Credit and on each anniversary
thereof prior to the termination of such Letter of Credit, if $500 will exceed
the amount of Facing Fees that will accrue with respect to such Letter of Credit
for the immediately succeeding 12 month period, the full $500 shall be payable
on the date of issuance of such Letter of Credit and on each such anniversary
thereof. Except as otherwise provided in the proviso to the immediately
preceding sentence, accrued Facing Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and upon the first day on or after the
termination of the Total Commitment upon which no Letters of Credit remain
outstanding.

         (d)      The Borrower agrees to pay to each Issuing Lender, for its own
account, upon each payment under, issuance of, or amendment to, any Letter of
Credit, such amount as shall at the time of such event be the administrative
charge and the reasonable expenses which such Issuing Lender is generally
imposing in connection with such occurrence with respect to letters of credit.

         (e)      The Borrower agrees to pay such other fees as have been agreed
to in writing by the Borrower and the Administrative Agent.

         3.02     Voluntary Termination of Unutilized Commitments. (a) Upon at
least three Business Days' prior notice to the Administrative Agent at the
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), the Borrower shall have the right, at any time or from
time to time, without premium or penalty, to terminate the Total Unutilized
Commitment in whole, or reduce it in part, pursuant to this Section 3.02(a), in
an integral multiple of $5,000,000 in the case of partial reductions to the
Total Unutilized Commitment, provided that each such reduction shall apply
proportionately to permanently reduce the Commitment of each Lender.

         (b)      In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
terminate the entire Commitment of such Lender so long as all Loans, together
with accrued and unpaid interest, Fees and all other amounts owing to such
Lender are repaid concurrently with the effectiveness of such termination
pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified
to reflect such changed amounts), and at such time, such Lender shall no longer
constitute a "Lender" for purposes of this Agreement, except with respect to
indemnifications under this Agreement for periods when such Lender was a
"Lender" under this Agreement (including, without limitation, Sections 1.10,
1.11, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender.

         3.03     Mandatory Reduction of Commitments. The Total Commitment (and
the Commitment of each Lender) shall terminate in its entirety on the earliest
of (i) the date on which a Change of Control occurs, (ii) the date upon which
the Borrower (or the Co-Borrower if


                                      -20-
<PAGE>

formed) enters into any transaction of merger or consolidation, other than any
merger or consolidation permitted by Section 9.02(a), and (iii) the Maturity
Date.

         SECTION 4.      Prepayments; Payments; Taxes.

         4.01     Voluntary Prepayments. (a) The Borrower shall have the right
to prepay the Loans without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) the Borrower
shall give the Administrative Agent prior to 12:00 Noon (New York time) at the
Notice Office (x) in the case of Base Rate Loans, at least one Business Day's
prior written notice (or same day notice in the case of a prepayment of
Swingline Loans) (or telephonic notice promptly confirmed in writing) of its
intent to prepay such Base Rate Loans and (y) in the case of Eurodollar Rate
Loans, at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay such Eurodollar Rate
Loans, the principal amount of such prepayment and the Types of Loans to be
prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or
Borrowings pursuant to which such Eurodollar Rate Loans were made, which notice
the Administrative Agent shall promptly transmit to each of the Lenders, (ii)
each prepayment of Loans pursuant to this Section 4.01(a) shall be in an
aggregate principal amount of at least $1,000,000, provided that if any partial
prepayment of Eurodollar Rate Loans made pursuant to any Borrowing shall reduce
the outstanding Eurodollar Rate Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable thereto, then such
Borrowing may not be continued as a Borrowing of Eurodollar Rate Loans and any
election of an Interest Period with respect thereto given by the Borrower, shall
have no force or effect, (iii) each prepayment pursuant to this Section 4.01(a)
in respect of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans, and (iv) each prepayment of Eurodollar Rate Loans made
pursuant to this Section 4.01 on a day which is not the last day of an Interest
Period applicable thereto shall be accompanied by the payment of all amounts
owing in connection therewith pursuant to Section 1.11.

         (b)      In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
repay all Loans, together with accrued and unpaid interest, Fees and all other
amounts owing to such Lender under this Agreement (including under Section 1.11)
in accordance with said Section 13.12(b) so long as (A) the Commitment of such
Lender is terminated concurrently with such repayment pursuant to Section
3.02(b) (at which time Schedule I shall be deemed modified to reflect the
changed Commitments) and (B) the consents required by Section 13.12(b) in
connection with the repayment pursuant to this Section 4.01(b) have been
obtained.

         4.02     Mandatory Repayments. (a) On any day on which the sum of (I)
the aggregate outstanding principal amount of all Revolving Loans, (II) the
aggregate outstanding principal amount of all Swingline Loans and (III) the
aggregate amount of all Letter of Credit Outstandings exceeds the Total
Commitment as then in effect, the Borrower shall prepay on such day the
principal of Swingline Loans and, after all Swingline Loans have been repaid in
full (or if no Swingline Loans are outstanding), Revolving Loans in an amount
equal to such excess. If,


                                      -21-
<PAGE>

after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of all Letter of Credit Outstandings
exceeds the Total Commitment as then in effect, the Borrower shall pay to the
Administrative Agent at the Payment Office on such day an amount of cash and/or
Cash Equivalents equal to the amount of such excess, such cash and/or Cash
Equivalents to be held as security for all Obligations of the Borrower to each
Issuing Lender and the Lenders hereunder in a cash collateral account to be
established by the Administrative Agent.

         (b)(i)   If on any day (A) the sum of (I) the aggregate outstanding
principal amount of all Revolving Loans, (II) the aggregate outstanding
principal amount of all Swingline Loans and (III) the aggregate amount of all
Letter of Credit Outstandings exceeds the Borrowing Base Amount at such time
(based on the Borrowing Base Certificate last delivered or then being delivered)
(such excess, the "Borrowing Base Amount Deficiency") or (B) a Default exists
under Section 9.14 (such Default, a "Section 9.14 Default"), the Borrower shall,
within 10 days thereafter (or on such day to the extent required by Section
8.13), either (x) prepay outstanding Loans and/or cash collateralize outstanding
Letters of Credit in the order provided in clause (b)(ii) below in an amount
sufficient to eliminate such Borrowing Base Amount Deficiency or to cure such
Section 9.14 Default, as applicable, (y) add one or more Mortgaged Properties to
the Borrowing Base in accordance with the procedures set forth in this Agreement
which would have the effect (i) in the case of a Borrowing Base Amount
Deficiency, of increasing the Borrowing Base Value in an aggregate amount
sufficient to eliminate such Borrowing Base Amount Deficiency or (ii) in the
case of a Section 9.14 Default, of increasing the Mortgaged Property NOI in an
amount sufficient to cure such Section 9.14 Default or (z) effect a combination
of the actions described in preceding clauses (x) and (y) so as to eliminate
such Borrowing Base Amount Deficiency or Section 9.14 Default, as applicable (it
being understood that, if any Default or Event of Default then exists (other
than, in the case of Section 4.02(b)(i)(A) the Default resulting from the
Borrowing Base Amount Deficiency in question, and in the case of Section
4.02(b)(i)(B) the Section 9.14 Default in question), the Borrower shall be
required to take the actions described in preceding clause (x)).

         (ii)     To the extent that the Borrower elects (or is required) to
prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit
to eliminate any Borrowing Base Amount Deficiency or to cure any Section 9.14
Default as provided in clause (b)(i) above, the Borrower shall (1) first, prepay
principal of outstanding Swingline Loans, (2) second, after all Swingline Loans
have been repaid in full (or if no Swingline Loans are outstanding), prepay
principal of outstanding Revolving Loans and (3) third, pay to the
Administrative Agent at the Payment Office cash and/or Cash Equivalents and with
such cash and/or Cash Equivalents to be held as security for all Obligations of
the Borrower to each Issuing Lender and the Lenders hereunder in a cash
collateral account to be established by the Administrative Agent.

(c) Notwithstanding anything to the contrary contained in this Agreement or in
any other Credit Document, (i) all then outstanding Loans (other than Swingline
Loans) shall be repaid in full on the Maturity Date, (ii) all then outstanding
Loans shall be repaid in full on the date on which (x) the Borrower (or the
Co-Borrower if formed) enters into any transaction of merger or consolidation
(other than any merger or consolidation permitted by Section 9.02(a)) or (y) a
Change of Control occurs, (iii) each Borrowing of Swingline Loans shall be
repaid in full


                                      -22-
<PAGE>

within five Business Days after the date of Borrowing thereof and (iv) all then
outstanding Swingline Loans shall be repaid in full on the Swingline Expiry
Date.

         (d)      With respect to each repayment of Loans required by Sections
4.02(a) and (b), the Borrower may designate the Types of Revolving Loans which
are to be repaid and, in the case of Eurodollar Rate Loans, the specific
Borrowing or Borrowings pursuant to which such Revolving Loans were made,
provided that: (i) repayments of Eurodollar Rate Loans pursuant to this Section
4.02 may only be made on the last day of an Interest Period applicable thereto
unless all Eurodollar Rate Loans with Interest Periods ending on such date of
required repayment and all Base Rate Loans have been paid in full; (ii) if any
repayment of Eurodollar Rate Loans constituting a single Borrowing shall reduce
the outstanding Eurodollar Rate Loans constituting such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall
be converted at the end of the then current Interest Period into a Borrowing of
Base Rate Loans unless such Borrowing, together with any other Revolving Loans
maintained as Base Rate Loans (or portion thereof) or Eurodollar Rate Loans
converted or continued on the same date to Eurodollar Rate Loans with the same
Interest Period as the Interest Period to which such Borrowing is then being
continued, exceeds such Minimum Borrowing Amount; and (iii) each repayment of
any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among
such Revolving Loans. In the absence of a designation by the Borrower as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion.

         4.03     Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or under any Note shall be
made to the Administrative Agent for the account of the Lender or Lenders
entitled thereto not later than 1:00 P.M. (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office. The Administrative Agent will thereafter cause to be distributed on the
same day (if payment was actually received by the Administrative Agent prior to
1:00 P.M. (New York time)) like funds relating to the payment of principal or
interest ratably to the Lenders entitled thereto. Any payments under this
Agreement or under any Note which are made later than 1:00 P.M. (New York time)
on any day shall be deemed to have been made on the next succeeding Business
Day. Whenever any payment to be made hereunder or under any Note shall be stated
to be due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable at the applicable rate during such
extension.

         4.04     Net Payments. (a) All payments made by the Borrower hereunder
of under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, except as provided in the second succeeding sentence, any tax imposed
on or measured by the net income or net profits or franchise taxes based on net
income of a Lender pursuant to the laws of the country in which it is organized
or the country in which the principal office or applicable lending office of
such Lender is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect thereto (all such non-excluded
taxes, levies, imposts,


                                      -23-
<PAGE>

duties, fees, assessments or other charges being referred to collectively as
"Taxes"). If any Taxes are so levied or imposed, the Borrower agrees, subject to
Section 13.17 (to the extent applicable), to pay the full amount of such Taxes,
and such additional amounts as may be necessary so that every payment of all
amounts due under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note. If any amounts are payable in respect of
Taxes pursuant to the preceding sentence, the Borrower hereby agrees to
reimburse each Lender, within 10 days of the written request of such Lender, for
taxes imposed on or measured by the net income and net profits and franchise
taxes imposed on net income of such Lender pursuant to the laws of the country
in which it is organized or the country in which the principal office or
applicable lending office of such Lender is located or under the laws of any
political subdivision or taxing authority of any such country in which it is
organized or the country in which the principal office or applicable lending
office of such Lender is located and for any withholding of taxes as such Lender
shall determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. If the Borrower pays any additional amount under this
Section 4.04 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "Tax Benefit"), such
Lender shall pay to the Borrower an amount that the Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by such Lender in such year as a consequence of such Tax Benefit; provided,
however, that (i) any Lender may determine, in its sole discretion consistent
with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to the Borrower pursuant to this
Section 4.04(a) shall be treated as a Tax for which the Borrower is obligated to
indemnify such Lender pursuant to this Section 4.04 without any exclusions or
defenses; and (iii) nothing in this Section 4.04(a) shall require any Lender to
disclose any confidential information to the Borrower (including, without
limitation, such Lender's tax returns). The Borrower will furnish to the
Administrative Agent within 45 days after the date the payment of any Taxes is
due pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower agrees to indemnify and hold harmless each
Lender, and reimburse such Lender within 10 days of its written request, for the
amount of any Taxes so levied or imposed and paid by such Lender.

         (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Effective Date, or in the case
of a Lender that is an assignee or transferee of an interest under this
Agreement pursuant to Section 1.14, 1.15 or 13.04 (unless the respective Lender
was already a Lender hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Lender, (i) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax
treaty) (or successor forms) certifying to such Lender's entitlement as of such
date to a complete exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Note, or (ii) if the
Lender is not a


                                      -24-
<PAGE>

"bank" (within the meaning of Section 881(c)(3)(A) of the Code) and cannot
deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect
to a complete exemption under an income tax treaty) (or successor forms)
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit F (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN (with respect to the portfolio interest exemption) (or successor
form) certifying to such Lender's entitlement to a complete exemption from
United States withholding tax with respect to payments of interest to be made by
the Borrower under this Agreement and under any Note. In addition, each Lender
agrees that from time to time after the Effective Date, whenever a lapse in time
or change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits
of any income tax treaty), or Form W-8BEN (with respect to the portfolio
interest exemption) and a Section 4.04(b)(ii) Certificate, as the case may be,
and such other forms as may be required in order to confirm or establish the
entitlement of such Lender to a continued exemption from or reduction in United
States withholding tax with respect to payments by the Borrower under this
Agreement and any Note, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate in
which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Lender has not provided to the Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender
in respect of income or similar taxes imposed by the United States if (I) such
Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such forms do not establish a complete exemption
from withholding of such taxes. Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 4.04 and except
as set forth in Section 13.04(b), the Borrower agrees to pay additional amounts
and to indemnify each Lender in the manner set forth in Section 4.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes that are
effective after the Effective Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpretation thereof, relating
to the deducting or withholding of income or similar Taxes (but, in the case of
any amount withheld or deducted by the government of the United States or a
political subdivision thereof, only if such Lender has provided the Borrower the
appropriate Internal Revenue Service Forms (and, if applicable, a Section
4.04(b)(ii) Certificate) required to be provided pursuant to the foregoing
provisions of this Section 4.04(b), if entitled to a reduced rate of withholding
or deduction, and in such event, the payment (whether as an additional


                                      -25-
<PAGE>
amount or under the indemnity) shall only be for the amount in excess of such
reduced rate of withholding or deduction).

         SECTION  5. Conditions Precedent to the Effective Date. The occurrence
of the Effective Date pursuant to Section 13.10 is subject to the satisfaction
of the following conditions:

         5.01     Execution of Agreement. On or prior to the Effective Date,
this Agreement shall have been executed and delivered as provided in Section
13.10.

         5.02     Opinion of Counsel. On the Effective Date, the Administrative
Agent shall have received from Piper Rudnick LLP, counsel to the Credit Parties,
an opinion covering the matters set forth in Exhibit G-1, addressed to the
Administrative Agent and each of the Lenders and dated the Effective Date.

         5.03     Corporate Documents; Proceedings; etc. (a) On the Effective
Date, the Administrative Agent shall have received certificates from each Credit
Party, dated the Effective Date, signed by the president, any vice-president or
a Senior Financial Officer of such Credit Party or its general partner or
managing member, as the case may be, and attested to by the secretary or any
assistant secretary of such Credit Party or its general partner or managing
member, as the case may be, in the form of Exhibit H with appropriate
insertions, together with copies of the certificate of incorporation and by-laws
(or equivalent organizational documents) of such Credit Party and the
resolutions of such Credit Party referred to in such certificate, and all of the
foregoing shall be reasonably acceptable to the Administrative Agent.

         (b)      All Company and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Credit Documents shall be reasonably satisfactory in form and
substance to the Administrative Agent and the Required Lenders, and the
Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental
approvals, good standing certificates and bring-down telegrams or facsimiles, if
any, which the Administrative Agent reasonably may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate or governmental authorities.

         5.04     Adverse Change, etc. (a) On or prior to the Effective Date,
nothing shall have occurred since September 30, 2002 (and neither the
Administrative Agent nor the Lenders shall have become aware of any facts,
conditions or other information not previously known) which the Administrative
Agent or the Required Lenders shall determine has had, or could reasonably be
expected to have, a Material Adverse Effect.

         (b)      All necessary governmental (domestic and foreign) and third
party approvals and/or consents in connection with the transactions contemplated
by the Credit Documents and otherwise referred to herein or therein shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents, or imposes materially adverse conditions upon, the
consummation of the transactions contemplated by the Credit Documents or
otherwise referred to herein or therein. Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohi-


                                      -26-
<PAGE>

biting or imposing materially adverse conditions upon the transactions
contemplated by the Credit Documents.

         5.05     Litigation. On the Effective Date, no litigation by any entity
(private or governmental) shall be pending or threatened with respect to this
Agreement, any other Credit Document or any documentation executed in connection
herewith or therewith or the transactions contemplated hereby or thereby, or
which the Administrative Agent or the Required Lenders shall determine has had,
or could reasonably be expected to have, a Material Adverse Effect.

         5.06     Financial Statements. On or prior to the Effective Date, the
Administrative Agent shall have received true and correct copies of the
historical financial statements referred to in Section 7.05(a), which historical
financial statements shall be in form and substance satisfactory to the
Administrative Agent and the Required Lenders.

         5.07     Subsidiaries Guaranty. On the Effective Date, each Subsidiary
Guarantor shall have duly authorized, executed and delivered an Amendment to the
Existing Subsidiaries Guaranty in the form of Exhibit I-2 (as so amended and as
otherwise amended, modified or supplemented from time to time, the "Subsidiaries
Guaranty"), and the Subsidiaries Guaranty shall be in full force and effect.

         5.08     Solvency Certificate. On the Effective Date, the Borrower
shall have delivered to the Administrative Agent a solvency certificate from a
Senior Financial Officer of the Borrower in the form of Exhibit J.

         5.09     Borrowing Base Certificate. On the Effective Date, the
Administrative Agent shall have received a Borrowing Base Certificate meeting
the requirements of Section 8.01(j).

         5.10     Subordination Agreement. On the Effective Date, each Credit
Party and each obligee in respect of any Affiliate Debt shall have duly
authorized, executed and delivered an Amendment to the Existing Subordination
Agreement in the form of Exhibit K-2 (as so amended and as otherwise amended,
modified or supplemented from time to time, the "Subordination Agreement"), and
the Subordination Agreement shall be in full force and effect.

         5.11     Property Information. On or prior to the Effective Date, the
Borrower shall have delivered to the Administrative Agent the Property
Information for each Initial Mortgaged Property, all of which Property
Information shall be current in all material respects as of the Effective Date.

         5.12     Security Interests. On or prior to the Effective Date, the
Borrower shall have taken or caused to be taken all such actions as may be
necessary or reasonably requested by the Administrative Agent to give the
Administrative Agent a valid, enforceable and perfected first priority Lien on
the Initial Mortgaged Properties and the other Collateral. Such actions shall
include the following:

         (a)      the delivery to the Administrative Agent of fully executed and
acknowledged counterparts of the Mortgage, the Assignment of Rents and Leases,
the Security Agreement, the


                                      -27-
<PAGE>
Environmental Indemnity and all other Security Documents with respect to each of
the Initial Mortgaged Properties and the other Collateral, and the delivery of
evidence satisfactory to the Administrative Agent that counterparts of the
Mortgage, the Assignment of Rents and Leases and all other documents as the
Administrative Agent reasonably desires to have recorded have been or will be
recorded in all jurisdictions necessary or desirable (in the reasonable judgment
of the Administrative Agent) to create and maintain (i) valid and enforceable
first priority Liens on the fee simple and/or ground leasehold interests of the
Mortgaged Property Owners in the Initial Mortgaged Properties in favor of the
Administrative Agent on behalf of the Lenders, (ii) valid and enforceable first
priority Liens on all of the Rents and Leases with respect to the Initial
Mortgaged Properties in favor of the Administrative Agent on behalf of the
Lenders, (iii) valid and enforceable first priority Liens in all fixtures at the
Initial Mortgaged Properties in favor of the Administrative Agent on behalf of
the Lenders, as secured party, and (iv) valid and enforceable first priority
liens on and security interests in all other items of Collateral in favor of the
Administrative Agent on behalf of the Lenders;

         (b)      (i) the delivery to the Administrative Agent for filing or
recording pursuant to the Security Documents of financing statements under the
UCC (or any equivalent or similar legislation) and any other documents required
to be filed or recorded by Applicable Laws, satisfactory in form and substance
to the Administrative Agent, in all jurisdictions as may be necessary or
desirable (in the Administrative Agent's reasonable judgment) to effectively
create, perfect and maintain the liens on and security interests in the
Collateral created by the Security Documents and (ii) the delivery of evidence
that such financing statements or other documents have been or will be filed or
recorded in all jurisdictions necessary or desirable (in the reasonable judgment
of the Administrative Agent) to create, perfect and maintain valid and
enforceable first priority Liens on the Collateral in favor of the
Administrative Agent on behalf of the Lenders;

         (c)      the delivery to the Administrative Agent of a Title Policy
insuring fee simple and/or ground leasehold title to each of the Initial
Mortgaged Properties vested in a Subsidiary Guarantor and insuring the first
priority of the Lien of the Mortgage thereon in an amount reasonably required by
the Administrative Agent for each Initial Mortgaged Property, but in any event
in an amount for each Initial Mortgaged Property sufficient to avoid any
co-insurance of title losses, in each case subject only to Permitted
Encumbrances and such other title exceptions as are satisfactory to the
Administrative Agent. Such Title Policies shall be reinsured with title
insurance companies reasonably acceptable to the Administrative Agent in amounts
as required by the Administrative Agent and subject to facultative reinsurance
agreements in form satisfactory to the Administrative Agent. Such Title Policies
shall also contain such endorsements and affirmative insurance provisions as the
Administrative Agent may reasonably require to the extent the same are available
in the applicable jurisdictions. In addition, the Borrower shall have paid to
the Title Company all expenses and premiums of the Title Company in connection
with the issuance of such Title Policies and shall have paid, either directly or
through the Title Company, any recording and stamp taxes (including mortgage
recording, intangible and similar taxes) payable in connection with recording
counterparts of the Mortgage and the Assignment of Rents and Leases with respect
to each of the Initial Mortgaged Properties in the appropriate recorder's
offices or otherwise payable in connection with any Loans hereunder;


                                      -28-
<PAGE>

         (d)      the delivery to the Title Company (with copies to the
Administrative Agent) of such certificates and affidavits as the Title Company
may require in connection with the issuance of the Title Policies;

         (e)      the delivery to the Administrative Agent and the Title Company
of a Survey with respect to each of the Initial Mortgaged Properties, each of
which Surveys shall be in form and substance reasonably satisfactory to the
Administrative Agent;

         (f)      if a title insurance zoning endorsement is not included in the
Title Policy for any Initial Mortgaged Property, the delivery to the
Administrative Agent of evidence reasonably satisfactory to the Administrative
Agent that all improvements on such Initial Mortgaged Property are in material
compliance with the certificate of occupancy (or equivalent permit or approval)
for such Initial Mortgaged Property;

         (g)      the delivery to the Administrative Agent of an opinion of
counsel to the Credit Parties in each jurisdiction in which an Initial Mortgaged
Property is located covering the matters set forth in Exhibit G-2 and such other
matters as may have been reasonably requested by the Administrative Agent and in
form and substance reasonably satisfactory to the Administrative Agent,
addressed to the Administrative Agent, as agent for each of the Lenders, and
dated the Effective Date; and

         (h)      the delivery to the Administrative Agent of evidence
reasonably satisfactory to the Administrative Agent that all other filings,
recordings and other actions the Administrative Agent deems necessary or
advisable to establish, perfect and preserve the first priority Liens granted to
the Administrative Agent for the benefit of the Lenders in the Collateral, shall
have been made.

         5.13     Insurance. On or prior to the Effective Date, the Borrower
shall have delivered to the Administrative Agent (i) duplicate originals or true
and complete copies of each policy or other evidence of insurance required by
Schedule 7.22 attached to this Agreement evidencing (a) the issuance of each
such policy, (b) the payment of any premium currently due therefor and (c)
coverage which meets all of the requirements set forth therein; and (ii) a
certificate of the Borrower, signed by the president, any vice-president or a
Senior Financial Officer of the Borrower, dated the Effective Date, to the
effect that all of the insurance coverage required to be maintained by the
Borrower and its Subsidiaries under Section 7.22 is in full force and effect and
that all premiums currently due therefor have been paid.

         5.14     Material Leases. On or prior to the Effective Date, the
Borrower shall have delivered to the Administrative Agent a certified copy of
each of the Material Leases with respect to each Initial Mortgaged Property, and
each of such Material Leases shall be in full force and effect.

         5.15     Fees, etc. On the Effective Date, the Borrower shall have paid
to the Administrative Agent and each Lender all costs, fees and expenses
(including, without limitation, reasonable legal fees and expenses) payable to
the Administrative Agent and such Lender to the extent then due.


                                      -29-
<PAGE>

         The occurrence of the Effective Date shall constitute a representation
and warranty by the Borrower to the Administrative Agent and each of the Lenders
that all conditions specified in this Section 5 exist as of that time. All of
the certificates, legal opinions and other documents and papers referred to in
this Section 5, unless otherwise specified, shall be delivered to the
Administrative Agent at the Notice Office for the account of each of the Lenders
and in sufficient counterparts or copies for each of the Lenders and shall be in
form and substance satisfactory to the Administrative Agent and the Required
Lenders.

         SECTION  6. Conditions Precedent to All Credit Events. The obligation
of each Lender to make Loans (including Loans made on the Effective Date), and
the obligation of each Issuing Lender to issue Letters of Credit (including
Letters of Credit issued on the Effective Date), is subject, at the time of each
such Credit Event (except as hereinafter indicated), to the satisfaction of the
following conditions:

         6.01     Effective Date. The Effective Date shall have occurred.

         6.02     No Default; Representations and Warranties. At the time of
each such Credit Event and also after giving effect thereto, (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on such date (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date).

         6.03     Notice of Borrowing; Letter of Credit Request. (a) Prior to
the making of each Revolving Loan (other than a Revolving Loan made pursuant to
a Mandatory Borrowing), the Administrative Agent shall have received a Notice of
Borrowing meeting the requirements of Section 1.03(a). Prior to the making of
each Swingline Loan, the Swingline Lender shall have received the notice
referred to in Section 1.03(b)(i).

         (b)      Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03.

                  The acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by the Borrower to the Administrative
Agent and each of the Lenders that all conditions specified in this Section 6
exist as of that time.

         SECTION  7. Representations, Warranties and Agreements. In order to
induce the Lenders to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations, warranties and agreements, all of which shall
survive the execution and delivery of this Agreement and the making of the Loans
and the issuance of the Letters of Credit, with the occurrence of the Effective
Date and each Credit Event on or after the Effective Date deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on the Effective Date and on the date
of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of


                                      -30-
<PAGE>

a specified date shall be required to be true and correct in all material
respects only as of such specified date).

         7.01     Company and Other Status. The Borrower and each of its
Subsidiaries (i) is a duly organized and validly existing Company in good
standing under the laws of the jurisdiction of its organization, (ii) has the
requisite Company power and authority to own its property and assets and to
transact the business in which it is engaged and presently proposes to engage
and (iii) is duly qualified and is authorized to do business and is in good
standing in each jurisdiction where the ownership, leasing or operation of its
property or the conduct of its business requires such qualifications, except for
failures to be so qualified and, in the case of Persons other than a Credit
Party, for failures to be so organized, existing or in good standing, which,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

         7.02     Company Power and Authority. Each Credit Party has the
requisite Company power and authority to execute, deliver and perform the terms
and provisions of each of the Credit Documents to which it is party and has
taken all necessary Company action to authorize the execution, delivery and
performance by it of each of such Credit Documents. Each Credit Party has duly
executed and delivered each of the Credit Documents to which it is a party, and
each of such Credit Documents constitutes its legal, valid and binding
obligation enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

         7.03     No Violation. Neither the execution, delivery or performance
by any Credit Party of the Credit Documents to which it is a party, nor the
occurrence of any Credit Event, nor compliance by such Credit Party with the
terms and provisions relating thereto, (i) will contravene any provision of any
Applicable Laws or Property Agreements, (ii) will conflict with or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of
such Credit Party pursuant to the terms of, any indenture, mortgage, deed of
trust, credit agreement or loan agreement (other than the Security Documents),
or any other material agreement, contract or instrument, to which such Credit
Party is a party or by which it or any of its property or assets is bound or to
which it may be subject or (iii) will violate any provision of the certificate
of incorporation or by-laws (or other organizational documents) of such Credit
Party.

         7.04     Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except (x) as have been obtained or made on or prior to the Effective Date or
(y) in the case of any Person which becomes a Credit Party after the Effective
Date, as have been obtained or made on or prior to the date on which such Person
became a Credit Party), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with, (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
such Credit Document.


                                      -31-
<PAGE>

         7.05     Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections, etc. (a) The consolidated balance sheets of the
Borrower for the fiscal year ended on December 31, 2001 and for the nine-month
period ended on September 30, 2002, and the related consolidated statements of
income, cash flows and shareholders' equity of the Borrower for the fiscal year
or nine-month period ended on such dates, as the case may be, copies of which
have been furnished to the Administrative Agent and the Lenders prior to the
Effective Date, present fairly in all material respects the consolidated
financial position of the Borrower at the date of such balance sheets and the
consolidated results of the operations of the Borrower for the periods covered
thereby. All of the foregoing historical financial statements have been prepared
in accordance with GAAP. Since September 30, 2002, there has been no change in
the business, operations, property, assets, liabilities or condition (financial
or otherwise) of the Borrower or any of its Subsidiaries that has had, or could
reasonably be expected to have, a Material Adverse Effect.

