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EXHIBIT 10.46 CREDIT AGREEMENT for $250,000,000 Credit Facility
dated as of February 10, 2005 among EOP OPERATING LIMITED PARTNERSHIP, THE BANKS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent, and WACHOVIA CAPITAL MARKETS, LLC,
as Sole Lead Arranger and Sole Bookrunner




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TABLE OF CONTENTS ARTICLE IDEFINITIONSSECTION 1.1.
    
    Definitions
    
    
    1SECTION 1.2.
    
    Accounting Terms and Determinations
    
    
    26SECTION 1.3.
    
    Types of Borrowings
    
    
    26ARTICLE IITHE CREDITSSECTION 2.1.
    
    Commitments to Lend
    
    
    27SECTION 2.2.
    
    Notice of Borrowing
    
    
    27SECTION 2.3.
    
    Optional Increase in Commitments
    
    
    27SECTION 2.4.
    
    Intentionally Omitted
    
    
    28SECTION 2.5.
    
    Notice to Banks; Funding of Loans
    
    
    28SECTION 2.6.
    
    Notes
    
    
    29SECTION 2.7.
    
    Method of Electing Interest Rates
    
    
    30SECTION 2.8.
    
    Interest Rates
    
    
    31SECTION 2.9.
    
    Mandatory Prepayments
    
    
    32SECTION 2.10.
    
    Maturity Date
    
    
    33SECTION 2.11.
    
    Optional Prepayments
    
    
    33SECTION 2.12.
    
    General Provisions as to Payments
    
    
    33SECTION 2.13.
    
    Funding Losses
    
    
    34SECTION 2.14.
    
    Computation of Interest and Fees
    
    
    35SECTION 2.15.
    
    Use of Proceeds
    
    
    35ARTICLE IIICONDITIONSSECTION 3.1.
    
    Closing
    
    
    35SECTION 3.2.
    
    Borrowings
    
    
    37ARTICLE IVREPRESENTATIONS AND WARRANTIESSECTION 4.1.
    
    Existence and Power
    
    
    38SECTION 4.2.
    
    Power and Authority
    
    
    38SECTION 4.3.
    
    No Violation
    
    
    39SECTION 4.4.

    
    Financial Information
    
    
    39SECTION 4.5.
    
    Litigation
    
    
    40SECTION 4.6.
    
    Compliance with ERISA
    
    
    40
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SECTION 4.7.
    
    Environmental
    
    
    41SECTION 4.8.
    
    Taxes
    
    
    41SECTION 4.9.
    
    Full Disclosure
    
    
    41SECTION 4.10.
    
    Solvency
    
    
    41SECTION 4.11.
    
    Use of Proceeds
    
    
    41SECTION 4.12.
    
    Governmental Approvals
    
    
    42SECTION 4.13.
    
    Investment Company Act; Public Utility Holding Company Act
    
    
    42SECTION 4.14.
    
    Principal Offices
    
    
    42SECTION 4.15.
    
    REIT Status
    
    
    42SECTION 4.16.
    
    Patents, Trademarks, etc
    
    
    42SECTION 4.17.
    
    Judgments
    
    
    42SECTION 4.18.
    
    No Default
    
    
    42SECTION 4.19.
    
    Licenses, etc
    
    
    43SECTION 4.20.
    
    Compliance With Law
    
    
    43SECTION 4.21.
    
    No