         (b)      On and as of the Effective Date, after giving effect to the
transactions contemplated in this Agreement and to all Indebtedness (including
the Loans and the Subsidiaries Guaranty) being incurred or assumed by any Credit
Party, (a) the sum of the assets, at a fair valuation, of the Borrower and its
Subsidiaries taken as a whole and of the Borrower on a stand-alone basis will
exceed their respective debts; (b) the Borrower and its Subsidiaries taken as a
whole and the Borrower on a stand-alone basis have (or has) not incurred and do
not intend to incur, and do not believe that they will incur, debts beyond their
ability to pay such debts as such debts mature; and (c) the Borrower and its
Subsidiaries taken as a whole and the Borrower on a stand-alone basis will have
sufficient capital with which to conduct their respective businesses. For
purposes of this Section 7.05(b), "debt" means any liability on a claim, and
"claim" means (i) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

         (c)      Except (i) as disclosed in the financial statements referred
to in Section 7.05(a), (ii) for liabilities arising in the ordinary course of
business since September 30, 2002 and (iii) any liabilities under this Agreement
and the other Credit Documents, there were as of the Effective Date no
liabilities or obligations with respect to the Borrower or any Subsidiary of the
Borrower of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate,
could reasonably be expected to have a Material Adverse Effect. As of the
Effective Date, the Borrower does not know of any basis for the assertion
against it or any of its Subsidiaries of any liability or obligation of any
nature whatsoever that is not disclosed in the financial statements referred to
in Section 7.05(a) which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

         (d)      On and as of the Effective Date, the Projections previously
delivered to the Administrative Agent and the Lenders were prepared in good
faith based upon reasonable assumptions by management of the Borrower and
reflect the Borrower's actual expectations for its operations and performance
for the periods covered by the Projections. On the Effective Date, the Borrower
believed that the Projections were reasonable and attainable.


                                      -32-
<PAGE>

         7.06     Litigation. (a) There are no actions, suits or proceedings
(including, without limitation, any Environment Claims) pending or, to the best
knowledge of the Borrower, threatened (i) with respect to any Credit Document or
the transactions contemplated thereby or (ii) that individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

         (b) There are no final nonappealable judgments or decrees in an
aggregate amount of $25,000,000 or more entered by a court or courts of
competent jurisdiction against any Credit Party (other than any judgment as to
which, and only to the extent, a reputable and solvent insurance company has
acknowledged coverage of such claim in writing or which have been paid).

         7.07     True and Complete Disclosure. All factual information (taken
as a whole) furnished by any Credit Party in writing to the Administrative Agent
or any Lender (including, without limitation, all information contained in the
Credit Documents and the Property Information with respect to each Mortgaged
Property) for purposes of or in connection with this Agreement, the other Credit
Documents or any transaction contemplated herein or therein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of any Credit Party in writing to the Administrative Agent or any Lender will
be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by knowingly omitting to
state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances
under which such information was provided.

         7.08     Use of Proceeds; Margin Regulations. (a) All proceeds of the
Loans will be used for the general corporate purposes of the Borrower and its
Subsidiaries (including, but not limited to, making Investments and paying
Dividends as, and to the extent, permitted by this Agreement); provided,
however, proceeds of Swingline Loans may not be used to repay any then
outstanding Swingline Loans.

         (b) Neither the making of any Loan nor the use of the proceeds thereof
nor the occurrence of any other Credit Event will violate or be inconsistent
with the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System. At the time of each Credit Event occurring on or after
the Effective Date, not more than 25% of the value of either (x) the Restricted
Property taken as a whole or (y) the assets of the Borrower and its Subsidiaries
taken as a whole will constitute Margin Stock.

         7.09     Tax Returns and Payments. The Borrower and each of its
Subsidiaries has timely filed or caused to be timely filed with the appropriate
taxing authority, all Federal and all material state, local, foreign and other
returns, statements, forms and reports for taxes (the "Returns") required to be
filed by or with respect to the income, properties or operations of the Borrower
and/or any of its Subsidiaries. The Returns accurately reflect all liability for
taxes of each Credit Party and each of its Subsidiaries for the periods covered
thereby except for any such taxes that, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. The Borrower
and each of its Subsidiaries have paid all material taxes payable by them other
than taxes contested in good faith and for which adequate reserves have been
established in accordance with generally accepted accounting principles. There
is no


                                      -33-
<PAGE>

action, suit, proceeding, investigation, audit, or claim now pending or,
to the knowledge of the Borrower, threatened by any authority regarding any
taxes relating to any Credit Party or any of its Subsidiaries which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effective.

         7.10     Subsidiaries. Schedule 7.10 sets forth, as of the Effective
Date, (a) on Part A thereof, each Subsidiary (other than an immaterial
Subsidiary) of the Borrower (showing the direct and indirect ownership interests
therein), and (b) on Part B thereof, each Subsidiary Guarantor (showing the
direct and indirect ownership interests therein and the Mortgaged Properties
owned by such Subsidiary Guarantor).

         7.11     Compliance with Applicable Laws. The Borrower and each of its
Subsidiaries is in compliance with all Applicable Laws in respect of the conduct
of its business and the ownership of its property (including, without
limitation, all building and zoning ordinances and codes), except such
noncompliances as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         7.12     Investment Company Act. Neither the Borrower nor any
Subsidiary thereof is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act.

         7.13     Public Utility Holding Company Act. Neither the Borrower nor
any Subsidiary thereof is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

         7.14     Status as a REIT. The Borrower is organized in conformity with
the requirements for qualification as a real estate investment trust under the
Code. The Borrower will meet all of the requirements for qualification as a real
estate investment trust under the Code for its taxable year ending December 31,
2002 and will elect to be treated as such for such taxable year. The Borrower is
or will be in a position to qualify as a real estate investment trust under the
Code for each taxable year thereafter and its proposed methods of operation will
enable it to so qualify.

         7.15     Compliance with ERISA. (a) Except as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: each Plan (and each related trust, insurance contract or fund)
is in substantial compliance with its terms and with all applicable laws,
including, without limitation, ERISA and the Code; each Plan (and each related
trust, if any) which is intended to be qualified under Section 401(a) of the
Code has received a determination letter from the Internal Revenue Service to
the effect that it meets the requirements of Sections 401(a) and 501(a) of the
Code; no Reportable Event has occurred; no Multiemployer Plan is insolvent or in
reorganization; no Plan is subject to Section 412 of the Code or Section 302 or
Title IV of ERISA; all contributions required to be made with respect to a Plan
or a Multiemployer Plan have been timely made; no member of the ERISA Group has
incurred any liability (including any indirect, contingent or secondary
liability) to or on account of a Plan or Multiemployer Plan pursuant to Section
409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code or, to the knowledge of


                                      -34-
<PAGE>

the Borrower, expects to incur any such liability under any of the foregoing
sections with respect to any Plan or Multiemployer Plan; no condition exists
which presents a material risk to any member of the ERISA Group of incurring a
liability to or on account of a Plan or Multiemployer Plan pursuant to the
foregoing provisions of ERISA and the Code; no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, or, to the knowledge of the Borrower, is expected or threatened; using
actuarial assumptions and computation methods consistent with Part 1 of subtitle
E of Title IV of ERISA, the aggregate liabilities of the ERISA Group to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan ended prior
to the date of the most recent Credit Event, would not result in a liability;
each group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) which covers or has covered employees or former
employees of any member of the ERISA Group has at all times been operated in
compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and
Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets
of any member of the ERISA Group exists or, to the knowledge of the Borrower, is
likely to arise on account of any Plan or Multiemployer Plan; and no member of
the ERISA Group maintains or contributes to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) which provides benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or any Plan the obligations with respect to which could reasonably be
expected to be material.

         (b) Except as could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect: each Foreign Pension
Plan has been maintained in substantial compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules, regulations and
orders and has been maintained, where required, in good standing with applicable
regulatory authorities; all contributions required to be made with respect to a
Foreign Pension Plan have been timely made; no member of the ERISA Group has
incurred any obligation in connection with the termination of, or withdrawal
from, any Foreign Pension Plan; and the present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Pension Plan, determined
as of the end of the Borrower's most recently ended fiscal year on the basis of
actuarial assumptions, each of which is reasonable, did not exceed the current
value of the assets of such Foreign Pension Plan allocable to such benefit
liabilities or, alternatively, each of the Credit Parties has established
adequate reserves for the present value of such accrued benefit liabilities,
determined as described herein, in the financial statements referred to in
Section 7.05(a) hereof.

         7.16     Environmental Compliance. (a) (i) There are in effect all
Environmental Approvals which are required to be obtained under all
Environmental Laws with respect to the business and properties of the Borrower
and its Subsidiaries, except for such Environmental Approvals the absence of
which could not reasonably be expected to have a Material Adverse Effect and
(ii) the Borrower and each of its Subsidiaries is in compliance with the terms
and conditions of all such Environmental Approvals, and is also in compliance
with all other Environmental Laws or any order, decree, judgment or injunction
issued, entered or approved thereunder, except to the extent failure to comply,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect;


                                      -35-
<PAGE>

         (b) (i) there are no Environmental Claims pending or threatened by any
Governmental Authority with respect to any failure or alleged failure by the
Borrower or any of its Subsidiaries to have any Environmental Approval required
in connection with the conduct of the business of, or properties owned, leased
or operated (currently or in the past) by, the Borrower or any of its
Subsidiaries, or with respect to any generation, treatment, storage, recycling,
transportation, Release or disposal of any Hazardous Material generated by the
Borrower or any of its Subsidiaries, in each case to the extent that such
Environmental Claims, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect;

         (ii)     no Hazardous Material has been Released by the Borrower or any
of its Subsidiaries at any property owned, leased or operated (currently or in
the past) by the Borrower or any of its Subsidiaries, in each case to the extent
that such Releases, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect;

         (iii)    no friable asbestos is present at any of the properties owned,
leased or operated by the Borrower or any of its Subsidiaries to the extent that
such presence of asbestos, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect;

         (iv)     there are no underground storage tanks for Hazardous Material
at any properties currently owned, leased or operated by the Borrower or any of
its Subsidiaries to the extent that such tanks, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect; and

         (v)      there are no other facts, circumstances or conditions relating
to environmental matters of the Borrower or any of its Subsidiaries, their
operations or their currently owned, leased or operated properties which, either
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

         7.17     Patents, Trademarks, etc. The Borrower and each of its
Subsidiaries has obtained and holds in full force and effect all patents,
trademarks, service marks, trade names, copyrights and other such rights, free
from burdensome restrictions, which are necessary for the operation of its
business as presently conducted, the absence or impairment of which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         7.18     No Default. No Default or Event of Default is in existence.
Neither the Borrower nor any of its Subsidiaries is in default in any material
respect beyond any applicable grace period under or with respect to any other
material agreement, instrument or undertaking to which it is a party or by which
it or any of its property is bound in any respect, the existence of which
default, either individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.

         7.19     Licenses, etc. The Borrower and each of its Subsidiaries has
obtained and holds in full force and effect, all franchises, licenses, permits,
certificates, authorizations, qualifications, accreditations, easements, rights
of way and other consents and approvals which are necessary for the operation of
its businesses as presently conducted, the absence of which,


                                      -36-
<PAGE>

either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         7.20     No Burdensome Restrictions. Neither the Borrower nor any of
its Subsidiaries is a party to any agreement or instrument or subject to any
other obligation or any charter or corporate or partnership restriction, as the
case may be, which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

         7.21     Labor Matters. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected, either individually or in the aggregate, to have a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against the
Borrower or any of its Subsidiaries or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries, before the National
Labor Relations Board (or any foreign equivalent thereof), and no grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against the Borrower or any of its Subsidiaries or, to
the knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries, (ii) no strike, labor dispute, slowdown or stoppage pending
against the Borrower or any of its Subsidiaries or, to the knowledge of the
Borrower, threatened against the Borrower or any of its Subsidiaries, and (iii)
no union representation question exists with respect to the employees of the
Borrower or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as could not reasonably be expected to have a Material Adverse
Effect.

         7.22     Insurance. (a) The Borrower and each of its Subsidiaries
maintains insurance in respect of all Real Estate Assets and other Property
(other than the Mortgaged Properties) owned, leased or operated by it, in
accordance with the requirements set forth in Part A of Schedule 7.22.

         (b) The Borrower and the Mortgaged Property Owners maintain insurance
with respect to the Mortgaged Properties in accordance with the requirements set
forth in Part B of Schedule 7.22.

         (c) All currently due premiums have been paid with respect to all
insurance required to be maintained by the Borrower and its Subsidiaries
pursuant to this Section 7.22.

         7.23 Capitalization. All outstanding shares of capital stock of the
Borrower and each of the Subsidiary Guarantors have been duly and validly issued
and are fully paid and non-assessable. No Subsidiary Guarantor has outstanding
any capital stock or other securities convertible into or exchangeable for its
capital stock or any rights to subscribe for or to purchase, or any options for
the purchase of, or any agreement providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock, except for options, warrants and rights to purchase shares
held by the Borrower or any Wholly-Owned Subsidiary of the Borrower or, in the
case of any Subsidiary Guarantor which is not a Wholly-Owned Subsidiary or may
in the future become a Subsidiary which is not a Wholly-Owned Subsidiary, by any
other Person so long as the Mortgaged Property or Mortgaged Properties owned by
such Subsidiary Guarantor would not fail to satisfy all of the Mortgaged


                                      -37-
<PAGE>

Property Conditions if the Borrower or such Wholly-Owned Subsidiary of the
Borrower and such Person fully exercised such options, warrants and rights to
purchase shares.

         7.24     Mortgaged Properties. (a) There are no outstanding options,
rights of first refusal, rights of first offer or similar rights to purchase or
otherwise acquire any Mortgaged Property Owner's interest in any Mortgaged
Property. Each Mortgaged Property Owner has good and marketable fee simple title
to and/or a valid ground leasehold interest in each of its Mortgaged Properties
and good title to the remainder of the Collateral purported to be owned or
leased by it free and clear of all Liens, in each case except Permitted
Encumbrances. All material fixtures, furnishings, attachments and equipment
necessary for the operation, use and occupancy of each Mortgaged Property have
been installed or incorporated into such Mortgaged Property and a Mortgaged
Property Owner is the sole owner or lessee of all of the same, free and clear of
all chattel mortgages, conditional vendor's liens and other Liens and security
interests other than Permitted Encumbrances. No tax Liens have been filed
against any Mortgaged Property Owner and/or any of the Mortgaged Properties,
other than Liens for non-delinquent real property taxes.

         (b) The provisions of the Security Documents are effective to create,
perfect and maintain, upon proper filing or recording or taking of possession,
as applicable, in favor of the Administrative Agent for the benefit of the
Lenders, valid and legally enforceable Liens on all of the Mortgaged Properties
and other Collateral purported to be encumbered thereby and, when all necessary
recordings and filings have been effected in all necessary public offices, and
payment is made of any applicable mortgage recording, intangible and/or similar
taxes, the Security Documents will constitute perfected Liens on all of such
Mortgaged Properties and all of the other Collateral prior and superior to all
other Liens except Permitted Encumbrances. Each Mortgage upon execution and
delivery by a Subsidiary Guarantor will be a valid and enforceable first
priority Lien on the Mortgaged Property that such Mortgage purports to encumber,
except for Permitted Encumbrances, and such Mortgage, when recorded in the
property records of the county in which such Mortgaged Property is located and
upon payment of any applicable mortgage recording, intangible and/or similar
taxes, will be a valid and enforceable first priority Lien on such Mortgaged
Property in favor of the Administrative Agent for the benefit of the Lenders,
which Mortgaged Property will then be free and clear of all Liens having
priority over the first Lien of such Mortgage, except for Permitted
Encumbrances. Each Assignment of Rents and Leases upon execution and delivery by
a Subsidiary Guarantor and recordation of such Assignment of Rents and Leases in
the property records of the county in which the Mortgaged Property affected by
such Assignment of Rents and Leases is located and upon payment of any
applicable recording or intangible taxes, will be a valid and enforceable first
priority present assignment of or Lien on all Leases affecting such Mortgaged
Property and of all Rents of and from such Mortgaged Property and of all
security for such Leases (including, without limitation, cash or securities
deposited as security under such Leases subject to the prior right of the
Tenants making such deposits), free and clear of all Liens having priority over
such Assignment of Rents and Leases, except for Permitted Encumbrances. No
mechanic's liens have been filed and remain in effect against any Mortgaged
Property, except as specifically disclosed and insured against in the Title
Policy for such Mortgaged Policy. All filings (including all financing
statements under the UCC) have been delivered to the Administrative Agent for
filing in the public office in which such filings are required or advisable to
perfect the Liens on each of the Mortgaged Properties and the other Collateral
granted pursuant to the Security Documents and,


                                      -38-
<PAGE>

except for the filing of continuation statements with respect to such financing
statements as may be required to be filed at periodic intervals, no periodic
refiling or periodic recording is presently required to protect and preserve
such Liens.

         (c) The use and operation of each Mortgaged Property as office,
industrial or flex building(s) with related uses, separate and apart from any
other properties, constitutes a legal use under applicable zoning regulations
and complies in all material respects with all Applicable Laws, Property
Agreements and Insurance Requirements and does not violate any Authorizations to
which the Mortgaged Property Owner thereof is a party or by which such Mortgaged
Property Owner or Mortgaged Property is bound, except for violations and
failures to comply which could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect. Neither the zoning
nor any right of access to adjacent public streets or use of any Mortgaged
Property is to any material extent dependent upon or related to any property
other than such Mortgaged Property.

         (d) There have been issued in respect of each Mortgaged Property all
Authorizations necessary to own, operate, use and occupy such Mortgaged Property
in the manner operated by the relevant Mortgaged Property Owner (including any
required permits relating to Hazardous Materials) other than any such
Authorizations which, if not issued, could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. Neither the
Borrower nor any Mortgaged Property Owner nor, to the knowledge of the Borrower,
any prior owner thereof has received any notice of violation or revocation of
such Authorizations except for those which, either individually or in the
aggregate, could not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.

         (e) Except as otherwise disclosed in the Engineering Reports, (i) each
Mortgaged Property is free of material structural defects and is in good repair
(normal wear and tear excepted) and all building systems and other items of
Collateral therein are in good working order in all material respects (normal
wear and tear excepted) and (ii) each Mortgaged Property is free and clear of
any damage that would affect materially and adversely the value of such
Mortgaged Property or the use of such Mortgaged Property for its intended
purposes. To the knowledge of the Borrower, except as otherwise disclosed in the
Title Policies and Surveys, no improvement at any Mortgaged Property encroaches
upon any building line, setback line, side yard line or any recorded or visible
easement.

         (f) No condemnation or other like proceedings (including relocation of
any roadways abutting any Mortgaged Property or change in grade of such roadways
or denial of access to any Mortgaged Property) that has had or could reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect, are pending nor, to the knowledge of the Borrower, threatened against
any Mortgaged Property in any manner whatsoever. No casualty has occurred to any
Mortgaged Property that has had or could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

         (g) To the extent necessary for the full utilization of each Mortgaged
Property in accordance with its current use, telephone services, gas, steam,
electric power, storm sewers, sanitary sewers and water facilities and all other
utility services are available to such Mortgaged


                                      -39-
<PAGE>

Property, are adequate to serve such Mortgaged Property, exist at the boundaries
of such Mortgaged Property and are not subject to any conditions, other than
normal charges to the utility supplier, which would limit the use of such
utilities. All streets and easements necessary for access to and the occupancy
and operation of each Mortgaged Property are available at the boundaries of such
Mortgaged Property. All necessary rights-of-way for all roads, which are
sufficient to permit each Mortgaged Property to be utilized fully for its
current use, have been completed and are serviceable, and, to the knowledge of
the Borrower, all public rights-of-way through or adjacent to each Mortgaged
Property have been acquired and dedicated and accepted for maintenance and
public use by the applicable Governmental Authorities.

         (h) Except as otherwise disclosed in the Environmental Reports, none of
the improvements on any Mortgaged Property are constructed on land designated by
any Governmental Authority having jurisdiction as wetlands.

         (i) Each Mortgaged Property is comprised of one or more parcels, each
of which, to the knowledge of the Borrower, constitutes a separate tax lot and
none of which constitutes a portion of any other tax lot.

         (j) Each of the Material Leases with respect to each Mortgaged Property
is in full force and effect and no Person has failed in any respect to perform
any obligation or covenant or satisfy any condition required by any of such
Material Leases to be performed or complied with, except where failure to so
perform or comply has not had and could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. No
litigation is currently pending or has been threatened by any Person in
connection with any of the Material Leases that has had, or could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect.

         (k) The leasing, maintenance and operation of each of the Mortgaged
Properties is managed by the Borrower, the Co-Borrower if formed or a
Wholly-Owned Subsidiary of the Borrower or the Co-Borrower. All of such
management rights are subject and subordinate to the Security Documents.

         7.25     Sears Tower Memorandum. The Sears Tower Memorandum is true and
correct in all material respects.

         SECTION 8.  Affirmative Covenants. The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings
(in each case together with interest thereon) and all other Obligations are paid
in full:

         8.01     Information Covenants. The Borrower will furnish to the
Administrative Agent and each Lender:

         (a) Quarterly Financial Statements. (A) Within 90 days after the close
of each of the first three quarterly accounting periods in each fiscal year of
the Borrower (or, if sooner, within five Business Days after same are filed
with the SEC), (i) the consolidated balance sheet of the Borrower as at the end
of such quarterly accounting period and the related consolidated statements of
income and retained earnings and statement of cash flows for such quarterly

                                      -40-
<PAGE>

accounting period and for the elapsed portion of the fiscal year ended with
the last day of such quarterly accounting period, in each case setting forth
comparative figures for the related periods in the prior fiscal year, all of
which shall be certified by a Senior Financial Officer of the Borrower that
they fairly present in all material respects in accordance with GAAP the
consolidated financial condition of the Borrower as of the dates indicated and
the results of its operations for the periods indicated, subject to normal
year-end audit adjustments and the absence of footnotes, and (ii) management's
discussion and analysis of the important operational and financial developments
during such quarterly accounting period (it being understood and agreed that,
the delivery by the Borrower to the Administrative Agent and each of the
Lenders of the Borrower's Form 10-Q report (including all exhibits and
attachments thereto, other than those exhibits and attachments which have been
incorporated in such From 10-Q report by reference and have been previously
filed with the SEC) as filed with the SEC for the respective quarterly
accounting period within the time period otherwise required by this Section
8.01(a)(A) and certified by a Senior Financial Officer of the Borrower shall
satisfy the Borrower's obligations under this Section 8.01(a)(A)).

         (B) Within 45 days after the close of each quarterly accounting period
in each fiscal year of the Borrower, (i) a complete lease rent roll for each
Mortgaged Property and a copy of each Lease not previously delivered to the
Administrative Agent pursuant to this Section 8.01(a)(B) or Sections 5 or
8.13(a) which, either individually or in combination with other Leases, demises
20,000 or more square feet of space in any Mortgaged Property to a single Tenant
and/or its Affiliates, in each case certified by a Senior Financial Officer of
the Borrower to be true and correct in all material respects and (ii) complete
operating statements (including occupancy statements and statements of Net
Operating Income) for the Mortgaged Properties (both on an individual basis and
taken as a whole) for such quarterly accounting period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly accounting
period (in each case (to the extent available) setting forth comparative figures
for the related periods in the prior fiscal year, all of which shall be
certified by a Senior Financial Officer of the Borrower that they fairly present
in all material respects in accordance with GAAP all such operating information,
subject to normal year-end audit adjustments).

         (b) Annual Financial Statements. (A) Within 120 days after the close of
each fiscal year of the Borrower (or, if sooner, within five Business Days after
same are filed with the SEC), (i) the consolidated balance sheet of the Borrower
as at the end of such fiscal year and the related consolidated statements of
income and retained earnings and of cash flows for such fiscal year setting
forth comparative figures for the preceding fiscal year and certified by
PricewaterhouseCoopers LLP, any other currently existing "Big Four" independent
certified public accounting firm or such other independent certified public
accountants of recognized national standing reasonably acceptable to the
Administrative Agent, and (ii) management's discussion and analysis of the
important operational and financial developments during such fiscal year (it
being understood and agreed that the delivery by the Borrower to the
Administrative Agent and each of the Lenders of the Borrower's Form 10-K report
(including all exhibits and attachments thereto, other than those exhibits and
attachments which have been incorporated in such Form 10-K report by reference
and have been previously filed with the SEC) as filed with the SEC for the
respective fiscal year within time period otherwise required above by this
Section 8.01(b)(A) and certified to by a Senior Financial Officer of the
Borrower and containing


                                      -41-
<PAGE>

the accountant's certification and report as described above shall satisfy the
Borrower's obligations under this Section 8.01(b)(A)).

         (B) Within 90 days after the close of each fiscal year of the Borrower,
complete operating statements (including occupancy statements and statements of
Net Operating Income) for the Mortgaged Properties (both on an individual basis
and taken as a whole) for such fiscal year, all of which shall be certified by a
Senior Financial Officer of the Borrower that they fairly present in all
material respects in accordance with GAAP such operating information.

         (c) Notice of Certain Capital Events. As soon as possible and in any
event within 10 Business Days after the occurrence thereof, written notice (in
reasonable detail) of any of the following events:

                  (i)      any incurrence or issuance of Indebtedness by any
         Credit Party of $50,000,000 or more (other than intercompany
         Indebtedness among the Borrower and its Subsidiaries which is
         eliminated in the consolidated financial statements of the Borrower);

                  (ii)     any incurrence or issuance of Indebtedness for
         borrowed money by any Subsidiary of the Borrower that is not a Credit
         Party of $50,000,000 or more to the extent that all or any portion of
         such Indebtedness is Recourse to a Credit Party (other than
         intercompany Indebtedness among the Borrower and its Subsidiaries which
         is eliminated in the consolidated financial statements of the
         Borrower);

                  (iii)    any Asset Sale or purchase of assets by the Borrower
         or any of its Subsidiaries of $50,000,000 or more; and

                  (iv)     any equity issuance of, or capital contribution to,
         the Borrower or any Subsidiary thereof of $100,000,000 or more (other
         than equity contributions made to a Subsidiary of the Borrower to the
         extent made by the Borrower or another Subsidiary thereof).

         (d) Budgets. No later than 30 days following the first day of each
fiscal year of the Borrower, (i) complete operating and capital expenditure
budgets in the forms customarily prepared by the Borrower or the Mortgaged
Property Owners for the Mortgaged Properties (both on an individual basis and
taken as a whole) for such fiscal year, and (ii) a budget (including budgeted
statements of income, sources and uses of cash and balance sheets) for the
Borrower and its Consolidated Entities on a consolidated basis in the form
customarily prepared by the Borrower (i) for each of the four fiscal quarters of
such fiscal year prepared in detail and (ii) for the immediately succeeding
fiscal year prepared in summary form, in each case setting forth, with
appropriate discussion, the principal assumptions upon which such budgets are
based.

         (e) Officer's Certificates. At the later of (x) the time of the
delivery of the financial statements provided for in Sections 8.01(a) and (b)
and (y) 60 days after the close of the accounting period to which such financial
statements relate, (i) a Compliance Certificate of a Senior Financial Officer of
the Borrower to the effect that no Default or Event of Default has occurred and
is continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which certificate shall
set forth (in reasonable detail) the


                                      -42-
<PAGE>
calculations required to establish (i) whether the Borrower and its Subsidiaries
were in compliance with the provisions of Sections 8.11, 9.01(h), 9.02(b),
9.03(b), 9.06, 9.10 through 9.14 and 9.17, inclusive, in each case, at the end
of such period, and (ii) the calculations required to establish the Applicable
Margin.

         (f) Notice of Default, or Material Adverse Effect. Promptly, and in any
event within five Business Days after an executive or financial officer of the
Borrower obtains actual knowledge thereof, notice of (i) the occurrence of any
event which constitutes a Default or an Event of Default, (ii) any litigation or
governmental investigation or proceeding (including, without limitation, any
Environmental Claim) pending (x) against the Borrower or any of its Subsidiaries
with respect to any material Indebtedness of the Borrower or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect or (y) with respect to any Credit Document or (iii) any other event,
change or circumstance that has had, or could reasonably be expected to have, a
Material Adverse Effect.

         (g) Other Reports and Filings. Promptly after the filing or delivery
thereof, copies of all other financial information, proxy materials and reports,
if any, which the Borrower or any of its Subsidiaries shall publicly file with
the Securities and Exchange Commission or any successor thereto (the "SEC"), or
shall deliver to its shareholders.

         (h) ERISA. As soon as possible and, in any event, within twenty (20)
days after any member of the ERISA Group knows or has reason to know of the
occurrence of any of the following to the extent that any such occurrence,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, a certificate of a Senior Financial Officer of the
Borrower setting forth the full details as to such occurrence and the action, if
any, that such member of the ERISA Group is required or proposes to take,
together with any notices required or proposed to be given or filed by such
member of the ERISA Group to or with the PBGC or any other government agency, or
a Plan or Multiemployer Plan participant and any notices received by such member
of the ERISA Group from the PBGC or any other government agency, or a Plan or
Multiemployer Plan participant with respect thereto: that a Reportable Event has
occurred (except to the extent that the Borrower has previously delivered to
each Lender a certificate and notices (if any) concerning such event pursuant to
the next clause hereof); that a contributing sponsor (as defined in Section
4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the
advance reporting requirement of PBGC Regulation Section 4043.61 (without regard
to subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
..64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
to occur with respect to such Plan within the following 30 days; that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or
Section 302 of ERISA, has been incurred or an application may be or has been
made for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under
Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan or
Multiemployer Plan; that any contribution required to be made with respect to a
Plan, Multiemployer Plan or Foreign Pension Plan has not been timely made; that
a Plan or Multiemployer Plan has been or may be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a Plan has an
Unfunded Current Liability; that proceedings may be or have been instituted to
terminate or appoint a trustee to administer a Plan which is subject to Title IV
of ERISA; that a proceeding has been instituted pursuant to Section


                                      -43-
<PAGE>

515 of ERISA to collect a delinquent contribution to a Plan or a Multiemployer
Plan; that any member of the ERISA Group will or may incur any liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan or Multiemployer Plan under Section
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan
under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i)
or 502(l) of ERISA or with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that any member of the ERISA Group may incur any liability pursuant to
any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Each
member of the ERISA Group shall ensure that all Foreign Pension Plans
administered by it or into which it makes payments obtains or retains (as
applicable) registered status under and as required by applicable law and is
administered in a timely manner in all respects in compliance with all
applicable laws except where the failure to do any of the foregoing could not
reasonably be expected to have a Material Adverse Effect.

         (i) Environmental. As soon as possible and in any event within 10
Business Days after the Borrower or any of its Subsidiaries obtains knowledge of
any of the following, written notice of (i) any written notice, claim, complaint
or order to the effect that the Borrower or any of its Subsidiaries is or may be
liable to any Person as a result of any event, circumstance or occurrence under
any Environmental Law, including the Release by the Borrower, any of its
Subsidiaries, or any other Person of any Hazardous Materials into the
environment or requiring that action be taken to respond to or clean up a
Release of Hazardous Materials into the environment, (ii) any condition or
occurrence on any Real Estate Asset owned, leased or operated by the Borrower or
any of its Subsidiaries that (x) results in non-compliance by the Borrower or
any of its Subsidiaries with any applicable Environmental Law, (y) could
reasonably be anticipated to form the basis of an Environmental Claim against
the Borrower or any of its Subsidiaries, or (z) could reasonably be anticipated
to cause such Real Estate Asset to be subject to any restrictions on the
ownership, lease, occupancy, use or transferability by the Borrower or any of
its Subsidiaries of its interest in such Real Estate Asset under any
Environmental Law, (iii) any written notice, complaint or citation alleging any
violation of any Environmental Law or any Environmental Approval by the Borrower
of any of its Subsidiaries or (iv) the taking of any removal or remedial action
in response to the actual or alleged presence of any Hazardous Materials on any
Real Estate Asset currently owned, leased or operated by the Borrower or any of
its Subsidiaries. Notwithstanding anything to the contrary contained in the
immediately preceding sentence, notices of events of the type described above
shall not be required to be given with respect to any event where the respective
event could not be reasonably expected to have a Material Adverse Effect.

         (j) Borrowing Base Certificate. (i) On the Effective Date, (ii) no
later than the 45th day after the end of each fiscal quarter of the Borrower,
(iii) on each Addition Date, (iv) on each Release Date, (v) on each date on
which (x) the Borrower designates a Mortgaged Property as an Excluded Mortgaged
Property pursuant to Section 8.13(d) or (y) a Mortgaged Property is deemed to be
an Excluded Mortgaged Property pursuant to Section 8.15(d), and (vi) on each
date on which a Subsidiary Guarantor that is a Wholly-Owned Subsidiary of the
Borrower ceases to be a Wholly-Owned Subsidiary, a borrowing base certificate in
the form of Exhibit L (each, a "Borrowing Base Certificate"), which shall be
prepared as of the last day of the immediately


                                      -44-
<PAGE>

preceding fiscal quarter of the Borrower (revised, in the case of a Real Estate
Asset added to the Borrowing Base since the last day of such fiscal quarter and
which neither the Borrower nor a Subsidiary thereof had owned or leased for two
full fiscal quarters, to reflect the Borrower's or such Subsidiary's aggregate
Cost to acquire such Mortgaged Property), and shall, in the case of the
Borrowing Base Certificate delivered on the Effective Date, demonstrate
compliance with Section 9.14 on the Effective Date, in each case certified by a
Senior Financial Officer of the Borrower.

         (k) Notice of Claims Against Mortgaged Properties. Without limiting the
provisions of Sections 8.01(f)(ii) and 8.01(i), promptly, and in any event
within five Business Days after an executive or financial officer of the
Borrower obtains actual knowledge thereof, (i) notice of any setoff, claims,
withholdings or other defenses to which any of the Mortgaged Properties or any
of the Mortgaged Property Owners are subject which could reasonably be expected
to have an adverse impact in any material respect on the value of the Mortgaged
Properties taken as a whole, or (ii) notice of any event, circumstance or other
matter for which notice is required to be delivered pursuant to Section
8.01(f)(ii) or 8.01(i) insofar as same related to any Mortgaged Property or any
such Mortgaged Property Owner which could reasonably be expected to have an
adverse impact in any material respect on the value of the Mortgaged Properties
taken as a whole.

         (l) Funds From Operations. In the event that the definition of "Funds
From Operations" is revised by the Board of Governors of the National
Association of Real Estate Investment Trusts, a report, certified by a Senior
Financial Officer of the Borrower, of the "Funds From Operations" of the
Borrower based on the definition as in effect on the Effective Date and based on
the definition as so revised from time to time.

         (m) Other Information. From time to time, such other information or
documents (financial or otherwise and including, without limitation, rent rolls
and other property specific information for the Mortgaged Properties (including,
without limitation, property specific information for determining the Mortgaged
Property NOI) and outstanding Indebtedness of the Borrower and its Subsidiaries)
with respect to the Borrower or any of its Subsidiaries (or properties owned by
such Persons) as the Administrative Agent or any Lender (through the
Administrative Agent) may reasonably request, so long as the disclosure of such
information could not result in a violation of, or expose the Borrower or any of
its Subsidiaries to any material liability under, any Applicable Laws or any
agreements with unaffiliated third parties that are binding on the Borrower or
any of its Subsidiaries or on any property of any of them.

         8.02     Books, Records, Inspections and Annual Meetings. (a) The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and accounts 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. Upon reasonable prior notice, the
Borrower will permit officers and designated representatives of the
Administrative Agent or any Lender to visit and inspect, during regular business
hours and under guidance of officers of the Borrower or its Subsidiary, the
Mortgaged Properties, the other Collateral and any of the other properties of
the Borrower or any of its Subsidiaries, and, so long as the disclosure of such
information could not result in a violation of, or expose the Borrower or any of
its Subsidiaries to any material liability under, any Applicable Laws, or any
agreements with


                                      -45-
<PAGE>

unaffiliated third parties that are binding on the Borrower or any of its
Subsidiaries or on any property of any of them, to examine the books of account
of the Borrower and its Subsidiaries and discuss the affairs, finances and
accounts of the Borrower and its Subsidiaries with its officers and independent
accountants, all at such reasonable times and intervals and to such reasonable
extent as the Administrative Agent or such Lender may reasonably request. Any
Lender requesting any such visit, inspection, examination or discussion shall
coordinate same with the Administrative Agent.

         (b) At a date to be mutually agreed upon between the Administrative
Agent and the Borrower, the Borrower will, at the request of the Administrative
Agent, hold an annual meeting with all of the Lenders, at which meeting will be
reviewed the financial results of the Borrower and its Subsidiaries for the
previous fiscal year and the budgets presented for the current fiscal year of
the Borrower.

         8.03     Maintenance of Property; Insurance; Casualty and Condemnation;
Restoration; and Renovations. (a) The Borrower will, and will cause each of its
Subsidiaries to, keep all of its material properties that are used or useful in
the conduct of its business (including, in any event, each Mortgaged Property)
in good repair, working order and condition, subject to ordinary wear and tear
and damage from casualty which is being diligently repaired.

         (b) The Borrower will, and will cause each of its Subsidiaries to, (i)
maintain insurance as specified in Section 7.22 and Schedule 7.22 with insurers
meeting the qualifications described therein, and (ii) furnish to the
Administrative Agent from time to time, upon written request, certificates of
insurance and such other information relating to such insurance as the
Administrative Agent may reasonably request.

         (c) The provisions of Schedule 8.03(c), relating to insurance,
casualty, condemnation, restoration and renovation requirements with respect to
the Mortgaged Properties, are incorporated by reference herein.

         (d) To the maximum extent permitted by law, the Borrower hereby
irrevocably waives, releases and discharges any and all rights of action,
demands and other claims of any kind or nature against the Administrative Agent
or the Lenders arising from any failure of the Administrative Agent or the
Lenders to comply with the National Flood Insurance Act of 1968 (42 U.S.C.
ss.ss. 4001, et seq.), the Flood Disaster Protection Act of 1973 or the National
Flood Insurance Reform Act of 1994, including any failure of the Administrative
Agent or the Lenders to provide the Borrower with written notification whether
any Mortgaged Property is in a special flood hazard area or whether federal
disaster relief assistance will be available in the event of flood damage to any
Mortgaged Property.

         8.04     Conduct of Business; Co-Borrower; Subsidiary Guarantors. (a)
The Borrower will, and will cause each of its Subsidiaries to, ensure that the
primary business of the Borrower and its Subsidiaries taken as a whole will at
all times continue to be investing in, acquiring, owning, operating, managing,
developing (to the extent permitted in this Agreement) and leasing office
building properties in the United States and the provision of services and other
business activities incidental thereto.


                                      -46-
<PAGE>

         (b) In the event that the Borrower elects to conduct its business
(including, without limitation, its ownership of all of the Equity Interests in
Holdings, TRE and any Subsidiary Guarantor described in Section 8.13(f)) by
means of an operating "upreit" entity, such entity (the "Co-Borrower") shall be
a limited partnership or a limited liability company in which (i) the Borrower
or a Wholly-Owned Subsidiary of the Borrower shall be at all times the sole
general partner or managing member, as applicable, and (ii) the Borrower and/or
such Wholly-Owned Subsidiary of the Borrower shall at all times own not less
than 80% of the Equity Interests of the Co-Borrower and control all financing,
sale and other material decisions relating to the Co-Borrower with no veto
rights in any minority equity owner therein or any other Person. At the time of
formation of the Co-Borrower, the Borrower shall, and shall cause the
Co-Borrower to, comply with the provisions of Section 1.05(f) so that the
Co-Borrower shall be a Credit Party party to this Agreement and certain of the
other Credit Documents.

         8.05     Compliance with Applicable Laws and Authorizations. The
Borrower will, and will cause each of its Subsidiaries to, comply with all
Applicable Laws (including, without limitation, Environmental Laws, all zoning
and building codes and ERISA and the rules and regulations thereunder) and
Authorizations except where non-compliance, either individually or in the
aggregate, could not be reasonably expected to have a Material Adverse Effect.

         8.06     Company Existence and Franchises, etc. The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done, all things
necessary to preserve and keep in full force and effect its Company existence
and its rights, franchises, licenses and patents; provided, however, that (i)
nothing in this Section 8.06 shall require any Subsidiary of the Borrower which
is not a Credit Party to preserve and keep in full force and effect its Company
existence where any such event, either individually or in the aggregate, could
not reasonably be expected to result in a Default or an Event of Default or
where any such event, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, (ii) nothing in this
Section 8.06 shall prevent the withdrawal by the Borrower or any Subsidiary
thereof of its qualification as a foreign Company in any jurisdiction where such
withdrawal, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect and (iii) neither the Borrower nor
any of its Subsidiaries shall be obligated to maintain any such right,
franchise, license or patent in the event the Borrower or such Subsidiary, as
the case may be, has determined in its reasonable business judgment, that the
maintenance of such right, franchise, license or patent is no longer necessary
or desirable in the conduct of its business.

         8.07     Performance of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each material agreement, contract or instrument (other than any such material
agreement, contract or instrument governing Indebtedness) by which it is bound,
except such non-performances as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         8.08     Payment of Taxes. The Borrower will, and will cause each of
its Subsidiaries to, pay and discharge, or cause to be paid and discharged, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon the Mortgaged Properties and any other properties
belonging to it, in each case on a timely basis, and all lawful claims which, if
unpaid, might become a Lien upon any properties of the Borrower or


                                      -47-
<PAGE>

such Subsidiary; provided that neither the Borrower nor any Subsidiary thereof
will be required to pay any such tax, assessment, charge, levy or claim which
(x) is being contested in good faith and by appropriate proceedings if it has
maintained adequate reserves with respect thereto in accordance with GAAP or (y)
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect and so long as no Default or Event of Default
under Section 9.01 shall occur as a result thereof.

         8.09     Use of Proceeds. The Borrower will use all proceeds from each
Credit Event only as provided in Section 7.08.

         8.10     End of Fiscal Years; Fiscal Quarters. The Borrower will, for
financial reporting purposes, cause (i) each of its fiscal years and fourth
fiscal quarters to end on December 31 of each year and (ii) each of its first
three fiscal quarters to end on the last day of March, June and September of
each year.

         8.11     Interest Rate Protection. The Borrower will, and/or will cause
its respective Subsidiaries which are the primary obligors on the respective
Indebtedness to, maintain Interest Rate Hedges on a notional amount of
Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than
Intercompany Indebtedness) which, when added to the aggregate principal amount
of Indebtedness for borrowed money of the Borrower and its Subsidiaries (other
than Intercompany Indebtedness) which bears interest at a fixed rate, equals or
exceeds 60% of the aggregate principal amount of all Indebtedness for borrowed
money of the Borrower and its Subsidiaries (other than Intercompany
Indebtedness).

         8.12     REIT Requirements. The Borrower will, and will cause each of
its Subsidiaries to, operate its business at all times so as to satisfy all
requirements necessary to qualify and maintain the Borrower's qualification as a
real estate investment trust under Sections 856 through 860 of the Code. The
Borrower will maintain adequate records so as to comply with all record-keeping
requirements relating to its qualification as a real estate investment trust as
required by the Code and applicable regulations of the Department of the
Treasury promulgated thereunder and will properly prepare and timely file with
the Internal Revenue Service all returns and reports required thereby.

         8.13     Addition and Release of Mortgaged Properties and Subsidiary
Guarantors. (a) At any time and from time to time, the Borrower may, with the
approval of the Required Lenders (which approval may be granted, withheld or
delayed in their sole discretion), add one or more Real Estate Assets to the
Borrowing Base as Mortgaged Properties (each, an "Additional Mortgaged
Property"). Prior to the addition of any Real Estate Asset to the Borrowing Base
as an Additional Mortgaged Property, the Borrower shall have (A) satisfied the
requirements set forth in Section 5 with respect thereto as if such Real Estate
Asset were an Initial Mortgaged Property and the Addition Date therefor were the
Effective Date and (B) delivered to the Administrative Agent (i) a certificate
of a Senior Financial Officer of the Borrower specifying the Real Estate Asset
to be so added to the Borrowing Base and the Addition Date therefor and
certifying (in reasonable detail) that such Real Estate Asset satisfies the
Mortgaged Property Conditions and that the requirements set forth in Section 5
have been so satisfied with respect thereto, (ii) a new Borrowing Base
Certificate pursuant to Section 8.01(j)(iii), (iii) to the extent that such Real
Estate Asset is owned by a Person other than a then existing Credit Party, a


                                      -48-
<PAGE>

counterpart of the Subsidiaries Guaranty executed by such Person together with
all other relevant officer's certificates, resolutions, opinions of counsel and
other documentation of the type described in Sections 5.02 and 5.03 as such
Person would have had to deliver if such Person were a Credit Party on the
Effective Date, and (iv) counterpart originals or certified copies of such other
documents as the Administrative Agent may reasonably request in order to
establish compliance with the conditions set forth in this Section 8.13(a). Not
later than ten (10) days prior to each Addition Date, the Borrower shall deliver
to the Administrative Agent fully executed counterparts of the Security
Documents with respect to such Additional Mortgaged Property and related
Collateral and supplements to the schedules to this Agreement, the Security
Agreement and the Environmental Indemnity reflecting the designation of such
Additional Mortgaged Property on such date, all of which shall be reasonably
satisfactory to the Administrative Agent. Upon satisfaction of the requirements
of this Section 8.13(a) and the occurrence of the Addition Date with respect
thereto, and subject to the continued compliance of any such Additional
Mortgaged Property with the Mortgaged Property Conditions, such Additional
Mortgaged Property shall be included in the Borrowing Base as a Mortgaged
Property. The Administrative Agent shall be authorized to, and hereby agrees
that it will, at the expense of the Borrower execute such documentation as may
be necessary to evidence such addition (which documentation shall be in form and
substance reasonably satisfactory to the Administrative Agent). All other
proceedings taken or to be taken in connection with such addition and all
documents incidental thereto shall be reasonably satisfactory in form and
substance to the Administrative Agent.

         (b) At any time and from time to time but only so long as no Default or
Event of Default then exists or would result therefrom, the Borrower shall have
the right, exercisable pursuant to a written notice (each, a "Mortgaged Property
Release Notice"), to remove one or more Mortgaged Properties from the Borrowing
Base. Each Mortgaged Property Release Notice pursuant to this Section 8.13(b)
shall be delivered to the Administrative Agent and shall be accompanied by (i) a
certificate of a Senior Financial Officer of the Borrower (x) specifying the
Mortgaged Property to be removed and the Release Date therefor, (y) certifying
that no Default or Event of Default then exists or, after taking the actions
described in clause (iii) below in this Section 8.13(b), would result therefrom
and (z) certifying (and showing the calculations therefor in reasonable detail)
that the Borrower will be in compliance with Section 9.14 after giving effect to
the removal of such Mortgaged Property from the Borrowing Base and any repayment
of outstanding Loans required by Section 4.02(b) in connection therewith, (ii) a
new Borrowing Base Certificate pursuant to Section 8.01(j)(iv), (iii) any
repayment of outstanding Loans as, and to the extent, required by Section
4.02(b), and (iv) all documents (which shall be in form and substance reasonably
satisfactory to the Administrative Agent) necessary to evidence the release of
such Mortgaged Property and related Collateral on the applicable Release Date
from the Liens of the Security Documents. Upon the satisfaction of the
requirements set forth in this Section 8.13(b) with respect to a Mortgaged
Property, such Mortgaged Property shall no longer be a Mortgaged Property and
shall be removed from the Borrowing Base and the Liens of the Security Documents
on such Mortgaged Property and related Collateral shall be released by the
Administrative Agent, in each case on the applicable Release Date, and the
Subsidiary Guarantor which is the owner thereof shall, unless such Subsidiary
Guarantor is Holdings, TRE or a Subsidiary Guarantor described in Section
8.13(f) or such Subsidiary Guarantor continues to own or lease one or more other
Mortgaged Properties, be released from its obligations under the Subsidiaries
Guaranty without any further action on the part of any party hereto. The
Adminis-


                                      -49-
<PAGE>

trative Agent shall be authorized to, and hereby agrees that it will, at
the expense of the Borrower, execute such documentation as may be necessary to
evidence such removal and release. All other proceedings taken or to be taken in
connection with such release and all documents incidental thereto shall be
reasonably satisfactory in form and substance to the Administrative Agent.

         (c) In the event that at any time any Mortgaged Property fails to
satisfy each of the Mortgaged Property Conditions, the Borrower may elect to
remove such Mortgaged Property from the Borrowing Base pursuant to Section
8.13(b). Upon the satisfaction of the requirements set forth in Section 8.13(b)
with respect to such Mortgaged Property, such Mortgaged Property shall no longer
be a Mortgaged Property and shall be removed from the Borrowing Base and the
Liens of the Security Documents on such Mortgaged Property and related
Collateral shall be released by the Administrative Agent, in each case on the
applicable Release Date, and, provided that no Default or Event of Default then
exists, any Subsidiary of the Borrower which is the owner thereof shall, unless
such Subsidiary Guarantor is Holdings, TRE or a Subsidiary Guarantor described
in Section 8.13(f) or such Subsidiary Guarantor continues to own or lease one or
more other Mortgaged Properties, be released from its obligations under the
Subsidiaries Guaranty without any further action on the part of any party
hereto.

         (d) In the event that at any time the Mortgaged Properties included in
the Borrowing Base (excluding any Excluded Mortgaged Properties) shall not be
greater than 85% leased in the aggregate (based on rentable square footage) (the
"Lease-Up Condition"), then, within 10 days of such condition not being
satisfied, the Borrower shall designate (an "Excluded Mortgaged Property
Designation") one or more Mortgaged Properties as Excluded Mortgaged Properties
such that, following such designation, the Lease-Up Condition will be satisfied.
Each Excluded Mortgaged Property Designation shall be delivered to the
Administrative Agent and each Lender and shall be accompanied by (i) a new
Borrowing Base Certificate pursuant to Section 8.01(j)(v) and (ii) any repayment
of outstanding Loans as, and to the extent, required by Section 4.02(b).

         (e) At any time and from time to time but only so long as no Default or
Event of Default then exists or would result therefrom, the Borrower shall have
the right to sell Equity Interests in any Subsidiary Guarantor (other than
Holdings) by written notice to the Administrative Agent. Each such written
notice shall be accompanied by (i) a certificate of a Senior Financial Officer
of the Borrower specifying the Equity Interests to be sold and (x) certifying
that no Default or Event of Default then exists or, after taking the actions
described in clause (iii) below in this Section 8.13(e), would result therefrom
and (y) that the Mortgaged Property Conditions continue to be satisfied as to
the Mortgaged Property(ies) continued to be owned or leased by such Subsidiary
Guarantor, (ii) a new Borrowing Base Certificate pursuant to Section 8.01(j)
(vi) and (iii) any repayment of outstanding Loans as, and to the extent,
required by Section 4.02(b).

         (f) The Borrower shall cause any direct Subsidiary of the Borrower (or
the Co-Borrower if formed) which (i) is formed after the Effective Date, (ii)
owns, directly or indirectly, a Real Estate Asset and (iii) is not a then
existing Credit Party, to execute and deliver to the Administrative Agent and
each Lender a counterpart of the Subsidiaries Guaranty together with all other
relevant officer's certificates, resolutions, opinions of counsel and other
documentation


                                      -50-
<PAGE>

of the type described in Sections 5.02 and 5.03 as such Person would have had to
deliver if such Person were a Credit Party on the Effective Date.

         (g) Additional Taxes. In the event of the enactment after the Effective
Date of any law of the state where any Mortgaged Property is located or of any
other governmental entity of such state deducting from the value of such
Mortgaged Property for the purpose of taxation any lien or security interest
thereon, or imposing upon the Administrative Agent or any Lender the payment of
the whole or any part of the taxes or assessments or charges or liens required
to be paid by the Mortgaged Property Owner of such Mortgaged Property, or
changing in any way the laws relating to the taxation of mortgages or security
agreements or debts secured by mortgages or security agreements or the interest
of the mortgagee or secured party in the property covered thereby, or the manner
of collection of such taxes, so as to adversely affect the Security Documents or
the indebtedness and other obligations secured thereby or the Administrative
Agent or the Lenders, then, and in any such event, the Borrower, upon demand by
the Administrative Agent, shall pay such taxes, assessments, charges or liens,
or reimburse the Administrative Agent or the Lenders therefor; provided,
however, that if (a) it is unlawful for the Administrative Agent or the Lenders
to require the Borrower to make such payment, or (b) the making of such payment
might result in the imposition of interest beyond the maximum amount permitted
by Applicable Laws, then and in either such event, the Administrative Agent may
elect, by notice in writing given to the Borrower, require the Borrower to
remove the applicable Mortgaged Property from the Borrowing Base pursuant to
Section 8.13(b) within six (6) months after request therefor by the
Administrative Agent.

         8.14     Appraisals. The Administrative Agent may from time to time
(and shall upon the written request of (x) the Required Lenders or (y) the
Borrower, which request by the Borrower shall be made no more than once in each
calendar year) obtain an Appraisal of any Mortgaged Property (which Appraisal
shall, if applicable with respect to any restoration or renovation of such
Mortgaged Property, contain an estimate of the appraised value of such Mortgaged
Property upon completion of such restoration or renovation) and the Borrower
shall, and shall cause each of its Subsidiaries to, cooperate fully with the
Appraiser selected by the Administrative Agent to conduct such Appraisals;
provided that the Administrative Agent shall not obtain an Appraisal for any
Mortgaged Property more than once in any calendar year unless (a) an Event of
Default has occurred, (b) such Appraisal is being obtained in connection with
the proposed restoration of a Mortgaged Property pursuant to paragraph
2(b)(ii)(7) of Schedule 8.03(c) or (c) the Administrative Agent reasonably
believes that one or more events have occurred which could reasonably be
expected to have, either individually or in the aggregate, a materially adverse
impact on the value of such Mortgaged Property or a Material Adverse Effect. In
the event that any Credit Party or any of its respective Subsidiaries obtains an
appraisal of one or more of the Mortgaged Properties other than pursuant to this
Section 8.14, the Borrower shall deliver a copy of such appraisal to the
Administrative Agent promptly upon the completion thereof and the Administrative
Agent may elect, in its sole discretion and subject to the approval of the
Required Lenders and Applicable Laws, to treat such appraisal as an Appraisal.
In the event that the Administrative Agent obtains an Appraisal of any Mortgaged
Property and an Event of Default does not exist, the Administrative Agent shall
deliver a copy of such Appraisal to the Borrower upon the completion thereof.
The Administrative Agent shall deliver a copy of any Appraisal obtained by or
delivered to it pursuant to this Section 8.14 to each Lender. Any increase or
decrease in the Appraised Value of a Mortgaged Property as reflected in an
updated


                                      -51-
<PAGE>

Appraisal shall be shown on the next Borrowing Base Certificate delivered to the
Lenders pursuant to Section 8.01(j); provided, however, that before an increase
in Appraised Value with respect to a Mortgaged Property may be taken into
account in calculating the Borrowing Base Property Value of such Mortgaged
Property, the Borrower must amend the Mortgage encumbering such Mortgaged
Property to the extent necessary to cause the full amount of the increased
Appraised Value to be encumbered by the Lien of such Mortgage.

         8.15     Mortgaged Properties. (a) If any Mortgaged Property is
encumbered by a Lien which is not a Permitted Encumbrance, the Borrower shall,
or shall cause its Subsidiaries to, promptly discharge or cause to be discharged
by payment to the lienor or lien claimant or promptly secure removal by bonding
or deposit with the county clerk or otherwise or, at the Administrative Agent's
option, promptly obtain insurance against, any such Lien within thirty (30) days
after the date of notice thereof, but compliance with the provisions of this
Section 8.15(a) shall not be deemed to constitute a waiver of the provisions of
Section 9.01. The Borrower shall fully preserve the Lien and the priority of
each of the Security Documents without cost or expense to the Administrative
Agent or the Lenders.

         (b) If the Borrower or any of its Subsidiaries shall fail to promptly
discharge, remove or bond off any Lien which is not a Permitted Encumbrance
within thirty (30) days after the date of notice thereof, then the
Administrative Agent may, but shall not be required to, procure the release and
discharge of such Lien, and any judgment or decree thereon, and in furtherance
thereof may, in its sole discretion, effect any settlement or compromise with
the lienor or post any bond or furnish any security or indemnity as the
Administrative Agent, in its sole discretion, may elect. In settling,
compromising or arranging for the discharge of any Lien under this Section
8.15(b), the Administrative Agent shall not be required to establish or confirm
the validity or amount of the Lien. The Borrower agrees that all costs and
expenses expended or otherwise incurred by the Administrative Agent pursuant to
this Section 8.15(b) (including, without limitation, reasonable attorneys' fees
and disbursements) shall be paid by the Borrower to the Administrative Agent
promptly following demand therefor.

         (c) The Administrative Agent may at any time obtain an updated title
and/or lien search regarding any Mortgaged Property or any other Collateral, and
any such search shall be at the expense of the Borrower if it is being done (i)
because the Administrative Agent reasonably believes that a Lien which is not a
Permitted Encumbrance may encumber any Mortgaged Property or other Collateral,
(ii) following a change in Applicable Laws or the state or organization of any
Mortgaged Property Owner or (iii) after the occurrence and during the
continuation of an Event of Default.

         (d) (i) The Borrower has delivered to the Administrative Agent the
following Appraisals and reports with respect to each of the Initial Mortgaged
Properties: (x) an Appraisal, (y) a written Phase I environmental report (and if
recommended by such report, a written Phase 2 environmental report) in favor of
the Administrative Agent and prepared and certified by an environmental
consultant satisfactory to the Administrative Agent and (z) an engineering
report in favor of the Administrative Agent and prepared and certified by an
engineer satisfactory to the Administrative Agent. In the event that the
Administrative Agent notifies the Borrower on or prior to January 15, 2003 that
any such Appraisal or report is not reasonably satisfactory in form and
substance to the Required Lenders, the applicable Initial Mortgaged Property
shall, 15


                                      -52-
<PAGE>

Business Days following such notification by the Administrative Agent, be deemed
an Excluded Mortgaged Property and excluded from the calculation of the
Borrowing Base Value until the date, if any, on which the Administrative Agent
notifies the Borrower that such Appraisal or report, as applicable, is
satisfactory to the Required Lenders as aforesaid. On the date that any Initial
Mortgage Property is deemed an Excluded Mortgaged Property and excluded from the
calculation of the Borrowing Base Value pursuant to this Section 8.15(d)(i), the
Borrower shall deliver to the Administrative Agent (A) a new Borrowing Base
Certificate pursuant to Section 8.01(j)(v) and (B) any repayment of outstanding
Loans as, and to the extent, required by Section 4.02(b).

         (ii) The Borrower covenants and agrees (x) to determine to the
reasonable satisfaction of the Administrative Agent (by means of a Phase II
environmental audit report with respect to subsurface soil and/or groundwater or
by other means reasonably satisfactory to the Administrative Agent) not later
than March 31, 2003 whether the Initial Mortgaged Property known as Newmarket
Business Park and referred to as item 3 in Schedule III is subject to or
otherwise affected by any adverse environmental conditions or Environmental
Claims as a result of the operation of a gasoline service station formerly
located thereon, and (y) to cause the applicable Mortgaged Property Owner to
comply with its obligations under the Environmental Indemnity with respect to
any such adverse environmental conditions or Environmental Claims. In the event
that the Borrower fails to comply with its obligations under clause (x) of the
immediately preceding sentence on or prior to March 31, 2003, such Initial
Mortgaged Property shall on such date be deemed an Excluded Mortgaged Property
and excluded from the calculation of the Borrowing Base Value until the date, if
any, on which the Administrative Agent notifies the Borrower that it has
determined that the Borrower has fully complied with clause (x) of the
immediately preceding sentence. On the date that any Initial Mortgage Property
is deemed an Excluded Mortgaged Property and excluded from the calculation of
the Borrowing Base Value pursuant to this Section 8.15(d)(ii), the Borrower
shall deliver to the Administrative Agent (A) a new Borrowing Base Certificate
pursuant to Section 8.01(j)(v) and (B) any repayment of outstanding Loans as,
and to the extent, required by Section 4.02(b).

         (iii) The Borrower covenants and agrees to cause each underground
storage tank for Hazardous Material located at the Initial Mortgaged Properties
known as 9800 La Cienega Boulevard, Inglewood, California and St. Louis Place,
St. Louis, Missouri and referred to as items 4 and 11 of Schedule III to comply
in all material respects with the requirements of all applicable Environmental
Laws or to cause any such underground storage tank which does not so comply to
be removed, in any case not later than March 31, 2003. In the event that the
Borrower fails to comply with its obligations under the immediately preceding
sentence with respect to any of such Initial Mortgaged Properties on or prior to
March 31, 2003, the applicable Initial Mortgaged Property shall on such date be
deemed an Excluded Mortgaged Property and excluded from the calculation of the
Borrowing Base Value until the date, if any, on which the Administrative Agent
notifies the Borrower that it has determined that the Borrower has satisfied its
obligations under the immediately preceding sentence. On the date that any
Initial Mortgage Property is deemed an Excluded Mortgaged Property and excluded
from the calculation of the Borrowing Base Value pursuant to this Section
8.15(d)(iii), the Borrower shall deliver to the Administrative Agent (A) a new
Borrowing Base Certificate pursuant to Section 8.01(j)(v) and (B) any repayment
of outstanding Loans as, and to the extent, required by Section 4.02(b).


                                      -53-
<PAGE>

         (iv) The Borrower covenants and agrees (x) to implement in all material
respects all asbestos operations and maintenance plans as in effect on the
Effective Date with respect to the Initial Mortgaged Properties known as
Northstar Center, Minneapolis, Minnesota and 500 Jefferson, Houston, Texas and
referred to as items 6 and 7 in Schedule III and (y) otherwise to comply with
all applicable Environmental Laws relating to the identification, presence,
containment and removal of asbestos-containing and suspected asbestos-containing
materials at the Mortgaged Properties.

         SECTION 9.  Negative Covenants. The Borrower hereby covenants and
agrees that on and after the Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings
(in each case together with interest thereon) and all other Obligations incurred
hereunder and thereunder, are paid in full:

         9.01     Liens. The Borrower will not, nor will the Borrower permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon
any asset of any Credit Party (including, but not limited to, any Mortgaged
Property (or any other Property thereon) or any capital stock or other Equity
Interest owned by such Credit Party) or on the capital stock or other Equity
Interest of the Co-Borrower if formed or any Mortgaged Property Owner (all of
the foregoing assets and Equity Interests subject to such restrictions are
referred to as "Restricted Property"), in either case whether now owned or
leased or hereafter acquired or leased, or sell any Restricted Property subject
to an understanding or agreement, contingent or otherwise, to repurchase such
Restricted Property (including sales of accounts receivable with or without
recourse generated from any of the Restricted Properties, but excluding (i) the
right to sell, transfer, convey or issue limited partnership interests (if the
Co-Borrower is a limited partnership) or non-managing member interests (if the
Co-Borrower is a limited liability company) in the Co-Borrower so long as the
condition set forth in Section 8.04(ii) is not violated thereby, and (ii) the
right of any Person which is not the Borrower or a Subsidiary of the Borrower to
convert an Equity Interest in the Co-Borrower into an Equity Interest in the
Borrower), or assign any right to receive the income or profits therefrom or
authorize the filing of any financing statements under the UCC or any other
similar notice Lien under any similar recording or notice of statute, except
("Permitted Encumbrances"):

         (a) Liens for taxes, assessments or governmental charges or levies not
yet due or that are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained in
conformity with GAAP and such proceedings have the effect of preventing the
forfeiture or sale of the Restricted Property subject to any such Lien;

         (b) (x) carriers', warehousemen's, mechanics', suppliers',
materialmen's repairmen's or other like Liens arising in the ordinary course of
business and (y) Liens on Real Estate Assets arising in the ordinary course of
business in favor of the Federal or any state or local government arising as a
result of noncompliance with any statute or regulation applicable to such Real
Estate Assets, in either case (in the case of preceding clauses (x) and (y))
that do not secure Indebtedness for borrowed money and either (i) have not been
outstanding for a period of more than 45 days and do not materially detract from
the value of the Restricted Property subject to any such Liens or materially
impair the use of such Restricted Property in the operation of the business of
such Credit Party or (ii) that are being contested in good faith by appropriate


                                      -54-
<PAGE>

proceedings with respect to which adequate reserves have been maintained in
accordance with GAAP, which proceedings have the effect of preventing or staying
the forfeiture or sale of the Restricted Property subject to any such Lien;

         (c) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation;

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

         (e) (i) Liens and other encumbrances set forth in Schedule B of each of
the Title Policies and (ii) other easements (including, without limitation,
reciprocal easement agreements and utility agreements), rights of way,
covenants, conditions, restrictions, consents, reservations, encroachments,
variations and zoning and other similar restrictions or encumbrances (whether or
not recorded) incurred in the ordinary course of business that do not in any
case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of any Credit
Party;

         (f) Liens arising out of the existence of judgments or awards not
constituting a Default or an Event of Default under Section 10.06 and (i) which
have been or will be bonded (and the Lien thereby removed other than on any cash
serving as security for such bond) or released of record within thirty (30) days
after the date that such judgment or award is entered or (ii) in respect of
which any Credit Party shall in good faith be prosecuting an appeal or
proceedings for review and in respect of which there shall have been secured a
subsisting stay of execution pending such appeal or proceedings, provided that
(in the case of preceding clause (ii)) such Liens do not attach to any Mortgaged
Property or the Equity Interests of the Co-Borrower if formed or any Mortgaged
Property Owner;

         (g) (i) Leases affecting (x) any Initial Mortgaged Property on the
Effective Date and (y) any Additional Mortgaged Property on the Addition Date
applicable thereto, (ii) licenses, sublicenses, other Leases (subject to
compliance with Section 9.18(d)) or subleases entered into the ordinary course
of business not interfering in any material respect with the business of any
Credit Party, (ii) Liens arising from precautionary Uniform Commercial Code
financing statements regarding operating leases, and (iii) statutory and common
law landlords' liens under leases to which any Credit Party is a party;

         (h) Liens placed upon equipment, machinery or materials used in the
ordinary course of business of any Credit Party and placed at the time of the
acquisition thereof by such Credit Party or within 90 days thereafter to secure
Indebtedness incurred to pay all or a portion of the purchase price thereof or
to secure Indebtedness incurred solely for the purpose of financing the
acquisition of any such equipment, machinery or materials or extensions,
renewals or replacements of any of the foregoing for the same or a lesser
amount, provided that (i) the aggregate outstanding principal amount of all such
Indebtedness at any time that is allocable to, or otherwise associated with, any
Real Estate Asset shall not exceed $1,000,000 and (ii) in all


                                      -55-
<PAGE>

events, the Lien encumbering the equipment, machinery or materials so acquired
does not encumber any other asset of any Credit Party or any other Restricted
Property;

         (i) Liens solely on the Equity Interests of a Subsidiary of the
Borrower (which is not the Co-Borrower if formed or a Subsidiary Guarantor) or
on the Equity Interests of an Unconsolidated Entity, in either case which have
been pledged to secure Indebtedness of such Subsidiary or Unconsolidated Entity,
provided that there is no Recourse to the Credit Party pledging such Equity
Interests or its Restricted Property except against the pledged Equity Interests
of the Subsidiary or Unconsolidated Entity that incurred such Indebtedness;

         (j) Liens in favor of, and owned by, the Borrower;

         (k) Liens in existence on the Effective Date which are listed, and the
property subject thereto and the obligations secured thereby described, in
Schedule 9.01, plus renewals, replacements and extensions of such Liens,
provided that (x) (A) in the case of the Liens described in item 1 on Schedule
9.01, such renewal, replacement or extension does not increase the aggregate
principal amount of such Indebtedness to more than 75% of the fair market value
of the Real Estate Asset subject to such Liens (as determined from the most
recent appraisal of such Real Estate Asset prepared by an independent appraiser
or based on such other evidence as may be reasonably satisfactory to the
Administrative Agent) and (B) in the case of the Liens described in item 2 on
such Schedule 9.01, the aggregate principal amount of the Indebtedness, if any,
secured by such Liens does not increase from that amount outstanding at the time
of any such renewal, replacement or extension, (y) any such renewal, replacement
or extension does not encumber any additional Restricted Property (other than
"products" and "proceeds" thereof or customary after acquired property, as each
such term is defined in the UCC of the State of New York) and (z) in all events,
such Liens do not now nor will they in the future encumber any Mortgaged
Property or the Equity Interests of the Co-Borrower if formed, Holdings or any
Mortgaged Property Owner and, except as and to the extent set forth in item 2 of
Schedule 9.01, the only recourse in respect of the obligations secured by such
Liens is against the Restricted Property subject to such Liens; and

         (l) Liens created or required by the Credit Documents.

         9.02     Consolidation, Merger, Sale of Assets, etc. (a) The Borrower
will not, nor will the Borrower permit any other Credit Party to, wind up,
liquidate or dissolve its affairs, discontinue its business, or enter into any
transaction of merger or consolidation, or agree to do any of the foregoing at
any future time without a contingency relating to obtaining any required
approval hereunder, except that so long as no Specified Default or Event of
Default then exists or would result therefrom (including, without limitation, an
Event of Default under Section 8.04 or 10.09), the following shall be permitted:
(i) any then existing Subsidiary of the Borrower may be merged or consolidated
with or into, or be liquidated into, the Borrower (so long as the Borrower is
the surviving Company), the Co-Borrower if formed (so long as the Co-Borrower is
the surviving entity) or a Subsidiary Guarantor (so long as a Subsidiary
Guarantor is the surviving Company), (ii) any Person that is not a Subsidiary of
the Borrower at such time may be merged or consolidated with or into, or
liquidated into, the Borrower (so long as the Borrower is the surviving
Company), the Co-Borrower if formed (so long as the Co-Borrower is the surviving
entity) or a Subsidiary Guarantor (so long as the Subsidiary Guarantor is the
surviving


                                      -56-
<PAGE>

Company), provided that, in the case of this clause (ii), (x) the Person which
is merged or consolidated into such Credit Party is predominantly in the
commercial real estate business, (y) if rated, the creditworthiness of the
Borrower's long term unsecured debt or implied senior debt, as applicable, after
giving effect to such merger or consolidation is not lower than the Borrower's
creditworthiness two months immediately preceding such merger or consolidation,
and (z) the then fair market value of the assets of the Person which is merged
or consolidated into such Credit Party is less than 25% of the Borrower's then
Consolidated Total Asset Value after giving effect to such merger or
consolidation on a Pro Forma Basis, and (iii) any Subsidiary Guarantor may be
converted into a limited liability company by statutory election.

         (b) The Borrower will not, nor will it permit any of its Subsidiaries
to, consummate any Asset Sale, except that during any fiscal quarter of the
Borrower, the Borrower and its Subsidiaries may effect an Asset Sale so long as
(i) no Specified Default or Event of Default then exists or would result
therefrom, (ii) the consideration received (taking the amount of all cash and
the fair market value, as reasonably determined by the Borrower, of all non-cash
consideration) from such Asset Sale, together with the aggregate consideration
received from all other Asset Sales effected by the Borrower and its
Subsidiaries during such fiscal quarter simultaneously with or prior to such
Asset Sale, shall not exceed 2.5% of the Fair Market Value of the Borrower
unless the Borrower shall have given the Administrative Agent prior written
notice of such Asset Sale, which notice shall be accompanied by a certificate of
a Senior Financial Officer of the Borrower certifying (and showing the
calculations therefor in reasonable detail) that the Borrower will be in
compliance with Sections 9.10 and 9.11 after giving effect to such Asset Sale,
and (iii) in the event that any such Asset Sale includes a Mortgaged Property or
any Equity Interests in any Subsidiary Guarantor, the Borrower also shall have
complied with the provisions of Section 8.13(b).

         (c) Without limiting the foregoing provisions of this Section 9.02, in
no event shall the Borrower or any of its Subsidiaries convey, lease, sell,
transfer or otherwise dispose of, in one transaction or a series of
transactions, (i) (x) any Equity Interests in Holdings, TRE or any Subsidiary
Guarantor described in Section 8.13(f) (other than the transfer of all of such
Equity Interests to the Co-Borrower if formed) and (y) more than 20% of the
Equity Interests in the Co-Borrower if formed or (ii) all or substantially all
of the assets or business of the Borrower and its Subsidiaries taken as a whole.

         9.03     Dividends. The Borrower will not, nor will the Borrower permit
any of its Subsidiaries to, authorize, declare, pay or make any Dividends
except:

         (a) any Subsidiary of the Borrower (other than the Co-Borrower if
formed) may distribute Dividends to holders of its Equity Interests, in each
case so long as the Borrower or any Subsidiary of the Borrower which owns an
Equity Interest in such Subsidiary receives a percentage of any such Dividends
which is at least equal to its percentage Equity Interest in its respective
Subsidiary distributing the Dividend (taking into account, however, the relative
preferences, if any, of the various classes of Equity Interest of such
Subsidiary); and

         (b) (i) the Borrower may from time to time pay Dividends to the owners
of its Equity Interests (including, without limitation, Dividends consisting of
the repurchase of any such Equity Interests) so long as (x) the aggregate amount
of all such Dividends paid or made by


                                      -57-
<PAGE>

the Borrower in any fiscal year of the Borrower does not exceed 90% of Funds
From Operations of the Borrower for such fiscal year (or, in the case of the
fiscal year in which the Reorganization occurs, 90% of Funds From Operations of
the Borrower for the period from the date of the consummation of the
Reorganization through the last day of such fiscal year) and (y) the aggregate
amount of all such Dividends paid or made by the Borrower for the first three
fiscal quarters of the Borrower in any fiscal year of the Borrower (commencing
with the first fiscal year after the consummation of the Reorganization), does
not exceed 100% of Funds From Operations of the Borrower for such three fiscal
quarter period; provided, however, at any time that a Specified Default or an
Event of Default then exists or would result therefrom, Dividends pursuant to
this Section 9.03(b)(i) shall be limited to that amount necessary for the
Borrower to maintain its status as a real estate investment trust under Sections
856 through 860 of the Code; and

         (ii) the Co-Borrower if formed may pay Dividends to the Borrower and
all other holders of Equity Interests in the Co-Borrower (including, without
limitation, but subject to Section 8.04(b)(ii), Dividends consisting of the
repurchase of any such Equity Interests) so long as (x) the aggregate amount of
all such Dividends paid or made by the Co-Borrower in any fiscal year of the
Co-Borrower does not exceed 90% of Funds From Operations of the Co-Borrower for
such fiscal year and (y) the aggregate amount of all such Dividends paid or made
by the Co-Borrower for the first three fiscal quarters of the Co-Borrower in any
fiscal year of the Co-Borrower does not exceed 100% of Funds From Operations of
the Co-Borrower for such three fiscal quarter period; provided, however, at any
time that a Specified Default or an Event of Default then exists or would result
therefrom, Dividends pursuant to this Section 9.03(b)(ii) shall be limited to
that amount necessary for the Borrower to maintain its status as a real estate
investment trust under Section 856 through 860 of the Code.

         9.04     Indebtedness. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to, contract, create, incur, assume or suffer to
exist any Indebtedness except:

         (a) Subject to Section 9.17, the Credit Parties may contract, create,
incur, assume or suffer to exist Unsecured Indebtedness (other than under
another revolving credit facility) and, to the extent permitted by Section
9.01(h), Secured Indebtedness, in each case so long as (i) no Specified Default
or any Event of Default then exists or would result therefrom and (ii) based on
calculations made by the Borrower, the Borrower will be in compliance with
Sections 9.10, 9.11 and 9.14 after giving effect to the incurrence of the
respective Indebtedness;

         (b) Subject to Section 9.17, Subsidiaries of the Borrower that are not
Credit Parties may contract, create, incur, assume or suffer to exist
Indebtedness, in each case so long as (i) no Specified Default or any Event of
Default then exists or would result therefrom, provided that, notwithstanding
the existence of any Specified Default or Event of Default, any such Subsidiary
may refinance any Secured Indebtedness outstanding on the Effective Date to the
extent that any such refinancing occurs no earlier than six months prior to the
final scheduled maturity of such Secured Indebtedness, and (ii) based on
calculations made by the Borrower, the Borrower will be in compliance with
Sections 9.10 and 9.11 after giving effect to the incurrence of the respective
Indebtedness;


                                      -58-
<PAGE>

         (c) Subject to Section 9.17, Indebtedness under Interest Rate Hedges
entered into with respect to other Indebtedness permitted under this Section
9.04 so long as the terms and conditions of such Interest Rate Hedges are
consistent with past practice of the Borrower and its Subsidiaries and are
entered into for bona fide hedging purposes and not for speculative purposes;
and

         (d) Subject to Section 9.17, Indebtedness with respect to performance
bonds, surety bonds, appeal bonds or custom bonds required in the ordinary
course of business or in connection with the enforcement of rights or claims of
the Borrower or any of its Subsidiaries.

         Without limiting the provisions of clauses (a) through (d) of this
Section 9.04, (i) in no event will the Borrower permit any of its Subsidiaries
that are not Credit Parties or any of its Unconsolidated Entities to contract,
create, incur or assume after the date hereof any Secured Indebtedness for which
there is Recourse to any Credit Party in connection with Land held for
Development or Land under Development (including the acquisition of any Real
Estate Asset that will, upon such acquisition, become Land held for Development
or Land under Development) unless the aggregate amount of such Secured
Indebtedness does not exceed the Maximum Permitted Debt Amount applicable to
such Secured Indebtedness and (ii) in no event will any Credit Party contract,
create, incur or assume after the date hereof any Indebtedness for borrowed
money (or any guarantees thereof) that would constitute Unsecured Indebtedness,
other than Intercompany Indebtedness, unless such Indebtedness has a maturity
date on or after December 12, 2005.

         9.05     Limitation on Modifications of Certificate of Incorporation,
By-Laws and Certain Other Agreements; etc. The Borrower will not, nor will the
Borrower permit any other Credit Party to, amend, modify or change its
certificate of incorporation (including, without limitation, by the filing or
modification of any certificate of designation) or by-laws (or equivalent
organizational document) or any agreement entered into by it with respect to its
Equity Interests, or enter into any new agreement with respect to its Equity
Interests unless such amendment, modification, change or other action, either
individually or in the aggregate, could not be reasonably expected to have a
Material Adverse Effect or be adverse to the Lenders in any material respect.

         9.06     Investments. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to, make or maintain any Investments in Land
under Development, Land Held for Development, Joint Ventures, Mortgage
Interests, Equity Interests, seller financing received in connection with Asset
Sales, Retail Property and real estate technology companies (each a "Restricted
Holding"), except that, subject to Section 9.17, Investments in Restricted
Holdings may be made and maintained so long as the aggregate value of all such
Restricted Holdings does not exceed 35% of the Consolidated Total Asset Value of
the Borrower at any time and so long as:

         (a) Investments consisting of Development Costs (including, without
limitation, Development Costs with respect to the Retail Properties specified in
Section 9.06(h) in the aggregate do not exceed 10% of the Consolidated Total
Asset Value of the Borrower at any time; provided that, and at any time and for
so long as, the Borrower or a Subsidiary thereof owns


                                      -59-
<PAGE>

the Hollywood and Highlands Real Estate Asset, the aforementioned percentage
shall be increased to 12.5% of the Consolidated Total Asset Value of the
Borrower;

         (b) Investments in Joint Ventures (excluding (i) subject to Section
8.04(b)(ii), Equity Interests owned by the Borrower or any Wholly-Owned
Subsidiary of the Borrower in the Co-Borrower if formed and (ii) Equity
Interests received as consideration for any Asset Sale) in the aggregate do not
exceed 20% of the Consolidated Total Asset Value of the Borrower at any time;

         (c) Investments consisting of Mortgages Interests (excluding Mortgages
Interests received as consideration for any Asset Sale) in the aggregate do not
exceed 5% of the Consolidated Total Asset Value of the Borrower at any time
(calculated, however, without regard to the Borrower's Mortgage Interests
relating to office property located at 250 West Pratt Street, Baltimore,
Maryland);

         (d) Investments consisting of seller financing (including, but not
limited to, Mortgages Interests, other Indebtedness or receivables) provided in
connection with Asset Sales in the aggregate do not exceed 5% of the
Consolidated Total Asset Value of the Borrower at any time;

         (e) Investments consisting of Equity Interests received in
consideration for Asset Sales in the aggregate do not exceed 5% of the
Consolidated Total Asset Value of the Borrower at any time;

         (f) Investments in real estate related technology companies (including,
without limitation, Cogent Communications Inc., so long as such entity remains a
real estate technology company) in the aggregate do not exceed 5% of the
Consolidated Total Asset Value of the Borrower at any time;

         (g) Investments consisting of Land held for Development in the
aggregate do not exceed 5% of the Consolidated Total Asset Value of the Borrower
at any time; and

         (h) Investments in Retail Properties shall be limited to the Hollywood
and Highlands, Paseo Colorado and Desert Passage properties.

         Each of the Restricted Holdings restrictions set forth above in this
Section 9.06 shall be calculated as of the last day of each fiscal quarter of
the Borrower.

         Notwithstanding the foregoing, the Borrower will not, nor will the
Borrower permit any of its Subsidiaries, to commence or incur any obligation to
commence any new Investments of the types described in clauses (a)-(g) of this
Section 9.06 (x) during any period that the Consolidate Total Indebtedness of
the Borrower is greater than 65% of the Consolidated Total Asset Value of the
Borrower, or (y) if the making of any such Investment (including, without
limitation, the incurrence of any Indebtedness therefor) will cause the
Consolidated Total Indebtedness of the Borrower to be greater than 65% of the
Consolidated Total Asset Value of the Borrower.


                                      -60-
<PAGE>

         9.07     Negative Pledge Clauses; etc. The Borrower will not, nor will
the Borrower permit any of its Subsidiaries to, enter into or suffer to exist or
become effective any agreement that (x) prohibits or limits the ability of any
Credit Party or any of its Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any Restricted Property or any revenues therefrom, whether
now owned or hereafter acquired, or (y) requires that, upon the creation,
incurrence, assumption or existence of any Lien upon any of its assets or
revenues, whether now owned or hereafter acquired, a Lien (whether "equal and
ratable," senior, junior or otherwise) be created on any Restricted Property to
secure any other Indebtedness or obligations, except that (a) the provisions
contained in this Agreement and the other Credit Documents shall be permitted,
(b) any agreements governing any Secured Indebtedness permitted under Sections
9.01(h) and (k) shall be permitted to contain prohibitions or limitations of the
type described in the preceding clause (x) (in which case, any such prohibition
or limitation shall only be effective against the equipment, machinery or
materials financed thereby, or in the case of such Section 9.01(k), the Property
subject to such Liens), (c) agreements governing the Liens permitted by Section
9.01(i) shall be permitted to contain prohibitions or limitations of the type
described in the preceding clause (x) so long as such restrictions shall only be
effective against the Equity Interests subject to such Liens, (d) customary
restrictions with respect to assets imposed pursuant to an agreement that has
been entered into in connection with an Asset Sale of such assets as otherwise
permitted under this Agreement shall be permitted, (e) Unsecured Indebtedness of
the Borrower that is issued pursuant to an effective registration statement
under the Securities Act or in a transaction exempt from registration pursuant
to Rule 144A or Regulation S promulgated thereunder or which is listed on a
non-U.S. securities exchange may contain an "equal and ratable" clause effective
only upon the creation of any Lien on any Restricted Property in favor of the
Administrative Agent for the benefit of the Lenders, and (f) in the case of
clause (x) of this Section 9.07, customary provisions restricting assignment of
any lease under which the Borrower or any of its Subsidiaries is the tenant or
subletting space demised under any such lease.

         9.08     Transactions with Affiliates. The Borrower will not, nor will
the Borrower permit any of its Subsidiaries to, enter into any transaction or
series of related transactions, with any Affiliate of the Borrower or any of its
Subsidiaries, other than on terms and conditions no less favorable to the
Borrower or such Subsidiary as would reasonably be obtained by the Borrower or
such Subsidiary at that time in a comparable arm's-length transaction with a
Person other than an Affiliate of the Borrower, except that:

                  (a) the Borrower and its Subsidiaries may enter into
         employment arrangements with respect to the procurement of services of
         their respective officers and employees in the ordinary course of
         business, including executive compensation arrangements; and

                  (b) transactions between or among the Borrower and its
         Subsidiaries shall be permitted; provided, however, that all
         transactions involving the Co-Borrower if formed or a Subsidiary
         Guarantor where the counterparty to such transaction is a Subsidiary of
         the Borrower that is not a Credit Party shall be required to be on
         terms and conditions no less favorable to the Co-Borrower or such
         Subsidiary Guarantor, as the case may be, as would reasonably be
         obtained by the Co-Borrower or such Subsidiary Guarantor, as the case
         may be, at the time in a comparable arm's-length transaction with a
         Person other than an Affiliate of the Borrower (other than with respect
         to (x) the sale, transfer or other disposition of Real Estate Assets
         other than a Mortgaged Property or the Equity Interests


                                      -61-
<PAGE>

         of the Mortgaged Property Owner thereof or of the Co-Borrower if formed
         and (y) guaranties and other credit support or enhancements given by
         (A) Holdings or the Co-Borrower if formed in favor of the Borrower or
         any of its other Subsidiaries or Unconsolidated Entities in the
         ordinary course of business, (B) TRE in favor of any of its
         Subsidiaries in the ordinary course of business or (C) any Subsidiary
         Guarantor described in Section 8.13(f) in favor of any of its
         Subsidiaries in the ordinary course of business; and

                  (c) transactions (including, without limitation, tax
         cooperation arrangements and indemnifications for obligations relating
         to Property of the Borrower or a Subsidiary or Unconsolidated Entity
         thereof for which the indemnified party no longer has an interest other
         than through its ownership interest in the Borrower) necessary to
         implement the consummation of the Reorganization shall be permitted so
         long as the effect of such transactions, either individually or in the
         aggregate, could not reasonably be expected to have a Material Adverse
         Effect.

         9.09     Management Agreements. The Borrower will not, nor will the
Borrower permit any of its Subsidiaries to, enter into any management agreement
or similar agreement granting to any Person (other than in the case of any
Subsidiary of the Borrower, the Borrower, the Co-Borrower if formed or any other
Wholly-Owned Subsidiary of the Borrower or the Co-Borrower if formed) (a)
authority over the leasing, maintenance or operation of any Mortgaged Property
or (b) substantial authority over the leasing, maintenance or operation of any
other Real Property owned or leased by the Borrower or such Subsidiary, as the
case may be, on terms less favorable to the Borrower or such Subsidiary, as the
case may be, than the market standard on the date of such agreement. All of such
management rights relating to any Mortgaged Property shall be subject and
subordinate to the Security Documents.

         9.10     Consolidated Total Indebtedness as a Percentage of
Consolidated Total Asset Value. The Borrower will not permit its Consolidated
Total Indebtedness on any date to exceed an amount which is 65% of the
Consolidated Total Asset Value of the Borrower as at the last day of the most
recently ended fiscal quarter of the Borrower; provided that the Consolidated
Total Indebtedness of the Borrower may be greater than 65% but less than 67.5%
of the Consolidated Total Asset Value of the Borrower with respect to not more
than one fiscal quarter of the Borrower occurring during the period extending
from October 1, 2002 to December 31, 2003; and provided further, that, in
determining such Consolidated Total Asset Value, such determination shall be
made on a Pro Forma Basis to give effect to any sales and acquisitions of Real
Estate Assets effected after the last day of any such fiscal quarter and on or
prior to the date of any determination pursuant to this Section 9.10.

         9.11     Consolidated Net Worth. The Borrower will not permit its
Consolidated Net Worth on any date to be less than the sum of (i)
$1,500,000,000, plus (ii) 75% of the aggregate cash proceeds received by the
Borrower or the Co-Borrower if formed after the Effective Date in connection
with any equity offering by, or capital contribution to, the Borrower or the
Co-Borrower (net of fees and expenses customarily incurred in transactions of
such type).

         9.12     Consolidated Interest Coverage Ratio. The Borrower will not
permit its Consolidated Interest Coverage Ratio for any Test Period to be less
than 2.00:1.00.


                                      -62-
<PAGE>

         9.13     Consolidated Fixed Charge Coverage Ratio. The Borrower will
not permit its Consolidated Fixed Charge Coverage Ratio for any Test Period to
be less than 1.50:1.00.

         9.14     Mortgaged Property Coverage Ratio. The Borrower will not
permit the Mortgaged Property Coverage Ratio on any date to be less than
1.50:1.00.

         9.15     Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit Holdings, the Co-Borrower if formed or
any of the Subsidiary Guarantors to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any encumbrance or restriction on
(including, without limitation, any requirement that excess cash flow be used to
repay other Indebtedness) the ability of any such Subsidiary to (a) pay
Dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (c) transfer any of its properties or assets to the
Borrower or any of the Borrower's Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or such Subsidiary, (iv) customary provisions restricting assignment of
any contract entered into by the Borrower or such Subsidiary in the ordinary
course of business, and (v) any restrictions imposed by any holder of a
Permitted Encumbrance on the transfer of the asset or assets subject thereto.

         9.16     Affiliate Debt and Subordination Agreement. (a) Without
limiting the other provisions of this Agreement, the Borrower will not, and will
not permit any of its Subsidiaries to, incur or create any Indebtedness that is
owed by a Credit Party to any Subsidiary of the Borrower that is not a Credit
Party unless, in each case, the respective Credit Party and each such Subsidiary
has entered into the Subordination Agreement.

         (b) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, make any payment on any Affiliate Debt to the extent that such
payment is not permitted to be paid at such time pursuant to the Subordination
Agreement.

         (c) At such time, if any, as an obligor in respect of any Affiliate
Debt ceases to be a Credit Party or any obligee in respect of any Affiliate Debt
ceases to be a Person which is required to be a party to the Subordination
Agreement by operation of this Section 9.16, the Borrower may request that any
such obligor or obligee be released from the provisions of the Subordination
Agreement and the Administrative Agent shall be authorized to, and hereby agrees
that it will, at the request and the expense of the Borrower, execute such
documentation as may be necessary to evidence such release (which documentation
shall be in form and substance reasonably satisfactory to the Administrative
Agent).

         9.17     Sears Tower. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries or Unconsolidated Entities to, whether
voluntarily or involuntarily (a) incur any additional Indebtedness, funding or
other obligations relating to Sears Tower (other than the accrual of interest on
mortgage Indebtedness existing on the Effective Date and the satisfaction of
funding obligations existing on the Effective Date of approximately $4,600,000,
in each case


                                      -63-
<PAGE>

pursuant to the terms of documentation existing on the Effective Date and as and
to the extent described in the Sears Tower Memorandum), (b) make or maintain any
additional Investments in or with respect to Sears Tower (other than the
satisfaction of funding obligations existing on the Effective Date of
approximately $4,600,000, pursuant to documentation existing on the Effective
Date and as and to the extent described in the Sears Tower Memorandum), or (c)
enter into any agreement (including, without limitation, any amendment or
modification of any agreement existing on the Effective Date) relating to Sears
Tower (i) pursuant to which title to Sears Tower or any part thereof is or will
be in the name of the Borrower or any other Credit Party, (ii) which requires
the Borrower or any of its Subsidiaries or Unconsolidated Entities to incur any
additional Indebtedness, funding or other obligations with respect to, or to
make any additional Investments in, Sears Tower (other than the accrual of
interest on mortgage Indebtedness existing on the Effective Date and the
satisfaction of funding obligations existing on the Effective Date of
approximately $4,600,000, in each case pursuant to documentation existing on the
Effective Date and as and to the extent described in the Sears Tower Memorandum)
or (iii) which otherwise could reasonably be expected to have, either
individually or in the aggregate, an adverse effect on the Borrower and its
Subsidiaries taken as a whole.

         9.18     Mortgaged Properties. (a) The Borrower will not, nor will the
Borrower permit any of its Subsidiaries to, initiate or consent to any zoning
reclassification of any Mortgaged Property or seek any material variance under
any existing zoning ordinance or use or permit the use of any Mortgaged Property
in any manner that could result in such use becoming a non-conforming use under
any zoning ordinance or any other applicable land use law, rule or regulation.
The Borrower will not, nor will the Borrower permit any of its Subsidiaries to,
initiate or consent to any change in any Applicable Laws which now or hereafter
could reasonably be likely to materially and adversely affect the ownership,
occupancy, use or operation of any Mortgaged Property.

         (b) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, suffer, permit, initiate or consent to, directly or indirectly,
the joint assessment of any Mortgaged Property with any other Real Property
constituting a separate tax lot that is not a Mortgaged Property.

         (c) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, transfer any Mortgaged Property which has not been removed from
the Borrowing Base in accordance with Section 8.13(b); provided that so long as
(i) no Specified Default or Event of Default then exists or would result
therefrom and (ii) such transfer would not cause such Mortgaged Property to fail
to satisfy the Mortgaged Property Conditions, a Mortgaged Property Owner may
transfer a Mortgaged Property in its entirety at any time to another Subsidiary
of the Borrower which is (or at the time of such transfer becomes) a Credit
Party pursuant to transfer and assumption documentation in form and substance
reasonably satisfactory to the Administrative Agent; and provided further that
so long as no Specified Default or Event of Default then exists, a Mortgaged
Property Owner may (x) sell any equipment or other personal property included in
the Collateral as long as it has replaced the items sold with other Property of
at least comparable value and utility and caused such other Property to be
encumbered by the Liens of the Security Documents and (y) sell, free and clear
of the Liens of the Security Documents, any equipment or personal property
included in the Collateral which, in the reasonable judgment of such Mortgaged
Property Owner, is obsolete.


                                      -64-
<PAGE>

         (d) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, enter into, or otherwise be or become obligated with respect
to, or amend or modify, any Lease with respect to any Mortgaged Property if (i)
the result of any such action is that the net effective rent (i.e., stated rent
less the amount of rent abatements, landlord's work and other inducements
provided by the landlord to the tenant thereunder) payable to the Mortgaged
Property Owner under such Lease is less than the net effective rent (i.e.,
stated rent less the amount of rent abatements, landlord's work and other
inducements provided by the landlord to the tenant thereunder) then payable to
the landlord under comparable space leases (including size, height, view and
location within the building) then being executed at other properties comparable
to such Mortgaged Property in the market in which such Mortgaged Property is
located with tenants of similar capitalization, creditworthiness and bargaining
power.

         SECTION 10.  Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

         10.01    Payments. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note, (ii) default, and such default
shall continue unremedied for five or more Business Days, in the payment when
due of any interest on any Loan or Note, any Unpaid Drawing or any Fees, and
(iii) default, and such default shall continue unremedied for 10 or more
Business Days, in the payment when due of any other amount owing hereunder or
under any of the other Credit Documents; or

         10.02    Representations, etc. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document or in any certificate delivered to the Administrative Agent or any
Lender pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

         10.03    Covenants. The Borrower or any of its Subsidiaries shall (i)
default in the due performance or observance by it of any term, covenant or
agreement contained in Sections 8.01(f)(i), 8.04, 8.10, 8.12, 8.13(b) or Section
9 (other than Sections 9.08, 9.09, 9.14 and 9.18(a), (b) and (d)), (ii) default
in the due performance or observance by it of any term, covenant or agreement
contained in Section 9.14 and such default shall not be cured within 10 days
after the occurrence of such default pursuant to Section 4.02(b), or (iii)
default in the due performance or observance by it of any other term, covenant
or agreement contained in this Agreement or in any other Credit Document (other
than those set forth in Sections 10.01 and 10.02 and clauses (i) and (ii) of
this Section 10.03) and such default as described in this clause (iii) shall
continue unremedied for a period of 30 days after written notice thereof to the
Borrower by the Administrative Agent or the Required Lenders, provided, however,
that if any such default as described in this clause (iii) is of the type which
cannot be cured within such 30-day period (and is curable after such period),
such default shall not be an Event of Default hereunder if the Borrower, within
such 30-day period, shall have commenced and shall be diligently pursuing such
cure and the Borrower shall have such additional time as is reasonably required
to effect such cure, but in no event in excess of 75 days from the date of such
default; or

         10.04    Default Under Other Agreements. Any Credit Party shall (x)
default in any payment of any Indebtedness (other than the Obligations) beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created or


                                      -65-
<PAGE>

(y) default in the observance or performance of any agreement or condition
relating to any Indebtedness (other than the Obligations) or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition shall exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice of acceleration or
similar notice is required), any such Indebtedness to become (or to be declared)
due prior to its stated maturity, provided that it shall not be a Default or an
Event of Default under this Section 10.04 unless the aggregate principal amount
of all Indebtedness outstanding at such time as described in preceding clauses
(i) and (ii) is at least $50,000,000; or

         10.05    Bankruptcy, etc. Any Credit Party shall commence a voluntary
case concerning itself under Title 11 of the United States Code entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto (the
"Bankruptcy Code"); or an involuntary case is commenced against any Credit Party
and the petition is not controverted within 15 days after the earlier of (x)
actual knowledge by a Credit Party of the commencement of such case and (y)
service on a Credit Party of the applicable summons, or the petition is not
dismissed within 60 days after commencement of the case; or any Credit Party
commences any other proceeding under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency, receivership,
administration or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to any Credit Party, or there is commenced against
any Credit Party any such proceeding which remains undismissed for a period of
60 days, or any Credit Party is adjudicated insolvent or bankrupt; or any order
of relief or other order approving any such case or proceeding is entered; or
any Credit Party suffers any appointment of any custodian, administrator,
administrative receiver or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or any
Credit Party makes a general assignment for the benefit of creditors; or any
Company action is taken by any Credit Party for the purpose of effecting any of
the foregoing; or

         10.06    Judgments. One or more judgments or decrees shall be entered
against any Credit Party involving in the aggregate for the Credit Parties a
liability or liabilities (not paid or fully covered by a reputable and solvent
insurance company), and such judgments and decrees either shall be final and
non-appealable or shall not be vacated, discharged or stayed or bonded pending
appeal for any period of 30 consecutive days, and the aggregate amount of all
such judgments exceeds $25,000,000; or

         10.07    ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
..67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is reasonably likely to have a
trustee appointed to administer such Plan, any Plan or Multiemployer Plan which
is subject to Title IV of ERISA is,


                                      -66-
<PAGE>

shall have been or is reasonably likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan or
Multiemployer Plan or a Foreign Pension Plan has not been timely made, the
Borrower, any Subsidiary thereof or any ERISA Group member has incurred or is
reasonably likely to incur any liability to or on account of a Plan or
Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code or on account of a group health plan (as defined in Section 607(1) of ERISA
or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the
Borrower, or any Subsidiary thereof has incurred or is reasonably likely to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) that provide benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or Plans
or Foreign Pension Plans, a "default," within the meaning of Section 4219(c)(5)
of ERISA, shall occur with respect to any Multiemployer Plan; any applicable
law, rule or regulation is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date
hereof, by any governmental authority or agency or by any court (a "Change in
Law"), or, as a result of a Change in Law, an event occurs following a Change in
Law, with respect to or otherwise affecting any Plan or Multiemployer Plan; (b)
there shall result from any such event or events described in subsection (a) the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (c) such lien, security interest or
liability, individually, and/or in the aggregate has had, or is reasonably
likely to have, a Material Adverse Effect; or

         10.08    Guaranties, etc. The Subsidiaries Guaranty or any of the
Security Documents or any provision thereof (other than an immaterial provision)
shall cease to be in full force or effect as to any Subsidiary Guarantor, or any
Subsidiary Guarantor or Person acting by or on behalf of such Subsidiary
Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under
the Subsidiaries Guaranty or any of the Security Documents, or any Subsidiary
Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
Subsidiaries Guaranty or any of the Security Documents beyond the expiration of
any applicable grace or cure period provided for therein; or

         10.09    Change of Control. A Change of Control shall occur; or

         10.10    Stock Exchange Listing. The common stock of the Borrower shall
for any reason whatsoever cease to be listed on the New York Stock Exchange, the
American Stock Exchange, NASDAQ or another major United States stock exchange;

         then, and in any such event, and at any time thereafter, if any Event
of Default shall then be continuing, the Administrative Agent, upon the written
request of the Required Lenders, shall by written notice to the Borrower, take
any or all of the following actions, without prejudice to the rights of the
Administrative Agent, any Lender or the holder of any Note to enforce its claims
against the Borrower and the other Credit Parties (provided that if an Event of
Default specified in Section 10.05 shall occur with respect to the Borrower, the
result which would occur upon the giving of written notice by the Administrative
Agent as specified in clauses (i) and (ii) below shall occur automatically
without the giving of any such notice): (i) declare the Total Commitment
terminated, whereupon the Commitment of each Lender shall


                                      -67-
<PAGE>

forthwith terminate immediately and any Commitment Commission and Facility Fees
shall become, forthwith due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest in respect of all Loans
and the Notes and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; (iii) terminate any Letter of Credit which may be terminated in
accordance with its terms; (iv) direct the Borrower to pay (and the Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05 with respect to the Borrower, it will pay) to
the Administrative Agent at the Payment Office such additional amount of cash or
Cash Equivalents, to be held as security by the Administrative Agent, as is
equal to the aggregate Stated Amount of all Letters of Credit issued for the
account of the Borrower and then outstanding; (v) apply any cash collateral held
by the Administrative Agent pursuant to Section 4.02 to the repayment of the
Obligations; and (v) enforce the Liens created by, and the rights granted to the
Administrative Agent and the Lenders pursuant to, the Security Documents and the
other Credit Documents.

         SECTION 11.  Definitions.

         11.01    Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

         "Addition Date" shall mean each date on which a Mortgaged Property is
added to the Borrowing Base pursuant to Section 8.13(a).

         "Additional Mortgaged Property" shall have the meaning provided in
Section 8.13(a).

         "Administrative Agent" shall mean DBTCA, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

         "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the Equity Interests having ordinary voting power for the election of
directors (or equivalent governing body) of such Person or (ii) to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities, by contract or otherwise.

         "Affiliate Debt" shall mean any Indebtedness owed by any Credit Party
to any Subsidiary of the Borrower which is not a Credit Party.

         "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended or renewed from time to time.


                                      -68-
<PAGE>

         "Applicable Commitment Commission Percentage" shall mean, for purposes
of calculating the applicable Commitment Commission on the Unutilized Commitment
of any Lender on any date, a percentage per annum equal to that set forth below
opposite the respective Utilization Percentage on such date:

                                                   COMMITMENT COMMISSION
         UTILIZATION PERCENTAGE                           PERCENTAGE
-------------------------------------------        ---------------------
         less than 33%                                       0.250%
-------------------------------------------        ---------------------
         greater than or equal to 33%                        0.200%
         but less than or equal to 66%
-------------------------------------------        ---------------------
         greater than 66%                                    0.125%
-------------------------------------------        ---------------------

         "Applicable Laws" means, collectively, all statutes, laws, rules,
regulations, ordinances, orders, decisions, writs, judgments, decrees and
injunctions of Governmental Authorities (including Environmental Law) affecting
Borrower, any Credit Party or the Collateral or any part thereof (including the
acquisition, development, construction, renovation, occupancy, use, improvement,
alteration, management, operation, maintenance, repair or restoration thereof),
whether now or hereafter enacted and in force, and all Authorizations relating
thereto.

         "Applicable Margin" shall mean: from and after any Start Date to and
including the corresponding End Date, with respect to Revolving Loans and
Swingline Loans, the respective percentage per annum set forth below under the
respective Type of Revolving Loans and for Swingline Loans and (in each case)
opposite the respective Level (i.e., Level 1, Level 2, Level 3, Level 4, Level
5, Level 6 or Level 7, as the case may be) indicated to have been achieved on
the applicable Test Date for such Start Date (as shown in the respective
officer's certificate delivered pursuant to Section 8.01(e) or the first proviso
below) (and with the "Ratio" described below to be the Consolidated Total
Indebtedness of the Borrower as a percentage of the Consolidated Total Asset
Value of the Borrower):

<TABLE>
<CAPTION>
                                             Revolving Loans                Revolving Loans
                                           maintained as Base            maintained as Eurodollar
   Level                Ratio                  Rate Loans                      Rate Loans             Swingline Loans
---------     --------------------------   ------------------            -------------------------    ---------------
<S>           <C>                          <C>                           <C>                          <C>
     1        Less than or                          0%                          1.125%                   1.375%
              equal to 35%

     2        Greater than 35%                      0%                          1.375%                   1.625%
              but  less  than or  equal
              to 45%
</TABLE>


                                      -69-
<PAGE>

<TABLE>
<S>           <C>                          <C>                           <C>                          <C>
     3        Greater   than   45%  but             0%                          1.625%                   1.875%
              less than or equal to 50%

     4        Greater   than   50%  but             0.250%                      1.875%                   2.125%
              less than or equal to 55%

     5        Greater   than   55%  but             0.500%                      2.125%                   2.375%
              less than or equal to 60%

     6        Greater   than   60%  but             0.875%                      2.50%                    2.75%
              less than or equal to 65%

     7        Greater than 65%                      1.375%                      3.00%                    3.25%
</TABLE>

; provided, however, that if the Borrower fails to deliver the financial
statements required to be delivered pursuant to Section 8.01(a)(A) or (b)(A)
(accompanied by the officer's certificate required to be delivered pursuant to
Section 8.01(e) showing the applicable Ratio on the relevant Test Date) on or
prior to the respective date required by such Sections, then Level 6 pricing
shall apply until such time, if any, as the financial statements required as set
forth above and the accompanying officer's certificate have been delivered
showing the pricing for the respective Pricing Period is at a level which is
less than Level 6 (it being understood that, in the case of any late delivery of
the financial statements and officer's certificate as so required, any reduction
in the Applicable Margin shall apply only from and after the date of the
delivery of the complying financial statements and officer's certificate);
provided further, that Level 6 pricing shall apply at all times when Level 7
pricing does not apply and a Specified Default is in existence.

         "Appraisal" shall mean, with respect to any Mortgaged Property, a
written appraisal of such Mortgaged Property prepared by an Appraiser and
delivered to the Administrative Agent, in each case in form, content and
methodology satisfactory to the Administrative Agent and the Required Lenders
and in compliance with all applicable legal and regulatory requirements.

         "Appraised Value" shall mean, as of any date of determination and with
respect to any Mortgaged Property, the appraised value of such Mortgaged
Property "as is" as most recently determined by an Appraisal on or before such
date of determination.

         "Appraiser" means Cushman & Wakefield, or any other independent
appraiser selected by the Administrative Agent (and, if no Event of Default is
then in existence, reasonably acceptable to the Borrower), who meets all
regulatory requirements applicable to the Administrative Agent and the Lenders,
who is a member of the Appraisal Institute with a national practice and who has
at least 10 years experience with real estate of the same type and in the same
geographic area as the Mortgaged Property to be appraised.


                                      -70-
<PAGE>
                  "Asset Sale" shall mean any sale (including pursuant to
sale-leaseback transactions), transfer or other disposition by the Borrower or
any of its Subsidiaries to any Person other than the Borrower or any Specified
Subsidiary of the Borrower of any Property (including, without limitation, any
Equity Interests or other securities of another Person, but excluding the sale
by the Borrower of its own capital stock) of the Borrower or any Subsidiary of
the Borrower other than (i) sales or liquidations of Cash Equivalents, (ii)
operating leases or subleases, licenses and easements of any property by the
Borrower and its Subsidiaries in the ordinary course of business, and (iii) the
licensing of intellectual property in the ordinary course of business. As used
in this definition, the term "Specified Subsidiary" shall mean any Subsidiary of
the Borrower in which the Borrower's percentage ownership interest is greater
than or equal to the percentage ownership interest in the respective Subsidiary
of the Borrower that is selling, transferring or otherwise disposing of such
Property.

                  "Assignment and Assumption Agreement" shall mean an Assignment
and Assumption Agreement substantially in the form of Exhibit M (appropriately
completed).

                  "Assignment of Rents and Leases" shall mean each Assignment of
Rents and Leases executed by a Mortgaged Property Owner with respect to a
Mortgaged Property substantially in the form of Exhibit N (with appropriate
changes to reflect Applicable Laws and otherwise appropriately completed), as
the same may be amended, modified or supplemented from time to time.

                  "Assumed Debt Service Amount" shall mean, as of any date of
determination, an amount equal to the product obtained by multiplying (a) an
amount equal to the aggregate principal amount of Loans outstanding on such date
by (b) an assumed rate equal to the greatest of the following: (i) an interest
rate constant equal to the sum of 2% plus the imputed 7 year United States
Treasury Notes annual yield as of such date based upon published quotes for
Treasury notes having 7 years to maturity and assuming that such Loans were
being amortized using a 25 year mortgage style amortization schedule, (ii) 9.25%
and (iii) the sum of the three month Eurodollar Rate and the Applicable Margin
for Eurodollar Rate Loans then applicable hereunder.

                  "Authorization" means any authorization, approval, franchise,
license, variance, land use entitlement, sewer and waste water discharge permit,
storm water discharge permit, air pollution authorization to operate,
certificate of occupancy, municipal water and sewer connection permit, and any
like or similar permit now or hereafter required for the construction or
renovation of any improvements located on any Mortgaged Property or for the use,
occupancy or operation of any Mortgaged Property and all amendments,
modifications, supplements and addenda thereto.

                  "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                  "Base Rate" at any time shall mean (x) except as provided in
succeeding clause (y), the higher of (i) 1/2 of 1% in excess of the overnight
Federal Funds Rate and (ii) the Prime Lending Rate, and (y) in the case of
calculating interest on outstanding Swingline Loans, the overnight Federal Funds
Rate.

                                      -71-
<PAGE>
                  "Base Rate Loan" shall mean (i) each Swingline Loan and (ii)
each Revolving Loan designated or deemed designated as such by the Borrower at
the time of the incurrence thereof or conversion thereto.

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean (i) the borrowing of one Type of
Revolving Loan from all the Lenders on a given date (or resulting from a
conversion or conversions on such date) having in the case of Eurodollar Rate
Loans the same Interest Period, provided that Base Rate Loans incurred pursuant
to Section 1.11 shall be considered part of the related Borrowing of Eurodollar
Rate Loans and (ii) the borrowing of Swingline Loans from the Swingline Lender
on a given date.

                  "Borrowing Base" shall mean, at any time, all of the Mortgaged
Properties at such time.

                  "Borrowing Base Amount" shall mean, at any time, an amount
determined from the Borrowing Base Certificate most recently delivered pursuant
to Section 8.01(j) to be equal to 60% of the Borrowing Base Value at such time.

                  "Borrowing Base Amount Deficiency" shall have the meaning
provided in Section 4.02(b)(i).

                  "Borrowing Base Certificate" shall have the meaning provided
in Section 8.01(j).

                  "Borrowing Base Property Value" shall mean, with respect to
each Mortgaged Property, the Appraised Value of such Mortgaged Property.

                  "Borrowing Base Value" shall mean, at any date, the sum of the
Borrowing Base Property Values for all of the Mortgaged Properties included in
the Borrowing Base (less the portion thereof, if any, attributable (x) to any
Mortgaged Property which at any time fails to satisfy each of the Mortgaged
Property Conditions and (y) any Excluded Mortgaged Property), provided however:

                 (i) the portion of the aggregate amount of the Borrowing Base
         Value attributable to Mortgaged Properties which are owned by
         Subsidiary Guarantors that are not Wholly-Owned Subsidiaries of the
         Borrower which would cause such aggregate amount to exceed 15% of the
         total Borrowing Base Value at such time (after making all adjustments
         required by this proviso) will be disregarded in determining Borrowing
         Base Value;

                (ii) the portion of the aggregate amount of the Borrowing Base
         Value attributable to Mortgaged Properties which are subject to a
         ground lease which would cause such aggregate amount to exceed 20% of
         the total Borrowing Base Value at such time (after making all
         adjustments required by this proviso) will be disregarded in
         determining Borrowing Base Value;


                                      -72-
<PAGE>

               (iii) the portion of the aggregate amount of the Borrowing Base
         Value attributable to Mortgaged Properties located in a single
         Metropolitan Statistical Area outside of the top 10 Metropolitan
         Statistical Areas which would cause such aggregate amount to exceed 25%
         of the total Borrowing Base Value at such time (after making all
         adjustments required by this proviso) will be disregarded in
         determining Borrowing Base Value;

                (iv) the portion of the aggregate amount of the Borrowing Base
         Value attributable to any single Mortgaged Property which would cause
         such amount to exceed 15% of the total Borrowing Base Value at such
         time (after making all adjustments required by this proviso) will be
         disregarded in determining Borrowing Base Value; and

                 (v) the portion of the aggregate amount of the Borrowing Base
         Value attributable to industrial and/or flex Mortgaged Properties which
         would cause such aggregate amount to exceed 7.5% of the total Borrowing
         Base Value at such time (after making all adjustments required by this
         proviso) will be disregarded in determining Borrowing Base Value.

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Rate Loans, any day which is a Business
Day described in clause (i) above and which is also a day for trading by and
between banks in the London interbank Eurodollar market.

                  "Capital Lease" as applied to any Person shall mean any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

                  "Capitalized Lease Obligations" shall mean, for any Person,
all obligations under Capital Leases of such Person or any of its Subsidiaries
in each case taken at the amount thereof accounted for as liabilities in
accordance with GAAP.

                  "Cash Equivalents" shall mean, as to any Person, (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition, (ii) marketable direct
obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at time of
acquisition, having one of the two highest ratings obtainable from either S&P or
Moody's, (iii) Dollar denominated time deposits and certificates of deposit of
any commercial bank having, or which is the principal banking subsidiary of a
bank holding company having, in either case at the time of acquisition thereof,
a long-term unsecured debt rating of at least "A" or the equivalent thereof from
S&P or "A2" or the equivalent thereof from Moody's with maturities of not more
than one year from the date of acquisition by such Person, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iii)


                                      -73-
<PAGE>
above, (v) commercial paper issued by any Person rated, at the time of
acquisition, at least A-1 or the equivalent thereof by S&P or at least P-1 or
the equivalent thereof by Moody's and in each case maturing not more than 270
days after the date of acquisition by such Person and (vi) investments in money
market funds substantially all of whose assets are comprised of securities of
the types described in clauses (i) through (v) above.

                  "Casualty" shall mean the occurrence of any damage to or loss
or destruction of all or any portion of any Mortgaged Property.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

                  "Change in Law" shall have the meaning provided in Section
10.07.

                  "Change of Control" shall mean: (i) any Person or "group"
(within the meaning of Sections 13(d) and 14(d) under the Exchange Act, as in
effect on the Effective Date), other than one or more Permitted Holders, shall
(A) have acquired beneficial ownership of 25% or more on a fully diluted basis
of the voting and/or economic interest in the Borrower's capital stock (provided
that the acquisition of up to a 45% beneficial ownership interest in the
aggregate in the capital stock of the Borrower by one or more institutional
lenders through the foreclosure of a Lien securing bona fide amounts owed to
such institutional lenders by Trizec Canada or any of its Subsidiaries (other
than the Borrower or any of its Subsidiaries) shall not constitute a Change of
Control under this clause (A), although any subsequent transfer, sale or other
disposition by any such institutional lender or lenders of all or any portion of
the shares of capital stock of the Borrower shall be subject to the provisions
of this clause (i)(A) determined without regard to this proviso) or (B) have
obtained the power (whether or not exercised) to elect a majority of the
Borrower's directors or (ii) the Board of Directors of the Borrower shall cease
to consist of a majority of Continuing Borrower Directors or (iii) prior to the
formation of the Co-Borrower, the Borrower shall at any time cease to own
beneficially and of record, directly, free and clear of all Liens, voting
agreements, restrictions or trusts of any kind, 100% of the outstanding Equity
Interests of Holdings, TRE and any Subsidiary Guarantor described in Section
8.13(f) on a fully diluted basis or (iv) after the formation of the Co-Borrower,
(a) the Borrower shall at any time cease to own beneficially and of record,
directly, free and clear of all Liens, or voting agreements, restrictions or
trusts of any kind, 80% of the outstanding Equity Interests of the Co-Borrower
on a fully diluted basis and (b) the Co-Borrower shall at any time cease to own
beneficially and of record, directly, free and clear of all Liens, voting
agreements, restrictions or trusts of any kind, 100% of the outstanding Equity
Interests of Holdings, TRE and any Subsidiary Guarantor described in Section
8.13(f) on a fully diluted basis.

                  "Claims" shall have the meaning provided in the definition of
Environmental Claim.

                  "Co-Borrower" shall have the meaning provided in Section
8.04(b).

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time and the regulations promulgated and the rulings issued
thereunder. Section references to


                                      -74-
<PAGE>
the Code are to the Code, as in effect on the Effective Date and to any
subsequent provisions of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

                  "Collateral" shall mean, collectively, the Mortgaged
Properties, together with all other Property owned or to be owned or leased or
to be leased by any Mortgaged Property Owner or in which any Mortgaged Property
Owner has or shall acquire an interest in connection with any of the Mortgaged
Properties, to the extent of such Mortgaged Property Owner's interest therein,
in which a Lien is granted to the Administrative Agent to secure all or any part
of the Guaranteed Obligations pursuant to the Security Documents, including,
without limitation, the Leases and Rents and any and all proceeds of the
foregoing.

                  "Commitment" shall mean, for each Lender, the amount set forth
opposite such Lender's name in Schedule I directly below the column entitled
"Commitment," as the same may be (x) reduced from time to time pursuant to
Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Lender pursuant to Section 1.14 or 13.04(b).

                  "Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                  "Company" shall mean any corporation, limited company, limited
liability company, partnership or other business entity (or the adjectival form
thereof, where appropriate).

                  "Compliance Certificate" shall mean a certificate duly
executed in the form of Exhibit O.

                  "Condemnation Proceeds" shall mean all compensation, awards,
damages, rights of action and proceeds awarded to any Credit Party by reason of
any Taking relating to any Mortgaged Property.

                  "Consolidated EBITDA" of any Person for any period shall mean,
without duplication, the consolidated net income or loss of such Person (before
deduction for minority interests in Consolidated Entities and excluding, solely
for purposes of Sections 9.12 and 9.13, the adjustment for so-called
"straight-line rent accounting") for such period; plus (A) the following items
to the extent deducted in computing such consolidated net income of such Person
for such period: (i) Consolidated Interest Expense of such Person for such
period, (ii) Consolidated Income Tax Expense of such Person for such period and
(iii) consolidated real estate depreciation, amortization and other
extraordinary and non-cash items of such Person for such period (except, in the
case of such other non-cash items, to the extent that a cash payment will be
required to be made in respect thereof in a future period); minus (B) the
following items to the extent included in computing such consolidated net income
of such Person for such period: (i) all consolidated gains (or plus all losses)
attributable to the sale or other disposition of assets or debt restructurings
of such Person in such period, (ii) income (loss) from Unconsolidated Entities
and (iii) for purposes of calculating Consolidated Total Asset Value of such
Person only, all consolidated interest income of such Person received in
connection with any Mortgages; plus (or minus, as applicable) (C) such Persons'
Unconsolidated Allocation Percentage of the items described above in this
definition of any Unconsolidated Entity for such period; provided, however,
that, notwithstanding the foregoing and solely for the purposes of Sections 9.12
and


                                      -75-
<PAGE>
9.13, the Consolidated EBITDA for any Real Estate Asset owned or leased by such
Person or any Consolidated Entity or Unconsolidated Entity of such Person for
less than one completed fiscal quarter shall equal the product (or, in the case
of any such Real Estate Asset owned or leased by an Unconsolidated Entity of
such Person, such Person's Unconsolidated Allocation Percentage of the product)
obtained by multiplying (I) the product of (a) the aggregate Cost of such Person
or its Consolidated Entity or Unconsolidated Entity, as applicable, to acquire
such Real Estate Asset and (b) 9%, by (II) a fraction whose numerator is the
actual number of days in such fiscal quarter during which such Person or its
Consolidated Entity or Unconsolidated Entity, as applicable, owned or leased
such Real Estate Asset and the denominator of which is the actual number of days
in the fiscal year in which such fiscal quarter occurs.

                  "Consolidated Entity" shall mean, for any Person at any date,
any Subsidiary or other Person which is consolidated with such first Person in
accordance with GAAP.
                  "Consolidated Fixed Charge Coverage Ratio" of any Person for
any period shall mean the ratio of (x) Consolidated EBITDA of such Person for
such period to (i) to Consolidated Fixed Charges of such Person for such period.

                  "Consolidated Fixed Charges" of any Person for any period
shall mean the sum of, without duplication, (i) Consolidated Interest Expense of
such Person for such period, (ii) an amount equal to $0.30 multiplied by the
rentable square footage of all Real Estate Assets of such Person and its
Consolidated Entities, (iii) the aggregate amount of all Dividends paid by such
Person and its Consolidated Entities during such period on any Preferred Stock,
(iv) the scheduled principal amount of all amortization payments on all
Indebtedness (including, without limitation, the principal component of all
Capitalized Lease Obligations) of such Person and its Consolidated Entities for
such period (as determined on the first day of such period) and (v) such
Person's Unconsolidated Allocation Percentage of any of the foregoing items that
are attributable to any Unconsolidated Entity for such period.

                  "Consolidated Income Tax Expense" of any Person for any period
shall mean the sum of, without duplication, (i) the consolidated provision for
income taxes of such Person taken into account in determining the consolidated
net income of such Person for such period and (ii) such Person's Unconsolidated
Allocation Percentage of the consolidated provision for income taxes of any
Unconsolidated Entity for such period.

                  "Consolidated Interest Coverage Ratio" of any Person for any
period shall mean the ratio of (x) Consolidated EBITDA of such Person for such
period to (y) Consolidated Interest Expense of such Person for such period.

                  "Consolidated Interest Expense" of any Person for any period
shall mean the sum of, without duplication, (i) the total consolidated interest
expense of such Person for such period (calculated without regard to any
limitations on the payment thereof) plus, without duplication, that portion of
consolidated Capitalized Lease Obligations of such Person representing the
interest factor for such period, but excluding that portion of the consolidated
interest expense of such Person for such period that has accrued and is
capitalized into principal at the end of such period (and is not paid in cash)
in accordance with the terms of the agreement governing the respective
Indebtedness as such terms were in effect at the time that such Indebtedness was


                                      -76-
<PAGE>
originally incurred, and (ii) such Person's Unconsolidated Allocation Percentage
of any of the foregoing items that are attributable to any Unconsolidated Entity
for such period.

                  "Consolidated Net Worth" of any Person at any time shall mean
the total assets minus the total liabilities of such Person at such time as
would be required to be reflected at such time on the consolidated balance sheet
of such Person.

                  "Consolidated Total Asset Value" of any Person at any time
 shall mean the sum of, without duplication, the following amounts of such
 Person and its Consolidated Entities at such time: (i) all Unrestricted Cash
 and Cash Equivalents, (ii) the Fair Market Value of all Real Estate Assets
 (other than Land held for Development, Land under Development, Retail
 Properties and Real Estate Assets held by real estate related technology
 companies), (iii) all Land held for Development, Land Under Development and
 Retail Properties valued at the book value thereof before accumulated
 depreciation, (iv) all other Investments (including real estate related
 technology companies and taxable REIT Subsidiaries), valued at book value
 before accumulated depreciation and (v) to the extent not otherwise included in
 any of preceding clauses (i) through (iv), such Person's Unconsolidated
 Allocation Percentage of any of the items in preceding clauses (i), (iii) and
 (iv) that are attributable to an Unconsolidated Entity at such time; provided,
 however, clause (ii) of this definition shall be calculated on a Pro Forma
 Basis.

                  "Consolidated Total Indebtedness" of any Person at any time
 shall mean the sum of, without duplication, of the following amounts of such
 Person and its Consolidated Entities at such time: (i) all Indebtedness (other
 than Indebtedness of the type described in clause (D) of the definition thereof
 but including all other items of Indebtedness described in such definition),
 (ii) all amounts of guaranties, indemnities for borrowed money, stop-loss
 agreements and the like provided by such Person or any of its Consolidated
 Entities, in each case in connection with and guarantying repayment of amounts
 outstanding under any other Indebtedness of the type described in the other
 clauses of this definition, (iii) all amounts of bonds posted by such Person or
 any of its Consolidated Entities guaranteeing performance or payment
 obligations, and (iv) such Person's Unconsolidated Allocation Percentage of any
 of the foregoing items that are attributable to any Unconsolidated Entity at
 such time.

                  "Contingent Obligation" shall mean, as to any Person, any
liability of such Person as a result of such Person being a general partner of
any other Person, unless the underlying Indebtedness is expressly made
non-recourse as to such general partner, and any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness ("primary obligations")
of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds for the purchase or payment of any such primary obligation, (iii)
to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation or (iv) otherwise to assure
or hold harmless the holder of such primary obligation against loss in respect
thereof; provided, however, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the lesser of (x) the stated or determinable amount of the
primary obligation in respect of which such


                                      -77-
<PAGE>
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as shown (or would be required to be shown) on
the balance sheet of such Person or disclosed (or would be required to be
disclosed) in the footnotes of a balance sheet of such Person and (y) the stated
amount of such Contingent Obligation.

                  "Continuing Borrower Directors" shall mean the directors of
the Borrower on the Effective Date and each other director of the Borrower if
such director's nomination for election to the Board of Directors of the
Borrower is recommended by a majority of the then Continuing Borrower Directors
or by a majority of any nominating committee appointed by the then Continuing
Borrower Directors for the purpose of nominating directors for election to the
Board of Directors of the Borrower.

                  "Continuing Trizec Canada Directors" shall mean the directors
of Trizec Canada on the Effective Date and each other director of Trizec Canada
if such director's nomination for election to the Board of Directors of Trizec
Canada is recommended by a majority of the then Continuing Trizec Canada
Directors or by a majority of the nominating committee appointed by the then
Continuing Trizec Canada Directors for the purpose of nominating directors for
election to the Board of Directors of Trizec Canada.

                  "Cost" shall mean, with respect to the purchase of any
Property, without duplication, (i) the aggregate purchase price paid as cash
consideration for such purchase (without adjustment for prorations), plus the
principal amount of any note delivered or other deferred payment to be made in
connection with such purchase and the value of any non-cash consideration
delivered in connection with such purchase (including, without limitation,
shares or preferred shares of beneficial interest in the Borrower or any of its
Subsidiaries) plus (ii) reasonable and customary costs of sale and non-recurring
taxes paid or payable in connection with such purchase.

                  "Credit Documents" shall mean this Agreement, the Existing
Notes and each other Note executed and delivered pursuant to the terms of this
Agreement, the Subsidiaries Guaranty, the Subordination Agreement, the Security
Documents and, after the execution and delivery thereof pursuant to the terms of
this Agreement, the Joinder Agreement.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                  "Credit Party" shall mean the Borrower, the Co-Borrower if
formed and each Subsidiary Guarantor.

                  "DBTCA" shall mean Deutsche Bank Trust Company Americas.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.


                                      -78-
<PAGE>
                  "Development Costs" shall mean, at any time, the sum of (i)
100% of the aggregate costs to construct and develop any Land under Development
and (ii) 100% of the aggregate costs to acquire any Real Estate Asset relating
to any Land under Development.

                  "Dividend" with respect to any Person shall mean that such
Person has paid a dividend or distribution or returned any equity capital to its
stockholders, partners or members or made any other distribution, payment or
delivery of property (other than shares of common or preferred equity of such
Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for any
consideration any shares of any class of its Equity Interests outstanding on or
after the Effective Date, or shall have permitted any of its Subsidiaries to
purchase or otherwise acquire for a consideration any shares of any class of any
Equity Interests of such Person outstanding on or after the Effective Date.

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                  "Drawing" shall have the meaning provided in Section 2.05(b).

                  "Effective Date" shall have the meaning provided in Section
13.10.

                  "Eligible Transferee" shall mean and include a commercial
bank, an insurance company, a finance company, a financial institution, any fund
that invests in bank loans or any other "accredited investor" (as defined in
Regulation D of the Securities Act).

                  "End Date" shall mean, for any Pricing Period, the last day of
such Pricing Period.

                  "Engineering Reports" shall mean the engineering reports
included in the Property Information delivered to the Administrative Agent with
respect to the Mortgaged Properties.

                  "Environmental Approvals" shall mean any governmental permit,
license, approval, ruling, variance, exemption or other authorization required
under applicable Environmental Laws.

                  "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings (in each case in writing) arising under any Environmental Law or any
Environmental Approval (hereafter, "Claims"), including, without limitation, (a)
any and all Claims by governmental or regulatory authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, and (b) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief in connection with alleged injury or threat of injury to human
health, safety or the environment due to the presence of Hazardous Materials.



                                      -79-
<PAGE>
                  "Environmental Indemnity" shall mean the Environmental
Indemnity executed by the Mortgaged Property Owners with respect to the
Mortgaged Properties substantially in the form of Exhibit P (appropriately
completed), as the same may be amended, modified or supplemented from time to
time.

                  "Environmental Law" shall mean any Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code and rule of common law now
or hereafter in effect and in each case as amended, and any judicial or legally
binding administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.ss.
1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.ss. 2601 et seq.; the
Clean Air Act, 42 U.S.C.ss. 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C.ss. 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C.ss. 2701 et
seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42
U.S.C.ss. 11001 et seq.; the Hazardous Material Transportation Act, 49
U.S.C.ss.1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C.ss.651
et seq.; and any state and local or foreign counterparts or equivalents, in each
case as amended from time to time.

                  "Environmental Reports" shall mean the environmental audit
reports included in the Property Information delivered to the Administrative
Agent with respect to the Mortgaged Properties.

                  "Equity Interests" of any Person shall mean any and all
shares, interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including, without limitation, any Preferred Stock, any limited or general
partnership interest and any limited liability company membership interests.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect on the Effective Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

                  "ERISA Group" shall mean the Borrower and each person (as
defined in Section 3(9) of ERISA) which together with the Borrower or a
Subsidiary of the Borrower would be deemed to be a "single employer" within the
meaning of Section 414 of the Code.

                  "Eurodollar Rate" shall mean, with respect to any Interest
Period relating to a Borrowing of Eurodollar Rate Loans, (a) the rate of
interest per annum quoted by the Administrative Agent to first-class banks in
the London interbank Eurodollar market for Dollar deposits of amounts in
immediately available funds comparable to the principal amount of the Eurodollar
Rate Loan to be made by the Administrative Agent as part of such Borrowing (or,
if the Administrative is not lending any part of such Borrowing, the Lender with
the largest percentage of the respective such Borrowing) with maturities
comparable to the Interest Period applicable to such Eurodollar Rate Loans
commencing two Business Days thereafter as of 11:00 A.M. (London time) on the
date which is two Business Days prior to the commencement of such Interest
Period, in each case with the rate determined pursuant to preceding clause (a)
to be divided (and rounded upward, if necessary, to the nearest 1/16 of 1%) by
(b) a percentage equal


                                      -80-
<PAGE>
to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves required by applicable law) applicable to any member bank of
the Federal Reserve System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

                  "Eurodollar Rate Loan" shall mean each Revolving Loan
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

                  "Excluded Mortgaged Property" shall mean (a) any Mortgaged
Property which the Borrower, pursuant to Section 8.13(d), has designated to be
excluded from the calculation of Borrowing Base Value, but only so long as (i)
upon the removal of such Mortgaged Property from the calculation of Borrowing
Base Value and any prepayment of Loans required by Section 4.02(b), any
Borrowing Base Amount Deficiency has been cured and (ii) such Mortgaged Property
otherwise continues to satisfy each of the other Mortgaged Property Conditions
and (b) any Mortgaged Property which is deemed to be an Excluded Mortgaged
Property pursuant to Section 8.15(d).

                  "Excluded Mortgaged Property Designation" shall have the
meaning provided in Section 8.13(d).

                  "Existing Agreement" shall have the meaning provided in the
recitals of this Agreement.

                  "Existing Credit Documents" shall have the meaning provided in
the recitals of this Agreement.

                  "Existing Notes" shall have the meaning provided in Section
1.05(a).

                  "Existing Subordination Agreement" shall mean the Affiliate
Debt and Subordination Agreement, dated as of December 12, 2001 and executed and
delivered pursuant to the Existing Agreement in the form of Exhibit K-1, as the
same has been amended, modified or supplemented prior to the Effective Date.

                  "Existing Subsidiaries Guaranty" shall mean the Subsidiaries
Guaranty, dated as of December 12, 2001 and executed and delivered pursuant to
the Existing Agreement in the form of Exhibit I-1, as the same has been amended,
modified or supplemented prior to the Effective Date.

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Fair Market Value" of any Person at any time shall mean the
sum of (I) an amount equal to (i)(x) Consolidated EBITDA for the most recently
ended two fiscal quarters of


                                      -81-
<PAGE>
such Person (including cash severance payments made to employees of such Person
during such period to the extent deducted in computing Consolidated EBITDA, but
excluding the portion of such Consolidated EBITDA for such two fiscal quarter
period attributable to (x) any Real Estate Assets sold or acquired after the
first day of such two fiscal quarter period and on or prior to the date of
determination and (y) any Lease termination payments) multiplied by (y) two
minus (ii) $0.30 multiplied by the aggregate rentable square footage of all Real
Estate Assets of such Person and its Consolidated Entities at such time with the
remainder of (i) minus (ii) being divided by (iii) 9%, plus (II) such Person's
or its Consolidated Entity's aggregate Cost to acquire any Real Estate Assets
which were acquired by such Person or such Consolidated Entity after the first
day of such two fiscal quarter period and on or prior to the date of
determination, plus (III) such Person's Unconsolidated Allocation Percentage of
the aggregate Cost to acquire any Real Estate Assets which were acquired by any
Unconsolidated Entity of such Person after the first day of such two fiscal
quarter period and on or prior to the date of determination.

                  "Federal Funds Rate" shall mean, for any day, a rate per annum
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, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing
selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
to in Section 3.01.

                  "Fitch" shall mean Fitch, Inc. or any successor thereto.

                  "Foreign Pension Plan" shall mean any plan, fund (including
without limitation, any superannuation fund) or other similar program
established or maintained outside the United State of America by the Borrower or
any one or more of its Subsidiaries primarily for the benefit of employees of
the Borrower or any its Subsidiaries residing outside the United States of
America, which plan, fund or similar program provides, or results in, retirement
income, the deferral of income in contemplation of retirement or payments to be
made upon termination of employment, and which plan is not subject to ERISA or
the Code.

                  "Funds From Operations" shall have the meaning provided in
accordance with resolutions adopted by the Board of Governors of the National
Association of Real Estate Investment Trust as in effect on the Effective Date.

                  "GAAP" shall mean, with respect to the Borrower, generally
accepted accounting principles in effect from time to time in the United States
as applied by the Borrower in the preparation of its consolidated financial
statements.

                  "Governmental Authority" shall mean any Federal, state or
local government or any other political subdivision thereof or agency exercising
executive, legislative, judicial, regulatory or administrative functions.

                  "Granting Lender" shall have the meaning provided in Section
13.04(b).


                                      -82-
<PAGE>

                  "Guaranteed Obligations" shall have the meaning provided in
the Subsidiary Guaranty.

                  "Hazardous Materials" shall mean (a) any petroleum or
petroleum products, radioactive materials, asbestos in any form that is friable,
urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; (b)
any chemicals, materials or substances defined as or included in the definition
of "hazardous substances," "hazardous waste," "hazardous materials," "extremely
hazardous substances," "restricted hazardous waste," "toxic substances," "toxic
pollutants," "contaminants," or "pollutants," or words of similar import, which
are regulated under any applicable Environmental Law; and (c) any other
chemical, material or substance, the Release of which is prohibited, limited or
regulated by any Environmental Law.

                  "Highest Lawful Rate" shall mean, at any given time during
which any Obligations shall be outstanding hereunder, the maximum nonusurious
interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the Obligations owing under this
Agreement and any other Credit Document, under the laws of the State of New York
(or the law of any other jurisdiction whose laws may be mandatorily applicable
notwithstanding other provisions of this Agreement and the other Credit
Documents), or under applicable federal laws which may presently or hereafter be
in effect and which allow a higher maximum nonusurious interest rate than under
New York (or such other jurisdiction's) law, in any case after taking into
account, to the extent permitted by applicable law, any and all relevant
payments or charges under this Agreement and any other Credit Documents executed
in connection herewith, and any available exemptions, exceptions and exclusions.

                  "Holdings" shall mean Trizec Holdings, Inc., a Delaware
corporation formerly known as TrizecHahn Office Properties, Inc.

                  "Hollywood and Highlands Property" shall mean the 645,000
square foot retail/entertainment center located in Los Angeles California.

                  "Indebtedness" of any Person shall mean, without duplication,
(A) (i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services (other than trade payable or accrued
liabilities arising in the ordinary course of business which are not overdue or
which are being contested in good faith) and (ii) all indebtedness of such
Person evidenced by a note, bond, debenture or similar instrument, (B) the face
amount of all letters of credit, bankers acceptances or similar instruments
issued for the account of such Person and, without duplication, all unreimbursed
amounts drawn thereunder, (C) all Contingent Obligations of such Person, (D) all
payment obligations of such Person under any Interest Rate Protection Agreements
or Other Hedging Agreements, (E) all Indebtedness of the types described in
clause (A), (B), (C), (D), (F) or (G) of this definition secured by any Lien on
any Property owned by such Person, whether or not such Indebtedness has been
assumed by such Person (provided that, if the Person has not assumed or
otherwise become liable in respect of such Indebtedness, such Indebtedness shall
be deemed to be in an amount equal to the fair market value of the Property to
which such Lien relates as determined in good faith by such Person), (F) the
aggregate amount required to be capitalized under Capital Leases under which
such Person is the lessee and (G) all obligations of such Person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obliga-


                                      -83-
<PAGE>
tions. Notwithstanding the foregoing, Indebtedness shall not include any
Dividends declared but not yet paid.

                  "Initial Mortgaged Properties" shall mean each Real Estate
Asset described in Schedule III.

                  "Insurance Proceeds" shall mean all insurance proceeds,
damages, claims and rights of action and the right thereto under any insurance
policies relating to any Mortgaged Property.

                  "Insurance Requirements" means all terms of any insurance
policy required hereunder, all requirements of the issuer of any such policy,
and all orders, rules, regulations and other requirements of the National Board
of Fire Underwriters (or any other body exercising similar functions) applicable
to or affecting any Mortgaged Property or any part thereof or any use of any
Mortgaged Property or any portion thereof.

                  "Intercompany Indebtedness" shall mean any Indebtedness for
borrowed money owed by the Borrower or any of its Subsidiaries to the Borrower
or any of its Subsidiaries.

                  "Interest Determination Date" shall mean, with respect to any
Eurodollar Rate Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Rate Loan.

                  "Interest Period" shall have the meaning provided in Section
1.09.

                  "Interest Rate Hedges" shall mean interest rate exchange,
collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar
agreements issued by providers, and having terms, conditions and tenors, which
are consistent with the past practice of the Borrower and entered into by the
Borrower and/or its Subsidiaries to provide protection to, or minimize the
impact upon, the Borrower and/or its Subsidiaries of increasing floating rates
of interest applicable to Indebtedness under clause (A) of the definition of
Indebtedness.

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest collar agreement,
interest rate hedging agreement or other similar agreement or arrangement.

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended.

                  "Investment Grade Tenant" shall mean a tenant whose long term
senior unsecured debt has received a publicly announced credit rating of at
least BBB-/Baa3 from at least two of the three Rating Agencies.

                  "Investments" shall mean all expenditures made and all
liabilities incurred (contingent or otherwise, but without duplication): (i) for
the acquisition of stock, partnership interests or other Equity Interests or for
the acquisition of Indebtedness of, or for loans, advances, capital
contributions or transfers of property to, any Person; (ii) in connection with



                                      -84-
<PAGE>
Land under Development; (iii) in connection with Land held for Development; and
(iv) for the acquisition of any other obligations of any Person.

                  "Issuing Lender" shall mean DBTCA (which, for purposes of this
definition, also shall include any lending affiliate of DBTCA, including
Deutsche Bank AG, New York Branch, which has agreed to issue Letters of Credit
under this Agreement) and any other Lender which at the request of the Borrower
and with the consent of the Administrative Agent agrees, in such Lender's sole
discretion, to become an Issuing Lender for the purpose of issuing Letters of
Credit pursuant to Section 2.

                  "Joinder Agreement" shall have the meaning provided in Section
1.05(f).

                  "Joint Venture" shall mean, as to any Person, (x) any
Subsidiary of such Person in which such Person owns less than 90% of the Equity
Interests and (y) any Unconsolidated Entity.

                  "Judgment Currency" shall have the meaning provided in Section
13.20.

                  "Judgment Currency Conversion Date" shall mean the meaning
provided in Section 13.20.

                  "Land held for Development" shall mean any unimproved Real
Estate Asset which is not Land under Development.

                  "Land under Development" shall mean any Real Estate Asset for
which the Borrower or any of its Consolidated Entities or Unconsolidated
Entities is actively pursuing construction of one or more buildings, structures
or other improvements and for which construction is proceeding to completion
without undue delay from permit denial, construction delays or otherwise, all
pursuant to such Person's ordinary course of business, provided that any such
Real Estate Asset (or, if applicable, any building, structure or other
improvement comprising a portion of any such Real Estate Asset) will no longer
be considered Land under Development when (i) a certificate of occupancy has
been issued for such Real Estate Asset (or building, structure or other
improvement thereon) or such Real Estate Asset (or building, structure or other
improvement thereon) may otherwise be lawfully occupied for its intended use and
(ii) (A) in the case of an office, industrial or flex building, such Real Estate
Asset is more than 85% leased in the aggregate (based on square footage) and
such Person is receiving rental payments from tenants leasing more than 85% of
such Real Estate Asset (based on square footage), (B) in the case of a retail
building, such Real Estate Asset is more than 85% leased in the aggregate (based
on square footage) and has had a certificate of occupancy for at least 18 months
and (C) in the case of a hotel, such Real Estate Asset has had a certificate of
occupancy for at least 18 months and is receiving guests in the ordinary course
of business. Notwithstanding the foregoing, tenant improvements (where
available) to previously constructed and/or leased Real Estate Assets shall not
be considered Land under Development. Notwithstanding the foregoing, a Real
Estate Asset whose improvements are being restored following a Casualty or
Taking shall not constitute Land Under Development.

                  "L/C Supportable Obligations" shall mean (i) obligations of
the Borrower or any of its Subsidiaries with respect to workers compensation,
surety bonds and other similar statutory


                                      -85-
<PAGE>
obligations and (ii) such other obligations of the Borrower or any of its
Subsidiaries as are permitted to exist pursuant to the terms of this Agreement.

                  "Lease" means each of the leases, licenses, concession
agreements, franchise agreements and other occupancy agreements and other
agreements demising, leasing or granting rights of possession or use or, to the
extent of the interest therein of the Mortgaged Property Owner thereof, any
sublease, subsublease, underletting or sublicense, which now or hereafter may
affect any Mortgaged Property or any part thereof or interest therein, including
any agreement relating to a loan or other advance of funds made in connection
with any such lease, license, concession agreement, franchise or other occupancy
agreement and such sublease, subsublease, underletting or sublicense, and every
amendment, restatement, supplement, consolidation or other modification of or
other agreement relating to or entered into in connection with such lease,
license, concession agreement, franchise or other occupancy agreement and such
sublease, subsublease, underletting or sublicense, and every security deposit,
letter of credit, trust agreement, guaranty or similar security for the
performance and observance of the covenants, conditions and agreements to be
performed and observed by the other party thereto, and any guaranties of leasing
commissions.

                  "Leaseholds" of any Person shall mean all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lease-Up Condition" shall have the meaning provided in
Section 8.13(d).

                  "Lender" shall mean each financial institution listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant to
Sections 1.14 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing required to be made available by it hereunder (including any Mandatory
Borrowing) or to fund its portion of any unreimbursed payment under Section
2.04(c) or (ii) a Lender having notified in writing the Borrower and/or the
Administrative Agent that such Lender does not intend to comply with its
obligations under Section 1.01(a), 1.01(c) or 2.04, in the case of either clause
(i) or (ii) as a result of any takeover or control (including, without
limitation, as a result of the occurrence of any event of the type described in
Section 10.05 with respect to such Lender) of such Lender by any regulatory
authority or agency.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit at
such time and (ii) the amount of all Unpaid Drawings at such time.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).


                                      -86-
<PAGE>
                  "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
security interest, preference, priority or other security agreement of any kind
or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice
filed under the UCC or any other similar recording or notice statute, and any
lease having substantially the same effect as any of the foregoing).

                  "Loan" shall mean each Revolving Loan and each Swingline Loan.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(c).

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Adverse Effect" shall mean (i) any material adverse
effect on the business, operations, property, assets, liabilities or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole,
or (ii) any material adverse effect (x) on the rights or remedies of the Lenders
or the Administrative Agent hereunder or under any other Credit Document or (y)
on the ability of the Credit Parties taken as a whole to perform their
obligations to the Lenders or the Administrative Agent hereunder or under the
other Credit Documents.

                  "Material Leases" shall mean, with respect to each Mortgaged
Property, a collective reference to (i) any one or more Leases at such Mortgaged
Property which, either individually or in the aggregate, demise 20,000 or more
square feet of space to a single Tenant and/or its Affiliates, plus (ii) any one
or more other Leases at such Mortgaged Property as selected by the Borrower
which, together with the Leases described in clause (i) of this definition, in
the aggregate demise 70% or more of the aggregate space under lease at such
Mortgaged Property.

                  "Maturity Date" shall mean December 12, 2004.

                  "Maximum Permitted Debt Amount" applicable to any Secured
Indebtedness shall mean that aggregate principal amount which does not exceed
75% of (i) in the case of any Land held for Development, the total costs to
acquire such Land held for Development, and (ii) in the case of Land under
Development, the total Development Costs expected to be incurred with respect to
such Land under Development based on reasonable projections and assumptions
prepared by the respective Borrower; provided, however, that the foregoing
percentage may be increased to 90% for any Land held for Development or Land
under Development to the extent that the respective obligor of the related
Secured Indebtedness has entered into leases with one or more Investment Grade
Tenants whose aggregate lease terms (both as to term and economics) would be
sufficient to enable such obligor to refinance the aggregate amount of the
related Secured Indebtedness in full, determined in accordance with the
following sentence. The foregoing condition as to the ability of the aggregate
lease terms of leases with one or more Investment Grade Tenants to refinance
Secured Indebtedness in full shall be deemed satisfied if the ratio of (x) that
portion of the projected annual "Net Operating Income" for such Real Estate
Asset attributable to such leases with Investment Grade Tenants (and with such
projected Net Operating Income to be determined by the respective Borrower in
good faith using reasonable projections and assumptions and using the definition
of Net Operating Income contained herein


                                      -87-
<PAGE>

as applicable to such Real Estate Asset) to (y) an amount equal to the annual
payment (both as to principal and interest) based upon a 9.26% constant, is at
least 1.40:1.00.

                  "Maximum Swingline Amount" shall mean the lesser of (i)
$35,000,000 and (ii) the Total Commitment then in effect.

                  "Metropolitan Statistical Area" shall mean the United States
statistical area as determined by Regional Economic Information Systems and
based on total commercial real estate (office, retail and warehouse) square
footage). As of the Effective Date, the top 10 Metropolitan Statistical Areas in
order of ranking are: (1) Los Angeles, California; (2) Chicago, Illinois; (3)
Dallas, Texas; (4) New York City, New York; (5) Washington, D.C.; (6) Atlanta,
Georgia; (7) Houston, Texas; (8) Philadelphia, Pennsylvania; (9) Detroit,
Michigan; and (10) Cleveland, Ohio.

                  "Minimum Borrowing Amount" shall mean (i) in the case of
Revolving Loans maintained as Base Rate Loans, $1,000,000, (ii) in the case of
Revolving Loans maintained as Eurodollar Rate Loans, $1,000,000, and (iii) in
the case of Swingline Loans, $500,000.

                  "Moody's" shall mean Moody's Investors Service, Inc. or any
successor thereto.

                  "Mortgage" shall mean each Mortgage, Assignment of Rents and
Leases, Security Agreement and Fixture Filing executed by a Mortgage Property
Owner with respect to a Mortgaged Property substantially in the form of Exhibit
Q (with appropriate changes to reflect Applicable Laws and otherwise
appropriately completed), as the same may be amended, modified or supplemented
from time to time.

                  "Mortgage Interests" shall mean a mortgage (or similar
instrument) encumbering a Real Estate Asset and securing Indebtedness that is
owed to the Borrower or any of its Consolidated Entities, including certificates
of interests in real estate mortgage investment conduits.

                  "Mortgaged Property" shall mean a Real Estate Asset (other
than Sears Tower) that satisfies (and continues to satisfy) each of the
following conditions:

                  (i) such Real Estate Asset is an office building, industrial
         building or flex building;

                  (ii) such Real Estate Asset is located in the District of
         Columbia or in one of the states of the United States;

                  (iii) such Real Estate Asset, and the Equity Interests of the
         owner thereof, are Unencumbered;

                  (iv) Except as otherwise might be the case with respect to the
         Initial Mortgaged Properties, such Real Estate Asset is (a) owned in
         fee or (b) leased pursuant to a ground lease (x) which has a remaining
         term of at least 30 years (including, for this purpose, any renewal
         option exercisable at the sole option of the lessee thereunder with no
         veto or approval rights by the ground lessor thereof or any lender to
         such ground lessor) and (y)


                                      -88-
<PAGE>
         can be encumbered by the Liens of the Security Documents without the
         consent of the lessor thereunder and contains customary leasehold
         mortgagee protection provisions (including, without limitation, the
         right to receive notice of any ground lease default, the right to cure
         any such default and the right to a new ground lease in favor of the
         leasehold mortgagee or its designee in the event that the ground lease
         should terminate on account of a default thereunder or for any other
         reason);

                  (v) such Real Estate Asset is owned or ground leased by the
         Borrower, the Co-Borrower or another Subsidiary of the Borrower which
         is a Subsidiary Guarantor and as to any such other Subsidiary (x) the
         Borrower, the Co-Borrower or a wholly-owned subsidiary of the Borrower
         or the Co-Borrower owns not less than 90% of the Equity Interest in
         such Subsidiary and (y) the Borrower, the Co-Borrower or a Wholly-Owner
         subsidiary of the Borrower or the Co-Borrower controls all financing
         and sale decisions relating to such Subsidiary with no veto rights in
         any minority equity owner therein or any other person;

                  (vi) such Real Estate Asset is free from any material and
         adverse environmental issues;

                  (vii) such Real Estate Asset is free from any material
         structural defects (other than any such defects resulting from a
         Casualty or Taking which are being restored pursuant to Paragraphs 2
         and 3 of Schedule 8.03(c));

                  (viii) such Real Estate Asset is not Land under Development;
         and

                  (ix) such Real Estate Asset has been designated by the
         Borrower in writing to the Administrative Agent as a Real Estate Asset
         that is a Mortgaged Property.

                  "Mortgaged Property Conditions" shall mean that each of
clauses (i) through (ix) of the definition of "Mortgaged Property" are satisfied
and that the Lease-Up Condition is satisfied.

                  "Mortgaged Property Coverage Ratio" shall mean, as of any date
of determination, the ratio of (x) the Mortgaged Property NOI to (y) the Assumed
Debt Service Amount.

                  "Mortgaged Property Owner" shall mean each Credit Party that
owns or leases a Mortgaged Property.

                  "Mortgaged Property NOI" shall mean the remainder of (a) the
Net Operating Income calculated with respect to the Mortgaged Properties
(including any Excluded Mortgaged Properties) for the most recently ended two
fiscal quarters multiplied by two less (b) a $0.25 per rentable square foot per
annum reserve for all Mortgaged Properties which are office space properties and
a $0.15 per rentable square foot per annum reserve for all Mortgaged Properties
which are industrial or flex properties; provided, however, that such Net
Operating Income shall be adjusted on a Pro Forma Basis to account for any
Mortgaged Properties which were added to or removed from the Borrowing Base
during such two fiscal quarter period (or, if later, after the last day of such
period and on or prior to the date of determination); and provided, further,
that,


                                      -89-
<PAGE>
notwithstanding the foregoing, the Mortgaged Property NOI for any Real Estate
Asset owned or leased by such Person or any Consolidated Entity or
Unconsolidated Entity of such Person for less than one full fiscal quarter shall
equal the product (or, in the case of any such Real Estate Asset owned or leased
by an Unconsolidated Entity of such Person, such Person's Unconsolidated
Allocation Percentage of the product) obtained by multiplying (x) the aggregate
Cost of such Person or its Consolidated Entity or Unconsolidated Entity, as
applicable, to acquire such Real Estate Asset by (y) 9.0%.

                  "Mortgaged Property Release Notice" shall have the meaning
provided in Section 8.13(c).

                  "Multiemployer Plan" shall mean at any time an employee
pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which
any member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.

                  "NAIC" shall mean the National Association of Insurance
Commissioners.

                  "Net Insurance/Condemnation Proceeds" shall mean all Insurance
Proceeds recovered on account of any Casualty to any Mortgaged Property or all
Condemnation Proceeds paid on account of any Taking in respect of any Mortgaged
Property, minus the reasonable cost, if any, of such recovery or payment and of
paying out such proceeds, including reasonable attorneys' fees and costs
allocable to inspecting the restoration of the related Mortgaged Property and
the plans and specifications therefor.

                  "Net Operating Income" shall mean, for any period and with
respect to the Mortgaged Properties, an amount equal to (i) the aggregate rental
and other income from the operation of all Mortgaged Properties during such
period; minus (ii) all expenses and other proper charges incurred in connection
with the operation of such Mortgaged Properties (including, without limitation,
real estate taxes, management fees, bad debt expenses and rent under ground
leases) during such period; but, in any case, before payment of or provision for
debt service charges for such period, income taxes for such period, and
depreciation, amortization, and other non-cash expenses for such period (except
that, solely for purposes of Notices of Borrowing and Section 9.14, any
adjustments for so-called "straight-line rental accounting" shall be excluded
from rental income).

                  "Non-Defaulting Lender" shall mean and include each Lender
other than a Defaulting Lender.

                  "Note" shall mean each Existing Note and each other Revolving
Note and Swingline Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion/Continuation" shall have the meaning
provided in Section 1.06.


                                      -90-
<PAGE>

                  "Notice Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302,
Attention: Mary Rodwell, Telecopier Numbers: (201) 593-2308/2309/2310, Telephone
Numbers: (201) 593-2165/2163/2170, or such other office in the continental
United States or person as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.

                  "Obligation Currency" shall have the meaning provided in
Section 13.20.

                  "Obligations" shall mean all amounts owing to the
Administrative Agent, any Lender or any Issuing Lender pursuant to the terms of
this Agreement or any other Credit Document.

                  "Other Hedging Agreement" shall mean any foreign exchange
contracts, currency swap agreements, commodity agreements or other similar
agreements or arrangements designed to protect against the fluctuations in
currency values.

                  "Participant" shall have the meaning provided in Section
2.04(a).

                  "Payment Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302,
Attention: Mary Rodwell, or such other office in the continental United States
as the Administrative Agent may hereafter designate in writing as such to the
other parties hereto.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions under ERISA.

                  "Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Commitment of such
Lender at such time and the denominator of which is the Total Commitment at such
time, provided that if the Percentage of any Lender is to be determined after
the Total Commitment has been terminated, then the Percentages of the Lenders
shall be determined immediately prior (and without giving effect) to such
termination.

                  "Permitted Encumbrances" shall have the meaning provided in
Section 9.01.

                  "Permitted Holders" shall mean (x) Peter Munk and/or one or
more entities controlled by Peter Munk and (y) Trizec Canada and/or one or more
Wholly-Owned Subsidiaries of Trizec Canada so long as, in the case of this
clause (y), (i) no Person or "group" (within the meaning of Sections 13(d) and
14(d) under the Exchange Act, as in effect on the Effective Date) shall (A) have
acquired beneficial ownership of 25% or more on a fully diluted basis of the
voting and/or economic interest in the capital stock of Trizec Canada, provided
that an acquisition of such beneficial ownership by Peter Munk and/or one or
more entities controlled by Peter Munk and/or Southeastern Asset Management
shall be permitted under this clause (A) so long as the Persons described above
in this proviso do not acquire (individually, collectively or together with a
"group" (within the meaning of Section 13(d) and 14(d) of the Exchange Act, as
in effect on the Effective Date)) more than 49.9% on a fully diluted basis of
such beneficial ownership (except for such holdings of Peter Munk solely in
voting interests of the capital stock of Trizec Canada which shall be excluded
from this calculation) or (B) have obtained the power


                                      -91-
<PAGE>
(whether or not exercised) to elect a majority of the directors of Trizec Canada
other than Peter Munk and/or one or more entities controlled by Peter Munk and
(ii) the Board of Directors of Trizec Canada continue to consist of a majority
of Continuing Trizec Canada Directors.

                  "Person" shall mean any individual, partnership, joint
venture, limited liability company, firm, corporation, association, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

                  "Plan" shall mean any pension plan as defined in Section 3(2)
of ERISA (other than a Multiemployer Plan), which is maintained or contributed
to by (or to which there is an obligation to contribute of) any member of the
ERISA Group, and each such plan for the five-year period immediately following
the latest date on which the member of the ERISA Group maintained, contributed
to or had an obligation to contribute to such plan.

                  "Preferred Stock" as applied to the capital stock of any
Person, shall mean capital stock of such Person (other than common stock of such
Person) of any class or classes (however designed) that ranks prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
capital stock of any other class of such Person.

                  "Pricing Period" shall mean each period which shall commence
on the date upon which the respective officer's certificate is delivered
pursuant to Section 8.01(e) (together with the related financial statements
pursuant to Section 8.01(a)(A) or (b)(A), as the case may be) and which shall
end on the date of actual delivery of the next officer's certificates pursuant
to Section 8.01(e) (and related financial statements) or the latest date on
which such next officer's certificate (and related financial statements) is
required to be so delivered; it being understood that the first Pricing Period
commenced with the delivery of the Borrower's financial statements (and related
officer's certificate) in respect of its fiscal year ending on December 31,
2001.

                  "Prime Lending Rate" shall mean the rate which DBTCA announces
from time to time as its prime lending rate, the Prime Lending Rate to change
when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. DBTCA may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending Rate.

                  "Pro Forma Basis" shall mean, in connection with any
calculation of (a) compliance with Section 9.02(a)(ii)(z), (b) Consolidated
Total Asset Value and (c) Mortgaged Property NOI, the calculation thereof after
giving effect on a pro forma basis to the sale or acquisition of any Real Estate
Asset after the first day of the relevant Test Period and on or prior to the
date of determination, with the following rules to apply in connection
therewith:

                 (i) in making any determination of Fair Market Value, pro forma
         effect shall be given to (A) any sale of any Real Estate Asset
         consummated after the first day of the relevant two fiscal quarter
         period and on or prior to the date of determination as if such sale was
         consummated on the first day of the relevant two fiscal quarter period,
         and (B) the acquisition of any Real Estate Asset after the first day of
         the relevant two fiscal quarter


                                      -92-
<PAGE>
         period and on or prior to the date of determination as provided in the
         definition of Fair Market Value; and

                (ii) in making any determination of Mortgaged Property NOI, pro
         forma effect shall be given to (A) the addition of any other Mortgaged
         Property to the Borrowing Base after the first day of the relevant Test
         Period and on or prior to the date of determination as if such addition
         occurred on the first day of the relevant Test Period, and (B) the
         removal of any Mortgaged Property from the Borrowing Base after the
         first day of the relevant Test Period and on or prior to the date of
         determination as if such removal occurred on the first day of the
         relevant Test Period.

                  "Projections" shall mean the projections contained in the
Lender Information Package, dated November 2002, which were prepared by or on
behalf of the Borrower in connection with this Agreement and delivered to the
Administrative Agent and the Lenders prior to the Effective Date.

                  "Property" of a Person shall mean any and all property,
whether real, personal, tangible, intangible or mixed, of such Person, or other
assets owned, leased or operated by such Person.

                  "Property Agreements" shall mean, collectively, all covenants,
conditions and restrictions contained in any instruments, either of record or
known to Borrower or any other Credit Party, at any time in force affecting any
Mortgaged Property or any other Collateral, including any such covenants,
conditions and restrictions which may (i) require improvements, repairs or
alterations in or to any Mortgaged Property or other Collateral or (ii) in any
way limit the use and enjoyment thereof.

                  "Property Information" shall mean, with respect to any
Mortgaged Property, the following:

                  (i) a written Phase I environmental audit report (and if
         recommended by such report, a written Phase II environmental audit
         report) in favor of the Administrative Agent and prepared and certified
         by an environmental consultant satisfactory to the Administrative
         Agent;

                  (ii) a written engineering report in favor of the
         Administrative Agent and prepared and certified by an engineer
         satisfactory to the Administrative Agent;

                  (iii) an Appraisal;

                  (iv) a rent roll (as of the most current month end) and a copy
         of each Material Lease described on such rent roll;

                  (v) a year-end actual operating statement for each of the
         prior three fiscal years or, if less, for the number of fiscal years
         such Real Estate Asset was owned or leased by the Borrower or its
         Subsidiaries and/or as to which the seller thereof has delivered such
         operating statements to the Borrower or any of its Subsidiaries;


                                      -93-
<PAGE>
                  (vi) a year-to-date actual operating statement (as of the
         quarter most recently ended);

                  (vii) an operating and capital improvement budget for the
         current year;

                  (viii) all material agreements relating to property management
         and leasing;

                  (ix) all material building operation/service agreements;

                  (x) evidence reasonably satisfactory to the Administrative
         Agent of payment of all currently due tax bills, insurance payments and
         ground lease rent;

                  (xi) evidence of insurance coverage as required by this
         Agreement and evidence of flood zone and earthquake status;

                  (xii) evidence of all third party consents required to include
         such property in the Borrowing Base in accordance with the terms of
         this Agreement;

                  (xiii) ground lease, if any;

                  (xiv) the standard space lease form to be used in connection
         with the leasing of space;

                  (xv) with respect to each Additional Mortgage Property
         acquired by the Borrower or any of its Subsidiaries at the time such
         Real Estate Asset becomes an Additional Mortgaged Property, a copy (if
         available) of the acquisition agreement and other related agreements
         entered into by the Borrower or any of its Subsidiaries in connection
         with the acquisition thereof (it being agreed that, to the extent any
         of such agreements or letters of intent have not been entered into at
         such time, copies of such agreements and letters of intent shall be
         delivered reasonable promptly after the execution thereof); and

                  (xvi) to the extent not specified in clauses (i)-(xv),
         evidence of the satisfaction of the Mortgaged Property Conditions.

                  Property Information described in (A) clauses (i)-(iii) and
any other third party report included in any Property Information shall be
satisfactory in form and substance to the Administrative Agent and the Required
Lenders, and (B) clauses (iv)-(vi), (viii), (ix), (xii), (xiii) and (xv) shall
be certified to be true, complete and correct in all material respects by the
president, any vice president or a Senior Financial Officer of the Borrower.

                  "Quarterly Payment Date" shall mean the last day of each
December, March, June and September occurring after the Effective Date.

                  "Rating Agency" shall mean each of Fitch, Moody's and S&P.

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. ss. 6901 et seq.


                                      -94-
<PAGE>

                  "Real Estate Assets" of any Person shall mean all assets of
such Person constituting Real Property.

                  "Real Property" of any Person shall mean all the right, title
and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                  "Recourse" shall mean, with respect to any Person, any
Indebtedness or other obligation or liability of any other Person all or a
portion of which is guaranteed by, or for which a recourse claim may be made
against, such first Person (whether by contract, the ownership of Equity
Interests, by operation of law or otherwise); provided, however, that personal
recourse of such first Person under any Secured Indebtedness of another Person
for fraud, misrepresentation, misapplication of cash, waste, environmental
claims and liabilities and other circumstances customarily excluded by
institutional lenders from exculpation provisions and/or included in separate
indemnification agreements in non-recourse financing of Real Estate Assets shall
not, by itself, cause such Indebtedness to be characterized as Recourse to such
first Person except to the extent that a claim is made against such first Person
as a result of any of the foregoing items described above in this proviso.

                  "Register" shall have the meaning provided in Section 13.15.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Release" shall mean disposing, discharging, injecting,
spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying,
pouring or migrating, into or upon any land or water or air, or otherwise
entering into the environment.

                  "Release Date" shall mean each date on which a Mortgaged
Property is removed from the Borrowing Base pursuant to Section 8.13(b).

                  "Rents" shall mean all rents, issues, profits, royalties,
receipts, revenues, accounts receivable, security deposits and other deposits
(subject to the prior right of Tenants making such deposits) and income,
including fixed, additional and percentage rents, occupancy charges, operating
expense reimbursements, reimbursements for increases in taxes, sums paid by
Tenants to any Mortgaged Property Owner to reimburse such Mortgaged Property
Owner for amounts originally paid or to be paid by such Mortgaged Property Owner
or its agents or affiliates for


                                      -95-
<PAGE>
which such Tenants were liable (as, for example, tenant improvements costs in
excess of any work letter, lease takeover costs, moving expenses and tax and
operating expense pass-throughs for which a Tenant is solely liable, parking,
maintenance, common area, tax, insurance, utility and service charges and
contributions, proceeds of sale of electricity, gas, heating, air-conditioning
and other utilities and services, deficiency rents and liquidated damages, and
other benefits).

                  "Reorganization" shall mean the corporate reorganization of
TrizecHahn Corporation, a publicly-traded Ontario corporation (the "Parent"),
pursuant to which, among other things, a newly incorporated company exchanged
shares of common stock of the Borrower for shares of the Parent held by certain
shareholders of the Parent and such company and its newly incorporated parent
exchanged shares of such newly incorporated parent for shares of the Parent held
by other shareholders of the Parent and the final result of which was that the
Borrower became a publicly traded real estate investment trust.

                  "Replaced Lender" shall have the meaning provided in Section
1.14.

                  "Replacement Lender" shall have the meaning provided in
Section 1.14.

                  "Reportable Event" shall mean any event described in Section
4043(c) of ERISA with respect to a Plan other than those events as to which the
30-day notice is waived under subsection .22, .23, .25, .27 or .28 of PBGC
Regulation Section 4043.

                  "Required Lenders" shall mean Non-Defaulting Lenders the sum
of whose Commitments (or after the termination thereof, outstanding Loans and
Percentages of (x) outstanding Swingline Loans and (y) Letter of Credit
Outstandings) represent an amount equal to at least 662/3 % of the Total
Commitment less the Commitments of all Defaulting Lenders (or after the
termination thereof, the sum of the then total outstanding Loans of all
Non-Defaulting Lenders and the aggregate Percentages of all Non-Defaulting
Lenders of the total (x) outstanding Swingline Loans and (y) Letter of Credit
Outstandings at such time).

                  "Restricted Holding" shall have the meaning provided in
Section 9.06.

                  "Restricted Property" shall have the meaning provided in
Section 9.01.

                  "Retail Property" shall mean any Real Estate Asset the space
in which is leased or intended to be leased primarily to retail tenants.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(a).

                  "Revolving Note" shall have the meaning provided in Section
1.05(a).

                  "S&P" shall mean Standard & Poor's Ratings Service, a division
of The McGraw- Hill Companies, Inc.

                  "Sears Tower" shall mean the Real Estate Asset located in
Chicago, Illinois and known as The Sears Tower.


                                      -96-
<PAGE>
                  "Sears Tower Memorandum" shall mean the memorandum dated
November 14, 2002 and supplemented December 18, 2002 from Piper Rudnick to the
Administrative Agent and the Lenders.

                  "SEC" shall have the meaning provided in Section 8.01(g).

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                  "Section 9.14 Default" shall have the meaning provided in
Section 4.03(b)(i).

                  "Secured Indebtedness" of any Person shall mean any
Indebtedness of such Person that is secured by a Lien evidenced by a mortgage,
deed of trust, security agreement, pledge agreement or other similar security
interest on Property of such Person.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

                  "Security Agreement" shall mean the Security Agreement
executed by the Mortgaged Property Owners with respect to the Collateral
substantially in the form of Exhibit R (and appropriately completed), as the
same may be amended, modified or supplemented from time to time.

                  "Security Documents" means, collectively, the Mortgages, the
Assignments of Rents and Leases, the Security Agreement, all other mortgages,
security agreements, pledge agreements, assignments and all other instruments or
documents (including UCC-1 financing statements, fixture filings, amendments of
financing statements or similar documents required or advisable in order to
create, perfect or maintain the Liens intended to be created by the Security
Documents) delivered by any Person pursuant to this Agreement or any of the
other Credit Documents, whether such delivery is prior to, contemporaneous with
or after delivery of this Agreement, in order to grant to the Administrative
Agent Liens on Property of that Person, and to maintain such Liens, as each of
the foregoing may be amended, modified or supplemented from time to time.
Security Documents do not include this Agreement or the Notes.

                  "Senior Financial Officer" of any Person shall mean the chief
financial officer or treasurer of such Person.

                  "Signing Lenders" shall have the meaning provided in Section
13.23.

                  "Situs State" shall have the meaning provided in Section
13.08.

                  "SPC" shall have the meaning provided in Section 13.04(b).

                  "Specified Default" shall mean any Default under Section 10.01
or 10.05.

                  "Start Date" shall mean, with respect to any Pricing Period,
the first day of such Pricing Period.


                                      -97-
<PAGE>

                  "Stated Amount" of each Letter of Credit shall mean, at any
time, the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).

                  "Subordination Agreement" shall have the meaning specified in
Section 5.10.

                  "Subsidiaries Guaranty" shall have the meaning provided in
Section 5.07.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person, (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time, and (iii) to the
extent not otherwise included in preceding clauses (i) and (ii), any
Consolidated Entity of such Person.

                  "Subsidiary Guarantor" shall mean (i) Holdings, (ii) each
Mortgaged Property Owner, (iii) TRE, and (iv) each direct Subsidiary of the
Borrower (or the Co-Borrower if formed) which is described in Section 8.13(f).

                  "Survey" means, with respect to any Mortgaged Property, a
current survey prepared by a surveyor licensed in the state in which such
Mortgaged Property is located, reasonably acceptable to the Administrative
Agent, which shall (i) contain the legal description of such Mortgaged Property,
(ii) conform, and be certified by such surveyor to the Administrative Agent and
the Lenders and the Title Company as conforming, to the Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys for urban survey class as adopted
by ALTA and American Congress on Surveying & Mapping in 1999, and (iii) includes
Items 1, 2, 3, 4, 6, 7(a), 7(b1), (7) (c), 8, 9, 10, 11(a), 14 and 16 in Table A
contained in such Minimum Standard Detail Requirements; provided, however, that
the survey need not satisfy the requirements of the preceding clauses (ii) and
(iii) if the Title Company has eliminated the survey exception from the Title
Policies and all other exceptions to the Title Policies based upon such survey
are acceptable to the Administrative Agent in its sole discretion. Any such
survey shall contain a certification by such surveyor to the Lenders stating
whether the Mortgaged Property is located in an area having special flood
hazards as identified by the Federal Emergency Management Agency.

                  "Swingline Expiry Date" shall mean the date falling seven
Business Days prior to the Maturity Date.

                  "Swingline Lender" shall mean DBTCA.

                  "Swingline Loan" shall have the meaning provided in Section
1.01(b).

                  "Swingline Note" shall have the meaning provided in Section
1.05(a).


                                      -98-
<PAGE>

                  "Taking" shall mean the taking or appropriation (including by
deed in lieu of condemnation or by voluntary sale or transfer under threat of
condemnation or while legal proceedings for condemnation are pending) of a
Mortgaged Property, or any part thereof or interest therein, for public or
quasi-public use under the power of eminent domain, by reason of any public
improvement or condemnation proceeding, or in any other manner or any damage or
injury or diminution in value through condemnation, inverse condemnation or
other exercise of the power of eminent domain. The term "Taken" used as a verb
has a correlative meaning.

                  "Tax Benefit" shall have the meaning provided in Section
4.04(a).

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Temporary Guarantor" shall mean TrizecHahn Holdings Ltd., a
New Brunswick corporation.

                  "Temporary Guaranty" shall mean the guaranty of the Temporary
Guarantor pursuant to Section 14 of the Existing Agreement.

                  "Tenant" shall mean any Person liable by contract or otherwise
to pay rent or a percentage of income, revenue or profits pursuant to a Lease,
and includes a tenant, subtenant, lessee and sublessee.

                  "Test Date" shall mean, with respect to any Start Date, the
last day of the most recent fiscal quarter of the Borrower ended immediately
prior to such Start Date.

                  "Test Period" shall mean, for any Person, each period of four
consecutive completed fiscal quarters of such Person (or each case taken as one
accounting period); provided, however, for purposes of calculating Net Operating
Income only insofar as Net Operating Income is used to compute Mortgaged
Property NOI, such Test Period instead shall be the most .recently ended two
completed fiscal quarters of such Person.

                  "Title Company" means (i) on or prior to the Effective Date,
First America Title Insurance Company and (ii) after the Effective Date, First
America Title Insurance Company or such other title company as may be selected
by the Borrower and approved by the Administrative Agent in its reasonable
discretion.

                  "Title Policies" means, with respect to the Mortgaged
Properties, the paid lender policies of title insurance in the form of loan
policy available in the applicable state and reasonably acceptable to the
Administrative Agent, and issued by the Title Company.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders.

                  "Total Unutilized Commitment" shall mean, at any time, an
amount equal to the remainder of (x) the Total Commitment at such time less (y)
the sum of the aggregate principal amount of all Revolving Loans and Swingline
Loans then outstanding plus the then aggregate amount of all Letter of Credit
Outstandings.


                                      -99-
<PAGE>

                  "TRE" shall mean Trizec R&E Holdings Inc., a Delaware
corporation formerly known as TrizecHahn Development Inc.

                  "Trizec Canada" shall mean Trizec Canada Inc., a
publicly-traded Ontario corporation.

                  "Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Rate Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.

                  "Unconsolidated Allocation Percentage" shall mean, for any
Person, with respect to such Person's Unconsolidated Entities the percentage
ownership interest of such Person in such Unconsolidated Entity.

                  "Unconsolidated Entity" shall mean, with respect to any
Person, at any date, any other Person in whom such Person holds an Investment,
and whose financial results would not be consolidated under GAAP with the
financial results of such Person on the consolidated financial statements of
such Person, if such statements were prepared as of such date.

                  "Unencumbered" shall mean, with respect to any Property, that
such Property is not subject to any Lien or other restrictions of the type
described in the introductory paragraph to Section 9.01 other than a Permitted
Encumbrance.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the value of the accumulated plan benefits under the
Plan determined on a plan termination basis in accordance with actuarial
assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan
assets allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions).

                  "United States" and "U.S." shall each mean the United States
of America.

                  "Unpaid Drawing" shall have the meaning provided in Section
2.05(a).

                  "Unrestricted Cash and Cash Equivalents" of any Person shall
at any time shall mean the sum of (a) the aggregate amount of all unrestricted
cash then actually held by such Person or any of its Subsidiaries (excluding
without limitation until forfeited to, or otherwise entitled to be retained by,
such Person or any of its Subsidiaries, tenant security and other restricted
deposits) and (b) the aggregate amount of all unrestricted Cash Equivalents
(valued at fair market value) then held by such Person or any of its
Subsidiaries. As used in this definition, "unrestricted" shall mean the
specified asset is not subject to any Liens in favor of any Person.

                  "Unsecured Indebtedness" of any Person shall mean any
Indebtedness of such Person that is not secured by a Lien evidenced by a
mortgage, deed of trust, security agreement, pledge agreement or other similar
security interest on any Property of such Person.


                                     -100-
<PAGE>

                  "Unutilized Commitment" shall mean, with respect to any Lender
at any time, an amount equal to the remainder of (x) such Lender's Commitment at
such time, less (y) the sum of the aggregate principal amount of all Revolving
Loans of such Lender then outstanding and such Lender's Percentage of all Letter
of Credit Outstandings at such time.

                  "Utilization Percentage" shall mean, at any time, the ratio
(expressed as a percentage) of (x) the sum of (i) the aggregate principal amount
of all Revolving Loans outstanding at such time and (ii) the aggregate amount of
all Letter of Credit Outstandings at such time to (y) the Total Commitment at
such time.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than directors' qualifying
shares and other nominal amounts of shares required by applicable law to be held
by Persons (other than directors)) is at the time owned by such Person and/or
one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
limited liability company, association, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% Equity Interest at such time. For purposes of this definition, the
Co-Borrower if formed shall be deemed to be a Wholly-Owned Subsidiary of the
Borrower as long as the requirements of Section 8.04(b) continue to be satisfied
with respect to the Co-Borrower.

                  SECTION 12. The Administrative Agent.

                  12.01 Appointment. The Lenders hereby irrevocably designate
and appoint DBTCA as Administrative Agent to act as specified herein and in the
other Credit Documents. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such action on their behalf under
the provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder by or through its
respective officers, directors, agents, employees or affiliates.

                  12.02 Nature of Duties. The Administrative Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and in the other Credit Documents. Neither the Administrative Agent
nor any of its officers, directors, agents, employees or affiliates shall be
liable to the Lenders for any action taken or omitted by it or them hereunder or
under any other Credit Document or in connection herewith or therewith, unless
caused by its or their gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final and non-appealable decision). The
duties of the Administrative Agent shall be mechanical and administrative in
nature; the Administrative Agent shall not have by reason of this Agreement or
any other Credit Document a fiduciary relationship in respect of any Lender or
the holder of any Note; and nothing in this Agreement or any other Credit
Document, expressed or implied, is intended to or shall be so construed as to
impose upon the Administrative Agent any obligations in respect of this
Agreement or any other Credit Document except as expressly set forth herein or
therein.


                                     -101-
<PAGE>
                  12.03 Lack of Reliance on the Administrative Agent.
Independently and without reliance upon the Administrative Agent, each Lender
and the holder of each Note, to the extent it deems appropriate, has made and
shall continue to make (i) its own independent investigation of the financial
condition and affairs of the Credit Parties and their respective Subsidiaries in
connection with the making and the continuance of the Loans, the issuance of and
participation in Letters of Credit and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of the
Credit Parties and their respective Subsidiaries and, except as expressly
provided in this Agreement, the Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter. The Administrative Agent shall not be responsible
to any Lender or the holder of any Note for any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith or for the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit
Document or the financial condition of the Credit Parties or any of their
respective Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of the Credit
Parties or any of their respective Subsidiaries or the existence or possible
existence of any Default or Event of Default.

                  12.04 Certain Rights of the Administrative Agent. The
Administrative Agent shall have the right to request instructions from the
Required Lenders at any time. If the Administrative Agent shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, the Administrative Agent shall be entitled to refrain from such act or
taking such action unless and until the Administrative Agent shall have received
instructions from the Required Lenders; and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender or the holder of any Note shall have any right of action
whatsoever against the Administrative Agent as a result of the Administrative
Agent acting or refraining from acting hereunder or under any other Credit
Document in accordance with the instructions of the Required Lenders.

                  12.05 Reliance. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier
message, cablegram, radiogram, order or other document or telephone message
signed, sent or made by any Person that the Administrative Agent believed to be
the proper Person, and, with respect to all legal matters pertaining to this
Agreement and any other Credit Document and its duties hereunder and thereunder,
upon advice of counsel selected by the Administrative Agent (which may be
counsel for any of the Credit Parties) and, with respect to other matters, upon
advice of independent public accountants or other experts selected by it.

                  12.06 Indemnification. To the extent the Administrative Agent
is not reimbursed and indemnified by the Credit Parties, the Lenders will
reimburse and indemnify the Administrative Agent, in proportion to their
respective "percentages" as used in determining the Required Lenders, for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be


                                     -102-
<PAGE>
imposed on, asserted against or incurred by the Administrative Agent in
performing its respective duties hereunder or under any other Credit Document,
in any way relating to or arising out of this Agreement or any other Credit
Document; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                  12.07 The Administrative Agent in its Individual Capacity.
With respect to its obligation to make Loans, or issue or participate in Letters
of Credit, under this Agreement, the Administrative Agent shall have the rights
and powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lenders," "Required Lenders," "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of
banking, investment banking, advisory, trust or other business with any Credit
Party or any Affiliate of a Credit Party as if it were not performing the duties
specified herein, and may accept fees and other consideration from any Credit
Party for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                  12.09 Resignation by the Administrative Agent; Removal of the
Administrative Agent. (a) The Administrative Agent may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving 15 Business Days' prior written notice to
the Lenders and the Borrower. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below or as otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent hereunder or thereunder which
shall be a commercial bank or trust company reasonably acceptable to the
Borrower.

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed), shall then appoint a successor Administrative Agent which shall serve
as Administrative Agent hereunder or thereunder until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided above.


                                     -103-
<PAGE>

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 20th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Required Lenders shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above.

                  (e) Upon resignation of the Administrative Agent pursuant to
this Section 12.09, the Administrative Agent shall remain indemnified to the
extent provided in this Agreement and the other Credit Documents and the
provisions of this Section 12 shall continue in effect for the benefit of such
Administrative Agent for all of its actions and inactions while serving as the
Administrative Agent.

                  (f) In addition, the Required Lenders shall have the right to
remove the Administrative Agent and appoint a successor Administrative Agent who
shall be a commercial bank or trust company reasonably acceptable to the
Borrower in the event that the Administrative Agent has been grossly negligent
or has willfully misconducted itself in performing its functions and duties
under this Agreement.

                  SECTION 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Borrower shall: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of (A) the Administrative Agent and
its affiliates (including, without limitation, the reasonable fees and
disbursements of White & Case LLP) in connection with the preparation, execution
and delivery of this Agreement and the other Credit Documents and the documents
and instruments referred to herein and therein, any addition of a Real Estate
Asset to, or removal of a Mortgaged Property from, the Borrowing Base, and any
amendment, waiver or consent relating to this Agreement, the other Credit
Documents or the documents and instruments referred to herein and therein, (B)
the Administrative Agent and its affiliates in connection with their syndication
efforts (including, without limitation, printing, distribution and meetings)
with respect to this Agreement and (C) the Administrative Agent and its
affiliates and, after the occurrence of an Event of Default, each of the Lenders
in connection with the enforcement of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein or in
connection with any refinancing or restructuring of the credit arrangements
provided under this Agreement in the nature of a "workout" or pursuant to any
insolvency or bankruptcy proceedings (including, in each case in respect of
preceding clauses (A), (B) and (C) without limitation, (x) the reasonable fees
and disbursements of counsel and consultants for the Administrative Agent and
its affiliates (it being understood that, for purposes of this clause (i), the
Administrative Agent and its affiliates shall be entitled to be reimbursed for
one primary counsel and one local counsel in each Situs State and, to the extent
that the Administrative Agent in its good faith reasonable discretion determines
that additional counsel is necessary or advisable, for one single additional
foreign counsel in each jurisdiction in which the Administrative Agent has made
such a determination) and (y) after the occurrence of an Event of Default, also
the reasonable fees and disbursements of only one counsel for the other Lenders
as a group); (ii) pay and hold the Administrative Agent and each of the Lenders
harmless from and against any and all present and future stamp, excise and other
similar documentary taxes with


                                     -104-
<PAGE>
respect to the foregoing matters and save the Administrative Agent and each of
the Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify
the Administrative Agent and each Lender, and each of their respective
affiliates officers, directors, employees, representatives and agents from and
hold each of them harmless against any and all liabilities, obligations
(including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable attorneys' and consultants' fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or
in any way related to, or by reason of, (a) any investigation, litigation or
other proceeding (whether or not the Administrative Agent or any Lender is a
party thereto and whether or not such investigation, litigation or other
proceeding is brought by or on behalf of any Credit Party) related to the
entering into and/or performance of this Agreement or any other Credit Document
or the proceeds of any Loans hereunder or the consummation of any transactions
contemplated herein or in any other Credit Document or the exercise of any of
their rights or remedies provided herein or in the other Credit Documents, or
(b) the actual or alleged presence of Hazardous Materials in the air, surface,
water or groundwater or on the surface or subsurface of any Real Property at any
time owned, leased or operated by any of the Credit Parties or any of their
respective Subsidiaries, the generation, storage, transportation, handling or
disposal of Hazardous Materials by any of the Credit Parties or any of their
respective Subsidiaries at any location, whether or not owned, leased or
operated by any of the Credit Parties or any of their respective Subsidiaries,
the non-compliance of any Real Property at any time owned, leased or operated by
any of the Credit Parties or any of their respective Subsidiaries with foreign,
federal, state and local laws, regulations, and ordinances (including applicable
permits thereunder) applicable to such Real Property, or any Environmental Claim
asserted against any of the Credit Parties, any of their respective Subsidiaries
or any Real Property at any time owned, leased or operated by any of the Credit
Parties or any of their respective Subsidiaries, including, in each case,
without limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified (as determined by a court of
competent jurisdiction in a final and non-appealable decision)). In addition,
the foregoing indemnification in favor of any director, officer, employee,
representative or agent of the Administrative Agent or any Lender shall be
solely in their respective capacities as such director, officer, employee,
representative or agent. To the extent that the undertaking to indemnify, pay or
hold harmless the Administrative Agent, any Lender or any other indemnified
person set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

                  13.02 Right of Setoff.(a) In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, the
Administrative Agent and each Lender is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to any Credit Party or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by
such Lender (including, without limitation, by


                                     -105-
<PAGE>
branches and agencies of the Administrative Agent or such Lender wherever
located) to or for the credit or the account of any Credit Party against and on
account of the Obligations and liabilities of the Credit Parties to the
Administrative Agent or such Lender under this Agreement or under any of the
other Credit Documents, including, without limitation, all interests in
Obligations purchased by such Lender pursuant to Section 13.06(b), and all other
claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such
Lender shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured.

                  (b) NOTWITHSTANDING THE FOREGOING SECTION 13.02(a), AT ANY
TIME THAT THE LOANS OR ANY OTHER OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY
LOCATED IN CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A
RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION
OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY
NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE
EXTENT REQUIRED BY SECTION 13.12 OF THIS AGREEMENT, ALL OF THE LENDERS, OR
APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR
PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE,
IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR
ENFORCEABILITY OF THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE
SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS
HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE ADMINISTRATIVE AGENT
OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT SHALL BE NULL AND VOID. THIS
SECTION 13.02(b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT.

                  13.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telex or telecopier) and mailed, telexed, telecopied or delivered: if
to any Credit Party, at the address specified opposite such Credit Party's
signature below or as provided in the Subsidiaries Guaranty, as the case may be;
if to any Lender, at its address specified on Schedule II; and if to the
Administrative Agent, at the Notice Office; or, as to the Borrower, any other
Credit Party or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties hereto and, as
to each Lender, at such other address as shall be designated by such Lender in a
written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, telexed or telecopied, or sent by
overnight courier, be effective (x) three Business Days after deposited in the
mails, (y) one Business Day after delivered to a recognized overnight courier,
as the case may be, or (z) when sent by telex or telecopier, except that notices
and communications to the Administrative Agent and the Borrower shall not be
effective until received by the Administrative Agent or the Borrower, as the
case may be.


                                     -106-
<PAGE>
                  13.04 Benefit of Agreement; Assignments; Participations. (a)
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto;
provided, however, the Credit Parties may not assign or transfer any of their
respective rights, obligations or interest hereunder without the prior written
consent of the Lenders and, provided further, that, although any Lender may
transfer, assign or grant participations in its rights hereunder, such Lender
shall remain a "Lender" for all purposes hereunder and the transferee, assignee
or participant, as the case may be, shall not constitute a "Lender" hereunder
and, provided further, that no Lender shall transfer or grant any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the final scheduled maturity of any Loan,
Note or Letter of Credit (unless such Letter of Credit is not extended beyond
the Maturity Date) in which such participant is participating, or reduce the
rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof (it being understood that
any amendment or modification to the financial definitions in this Agreement or
to Section 13.07(a) shall not constitute a reduction in the rate of interest or
Fees payable hereunder), or increase the amount of the participant's
participation over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default or of a mandatory reduction in the
Total Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment (or the available portion
thereof) or Loan shall be permitted without the consent of any participant if
the participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Borrower or the Co-Borrower if
formed of any of their respective rights and obligations under this Agreement.
In the case of any such participation, the participant shall not have any rights
under this Agreement or any of the other Credit Documents (the participant's
rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favor of the participant
relating thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation.

                  (b) Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related outstanding Obligations hereunder to (i)(A) its parent
company and/or any affiliate of such Lender which is at least 50% owned by such
Lender or its parent company or (B) to one or more other Lenders or any
affiliate of any such other Lender which is at least 50% owned by such other
Lender or its parent company (provided that any fund that invests in loans and
is managed or advised by the same investment advisor of another fund which is a
Lender (or by an Affiliate of such investment advisor) shall be treated as an
affiliate of such other Lender for the purposes of this sub-clause (x)(i)(B)),
or (ii) in the case of any Lender that is a fund that invests in loans, any
other fund that invests in loans and is managed or advised by the same
investment advisor of such Lender or by an Affiliate of such investment advisor,
or (y) assign all, or if less than all, a portion equal to at least $5,000,000
in the aggregate for the assigning Lender or assigning Lenders (provided that,
in the case of an assignment pursuant to this clause (y) at a time when no
Specified Default or Event of Default exists, to the extent that the assignor
Lender is to retain a Commitment after giving effect to such assignment, such
Commitment shall be in an amount equal to at least $5,000,000), of such
Commitment or Commitments and/or outstanding Obligations hereunder to one or
more Eligible Transferees, each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption


                                     -107-
<PAGE>
Agreement, provided that (i) at such time Schedule I shall be deemed modified to
reflect the Commitments of such new Lender and of the existing Lenders, (ii)
upon the surrender of the Note or Notes by the assigning Lender (or, upon such
assigning Lender's indemnifying the Borrower for any lost Note pursuant to a
customary indemnification agreement) new Notes will be issued, at the Borrower's
expense, to such new Lender and to the assigning Lender upon the request of such
new Lender or assigning Lender, such new Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments and/or outstanding Loans, (iii) the
written consent of the Administrative Agent and, unless a Default or an Event of
Default then exists, the Borrower (each of which consents shall not be
unreasonably withheld or delayed) shall be required in connection with any
assignment to an Eligible Transferee pursuant to clause (y) above, (iv) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500, and (v) promptly after such assignment, the Borrower shall have received
from the Administrative Agent notice of any such assignment and of the identity,
nationality and applicable lending office of any such Eligible Transferee that
is not a United States person (as defined in Section 7701(a)(30) of the Code),
together with the copy of the Assignment and Assumption Agreement relating
thereto and, provided further, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Register pursuant to
Section 13.15. To the extent of any assignment pursuant to this Section
13.04(b), the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Commitment and/or outstanding Loans. At the time of
each assignment pursuant to this Section 13.04(b) to a Person which is not
already a Lender hereunder and which is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes,
the respective assignee Lender shall, to the extent legally entitled to do so,
provide to the Borrower the appropriate Internal Revenue Service Forms (and, if
applicable, a Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To
the extent that an assignment of all or any portion of a Lender's Commitment and
related outstanding Obligations pursuant to Section 1.14 or this Section
13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10 or 4.04 in excess of those being charged by the respective
assigning Lender prior to such assignment, then the Borrower shall not be
obligated to pay such excess increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay the costs which are not in excess of those being charged by the
respective assigning Lender prior to such assignment and any subsequent
increased costs of the type described above resulting from changes after the
date of the respective assignment). Notwithstanding anything to the contrary
contained herein, any Lender (a "Granting Lender") may grant to a special
purpose funding vehicle ("SPC"), identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrower, the option
to provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement,
provided that (i) such Lender's obligations under this Agreement (including,
without limitation, its Commitment hereunder) shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto 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 this
Agreement, (iv) no SPC shall have any right to approve any amendment or waiver
of any provision of this Agreement or any Note, or any consent to any departure
by the Borrower therefrom, except to the extent that such amendment,


                                     -108-
<PAGE>
waiver or consent would reduce the principal of, or interest on, the Loans or
any fees or other amounts payable hereunder, in each case to the extent subject
to such grant of funding option, or postpone any date fixed for any payment of
principal of, or interest on, the Loans or any fees or other amounts payable
hereunder, in each case to the extent subject to such grant of funding option,
(v) nothing herein shall constitute a commitment by any SPC to make any Loan and
(vi) if an SPC elects not to exercise such option or otherwise fails to provide
all or any of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent and as if
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 13.04(b), any
SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Administrative
Agent and, unless a Default or an Event of Default exists, the Borrower (which
consent shall not be unreasonably withheld or delayed)) providing liquidity
and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis consistent
with the restrictions set forth in Section 13.16 any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancement to such SPC.

                  (c) Nothing in this Agreement shall prevent or prohibit any
Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notice to the Administrative Agent, any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee or to a
collateral agent providing credit or credit support to such Lender in support of
its obligations to its trustee or such collateral agent, as the case may be. No
pledge pursuant to this clause (c) shall release the transferor Lender from any
of its obligations hereunder.

                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of the Administrative Agent or any Lender in exercising any right,
power or privilege hereunder or under any other Credit Document and no course of
dealing between any Credit Party and the Administrative Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Lender would otherwise have. No notice to or demand
on any Credit Party in any case shall entitle such Credit Party to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the


                                     -109-
<PAGE>
Administrative Agent or any Lender to any other or further action in any
circumstances without notice or demand.

                  13.06 Payments Pro Rata. (a) Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b) Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, of a sum which with respect to the related sum or sums received
by other Lenders is in a greater proportion than the total of such Obligation
then owed and due to such Lender bears to the total of such Obligation then owed
and due to all of the Lenders immediately prior to such receipt, then such
Lender receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations of the Borrower
to such Lenders in such amount as shall result in a proportional participation
by all the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

                  13.07 Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP, consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders and except, in the case of interim financial
statements, for normal year-end adjustments); provided that except as otherwise
specifically provided herein, all computations determining the Borrower's
compliance with Section 9 and the definition of Applicable Margin and all other
defined financial terms relating to the Borrower shall utilize accounting
principles and policies in the United States in conformity with those used to
prepare the historical financial statements described in Section 7.05(a); and
provided further that (i) the financial covenants set forth in Sections 8.11 and
9.10-9.14 shall be calculated without regard to Sears Tower as long as an Event
of Default has not occurred and is not continuing under Section 9.17 and (ii)
shall assume that the Borrower owns 100% of the Equity Interests in the
Co-Borrower if formed as long as the requirements of Section 8.04(b) continue to
be satisfied with respect to the Co-Borrower.

                  (b) All computations of interest and Fees hereunder shall be
made on the basis of a year of 360 days for the actual number of days (including
the first day but excluding the last day, except in the case of Letters of
Credit Fees and Facing Fees, the last day shall be included) occurring in the
period for which such interest or Fees are payable; provided that all
computations of interest on Base Rate Loans determined by reference to the Prime
Lending Rate shall be based on the actual number of days elapsed over a year of
365 days (or 366 days, as the case maybe).



                                     -110-
<PAGE>

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL(A) . THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT AS
SET FORTH BELOW. THE PARTIES ACKNOWLEDGE THAT NEW YORK HAS A SUBSTANTIAL
RELATIONSHIP TO THE UNDERLYING TRANSACTIONS RELATED TO THIS AGREEMENT AND TO THE
PARTIES INVOLVED. NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT: (A) THE
LAW OF THE STATE IN WHICH EACH MORTGAGED PROPERTY IS SITUATED (THE "SITUS
STATE") GOVERNS PROCEDURES FOR ENFORCING, IN THE SITUS STATE, PROVISIONAL
REMEDIES DIRECTLY RELATED TO SUCH MORTGAGED PROPERTY, INCLUDING, WITHOUT
LIMITATION, APPOINTMENT OF A RECEIVER; AND (B) THE LAW OF THE SITUS STATE ALSO
APPLIES TO THE EXTENT, BUT ONLY TO THE EXTENT, NECESSARY TO CREATE, TO PERFECT,
AND TO FORECLOSE THE LIENS CREATED BY THE SECURITY DOCUMENTS, BUT DOES NOT APPLY
TO ANY OBLIGATION SECURED THEREBY. THOSE OBLIGATIONS ARE GOVERNED BY NEW YORK
LAW. IN FURTHERANCE OF THE FOREGOING, THE PARTIES STIPULATE AND AGREE THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS MAY ENFORCE IN ACCORDANCE WITH NEW YORK LAW
ANY OR ALL OF ITS OR THEIR RIGHTS TO SUE ANY CREDIT PARTY TO COLLECT ANY
INDEBTEDNESS OR OTHER OBLIGATION, AND TO OBTAIN A DEFICIENCY JUDGMENT AGAINST
ANY SUCH CREDIT PARTY IN THE SITUS STATE, NEW YORK, OR ELSEWHERE, BEFORE OR
AFTER FORECLOSURE, AND IF THE ADMINISTRATIVE AGENT OR THE LENDERS OBTAIN A
DEFICIENCY JUDGMENT OUTSIDE THE SITUS STATE, IT OR THEY MAY ENFORCE THAT
JUDGMENT IN THE SITUS STATE, AS WELL AS IN OTHER STATES.

                  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK IN EACH CASE
WHICH ARE LOCATED IN THE COUNTY OF NEW YORK AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS. EACH CREDIT PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM
THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD
OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT
SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH CREDIT PARTY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY AT ITS
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
30 DAYS AFTER SUCH MAILING. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND


                                     -111-
<PAGE>
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR
PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE
OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION INCLUDING ANY SITUS STATE.

                  (B) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  13.10 Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which (i) the Borrower, the Administrative
Agent and the Required Lenders shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered the same to the
Administrative Agent at the Notice Office or, in the case of the Lenders, shall
have given to the Administrative Agent telephonic (confirmed in writing),
written or telex notice (actually received) at such office that the same has
been signed and mailed to it and (ii) the conditions contained in Section 5 are
met to the satisfaction of the Administrative Agent and the Required Lenders.
Unless the Administrative Agent has received actual notice from any Lender that
the conditions described in clause (ii) of the preceding sentence have not been
met to its satisfaction, upon the satisfaction of the condition described in
clause (i) of the immediately preceding sentence and upon the Administrative
Agent's good faith determination that the conditions described in clause (ii) of
the immediately preceding sentence have been met, then the Effective Date shall
have been deemed to have occurred, regardless of any subsequent determination
that one or more of the conditions thereto had not been met (although the
occurrence of the Effective Date shall not release the Borrower from any
liability for failure to satisfy one or more of the applicable conditions
contained in Section 5). The Administrative


                                     -112-
<PAGE>
Agent shall give the Borrower and each Lender prompt written notice of the
occurrence of the Effective Date.

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the Borrower and the Required Lenders,
provided that no such change, waiver, discharge or termination shall, without
the consent of each Lender (with Obligations being directly modified in the case
of the following clause (i)), (i) extend the final scheduled maturity of any
Loan or Note or extend the stated expiration date of any Letter of Credit beyond
the Maturity Date, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with the waiver of applicability of any
post-default increase in interest rates), or reduce the principal amount thereof
(it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 13.07(a) shall not constitute a
reduction in the rate or interest or Fees for the purposes of this clause (i)),
(ii) release the Temporary Guarantor from its obligations under the Temporary
Guaranty or release all or substantially all of the Subsidiary Guarantors from
their respective obligations under the Subsidiaries Guaranty (except, in each
case, as expressly permitted by the Credit Documents), (iii) amend, modify or
waive any provision of this Section 13.12 (except for technical amendments with
respect to additional extensions of credit pursuant to this Agreement which
afford the protections to such additional extensions of credit of the type
provided to the Commitments on the Effective Date), (iv) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Revolving Loans are included
on the Effective Date) or (v) consent to the assignment or transfer by the
Borrower or the Temporary Guarantor of any of its rights and obligations under
this Agreement; provided further, that no such change, waiver, discharge or
termination shall (1) increase the Commitment of any Lender over the amount
thereof then in effect without the consent of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Total Commitment shall not
constitute an increase of the Commitment of any Lender, and that an increase in
the available portion of any Commitment of any Lender shall not constitute an
increase of the Commitment of such Lender), (2) without the consent of the
Swingline Lender, alter the Swingline Lender's rights or obligations with
respect to Swingline Loans, (3) without the consent of each Issuing Lender,
amend, modify or waive any provision of Section 2 or alter its rights or
obligations with respect to Letters of Credit or (4) without the consent of the
Administrative Agent, amend, modify or waive any provision of Section 12 or any
other provision as same relates to the rights or obligations of the
Administrative Agent.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the


                                     -113-
<PAGE>
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clause (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders with
one or more Replacement Lenders pursuant to Section 1.14 so long as at the time
of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such non-consenting
Lender's Commitments and/or repay all outstanding Loans of such Lender in
accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless the
Commitments that are terminated, and Loans repaid, pursuant to preceding clause
(B) are immediately replaced in full at such time through the addition of new
Lenders or the increase of the Commitments and/or outstanding Loans of existing
Lenders (who in each case must specifically consent thereto), then in the case
of any action pursuant to preceding clause (B) the Required Lenders (determined
after giving effect to the proposed action) shall specifically consent thereto;
provided further, that in any event the Borrower shall not have the right to
replace a Lender or repay its Loans solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 13.12(a).

                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall
survive the execution, delivery and termination of this Agreement and the Notes
and the making and repayment of the Obligations.

                  13.14 Domicile of Loans. Each Lender may transfer and carry
its Loans at, to or for the account of any office, Subsidiary or Affiliate of
such Lender. Notwithstanding anything to the contrary contained herein, to the
extent that a transfer of Loans pursuant to this Section 13.14 would, at the
time of such transfer, result in increased costs under Sections 1.10, 1.11, 2.06
or 4.04 in excess of those being charged by the respective Lender prior to such
transfer, then the Borrower shall not be obligated to pay such excess increased
costs (although the Borrower, in accordance with and pursuant to the other
provisions of this Agreement, shall be obligated to pay the costs which would
apply in the absence of such designation and any subsequent increased costs of
the type described above resulting from changes after the date of the respective
transfer).

                  13.15 Register. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.15, to maintain a register (the "Register") on which it will
record the Loans made by each of the Lenders and each repayment in respect of
the principal amount of the Loans of each Lender. Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitment of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to this Agreement shall not be effective
until such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitment and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Loans shall
remain owing to the transferor. The registration of assignment or transfer of
all or part of any Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Commitment and any related Loan, or
as soon thereafter


                                     -114-
<PAGE>
as practicable, the assigning or transferor Lender shall surrender the Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Lender and/or
the new Lender at the request of such Lender. The Borrower agrees to indemnify
the Administrative Agent from and against any and all losses, claims, damages
and liabilities of whatsoever nature which may be imposed on, asserted against
or incurred by the Administrative Agent in performing its duties under this
Section 13.15, provided that the Borrower shall have no obligation to indemnify
the Administrative Agent for any loss, claim, damage, liability or expense to
the extent that same resulted from the gross negligence or willful misconduct of
the Administrative Agent (as determined by a court of competent jurisdiction in
a final and non-appealable decision).

                  13.16 Confidentiality. Each Lender agrees that it will (x) use
its reasonable efforts not to disclose without the prior consent of the Borrower
(other than to its affiliates and to its or its affiliates' respective
employees, officers, auditors, examiners, advisors or counsel or to another
Lender if the Lender or such Lender's holding or parent company in its
reasonable good faith discretion determines that any such party should have
access to such information, provided such Persons shall be subject to the
provisions of this Section 13.16 to the same extent as such Lender) any
non-public information with respect to any of the Credit Parties or any of their
respective Subsidiaries which is now or in the future furnished pursuant to this
Agreement or any other Credit Document by the Borrower and (y) use any such
non-public information (A) for purposes relating to this Agreement, the other
Credit Documents or any of the transactions contemplated hereby or thereby
(including, without limitation, in connection with (i) the evaluation,
administration, monitoring or enforcement of any of the Credit Documents or the
Obligations or (ii) satisfying or cooperating in any Person's regulatory or
other compliance requirements) or (B) in connection with other services at the
request or for the benefit of the Borrower and its Subsidiaries, provided that
any Lender may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or Federal regulatory
body having or claiming to have jurisdiction over such Lender or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in respect to any summons or subpoena or
in connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such Lender, (e) to the Administrative Agent
or any other Lender and (f) to any prospective or actual transferee or
participant in connection with any contemplated transfer or participation of any
of the Notes or Commitments or any interest therein by such Lender, provided
that such prospective transferee shall be subject to the provisions of this
Section 13.16.

                  13.17 Limitation on Additional Amounts, etc. Notwithstanding
anything to the contrary contained in Section 1.10, 1.11, 2.06 or 4.04, unless a
Lender gives notice to the Borrower that it is obligated to pay an amount under
the respective Section within 180 days after the later of (x) the date the
Lender incurs the respective increased costs, loss, expense or


                                     -115-
<PAGE>
liability, reduction in amounts received or receivable or reduction in return on
capital or (y) the date such Lender has actual knowledge of its incurrence of
the respective increased costs, loss, expense or liability, reductions in
amounts received or receivable or reduction in return on capital, then such
Lender shall only be entitled to be compensated for such amount by the Borrower
pursuant to said Sections 1.10, 1.11, 2.06 or 4.04, as the case may be, to the
extent the costs, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital are incurred or suffered on or
after the date which occurs 180 days prior to such Lender giving notice to the
Borrower that it is obligated to pay the respective amounts pursuant to said
Sections 1.10, 1.11, 2.06, or 4.04, as the case may be; provided, however, that
if the circumstances giving rise to such claims have a retroactive effect, such
180-day period shall be extended to include the period of such retroactive
effect. This Section 13.17 shall have no applicability to any Section of this
Agreement other than said Sections 1.10, 1.11, 2.06 or 4.04.

                  13.18 No Third Party Beneficiary. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective permitted successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

                  13.19 Waiver of Sovereign Immunity. To the extent that any
Credit Party has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, or otherwise) with respect to
itself or its property, such Credit Party hereby irrevocably waives such
immunity in respect of its obligations hereunder to the extent permitted by
applicable law and, without limiting the generality of the foregoing, agrees
that the waivers set forth in this Section 13.19 shall have the fullest extent
permitted under the Foreign Sovereign Immunities Act of 1976 of the United
States and are intended to be irrevocable for purposes of such Act.

                  13.20 Judgment Currency. (a) The Credit Parties' obligations
hereunder and under the other Credit Documents to make payments in Dollars (the
"Obligation Currency") shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or the
respective Lender of the full amount of the Obligation Currency expressed to be
payable to the Administrative Agent or such Lender under this Agreement or the
other Credit Documents. If for the purpose of obtaining or enforcing judgment
against any Credit Party in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "Judgment
Currency") an amount due in the Obligation Currency, the conversion shall be
made at the rate of exchange (as quoted by the Administrative Agent in good
faith or if the Administrative Agent does not quote a rate of exchange on such
currency, by a known dealer in such currency designated by the Administrative
Agent) determined, in each case, as of the day on which the judgment is given
(such Business Day being hereinafter referred to as the "Judgment Currency
Conversion Date").

                  (b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Borrower covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount), as may
be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.


                                     -116-
<PAGE>
                  (c) For purposes of determining any rate of exchange for this
Section 13.20, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.

                  13.21 Maximum Rate. Notwithstanding anything to the contrary
contained elsewhere in this Agreement or in any other Credit Document, the
Borrower, the Administrative Agent and the Lenders hereby agree that all
agreements among them under this Agreement and the other Credit Documents,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever shall the amount
paid, or agreed to be paid, to the Administrative Agent or any Lender for the
use, forbearance, or detention of the money loaned to the Borrower and evidenced
hereby or thereby or for the performance or payment of any covenant or
obligation contained herein or therein, exceed the Highest Lawful Rate. If due
to any circumstance whatsoever, fulfillment of any provisions of this Agreement
or any of the other Credit Documents at the time performance of such provision
shall be due shall exceed the Highest Lawful Rate, then, automatically, the
obligation to be fulfilled shall be modified or reduced to the extent necessary
to limit such interest to the Highest Lawful Rate, and if from any such
circumstance any Lender should ever receive anything of value deemed interest by
applicable law which would exceed the Highest Lawful Rate, such excessive
interest shall be applied to the reduction of the principal amount then
outstanding hereunder or on account of any other then outstanding Obligations
and not to the payment of interest, or if such excessive interest exceeds the
principal unpaid balance then outstanding hereunder and such other then
outstanding Obligations, such excess shall be refunded to the Borrower. All sums
paid or agreed to be paid to the Administrative Agent or any Lender for the use,
forbearance, or detention of the Obligations and other Indebtedness of the
Borrower to the Administrative Agent or any Lender shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Indebtedness until payment in full so that the
actual rate of interest on account of all such Indebtedness does not exceed the
Highest Lawful Rate throughout the entire term of such Indebtedness. The terms
and provisions of this Section 13.21 shall control every other provision of this
Agreement and all agreements among the Borrower, the Administrative Agent and
the Lenders.

                  13.22 Temporary Guaranty. The Lenders hereby acknowledge that
the Temporary Guarantor has been released from its obligations under the
Temporary Guaranty and has ceased to be a Credit Party under the Existing
Agreement and that the provisions of the Existing Agreement have ceased to be
applicable to the Temporary Guarantor and its Subsidiaries other than the
Borrower and its Subsidiaries.

                  13.23 Agreement Among Signing Lenders. Each of the Lenders
party to the Existing Agreement which executes and delivers a counterpart of
this Agreement (and the successors and assigns of each such Lender) (each of the
foregoing Lenders and their successors and assigns are herein called "Signing
Lenders") hereby agrees for the benefit of each other Signing Lender, that no
such Signing Lender shall agree to any amendment, modification or waiver of (i)
this Agreement the effect of which could release all or a material portion of
the Collateral (except, in each case, as expressly permitted by the Credit
Documents), (ii) this Agreement the effect of which would allow the assignment
or transfer by the Co-Borrower (if formed) or any of its rights and obligations
under this Agreement or (iii) this Section 13.23, in


                                     -117-
<PAGE>
each case without the prior written consent of the Required Lenders and also of
each of the Signing Lenders.


                                      * * *



                                     -118-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:
-------
Trizec Properties, Inc.                 TRIZEC PROPERTIES, INC.,
233 South Wacker Drive, Suite 4600          as Borrower
Chicago, Illinois  60606
Telephone:  (312) 382-7626
Facsimile:    (312) 466-0185
Attention:  Jeffrey Echt                By:
                                            -----------------------------------
                                             Title:

                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            Individually and as Administrative
                                            Agent


                                        By:
                                            -----------------------------------
                                             Title:


                                        BANK OF AMERICA, N.A.


                                        By:
                                            -----------------------------------
                                             Title:



                                        BANK OF MONTREAL


                                        By:
                                            -----------------------------------
                                             Title:


                                        THE BANK OF NOVA SCOTIA,
                                             NEW YORK AGENCY


                                        By:
                                            -----------------------------------
                                             Title:


                                        ING (US) CAPITAL LLC


                                        By:
                                            -----------------------------------
                                             Title:


                                        By:
                                            -----------------------------------
                                             Title:


                                     (cxix)
<PAGE>

                                        DRESDNER BANK AG, NEW YORK AND GRAND
                                           CAYMAN BRANCHES


                                        By:
                                            -----------------------------------
                                             Title:


                                        By:
                                            -----------------------------------
                                             Title:

                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By:
                                            -----------------------------------
                                            Title:


                                        KEY BANK NATIONAL ASSOCIATION


                                        By:
                                            -----------------------------------
                                            Title:



                                        US BANK NATIONAL ASSOCIATION


                                        By:
                                            -----------------------------------
                                            Title:



                                        COMERICA BANK


                                        By:
                                            -----------------------------------
                                            Title:



                                        UNION BANK OF CALIFORNIA, N.A.


                                        By:
                                            -----------------------------------
                                            Title:


                                      -cxx-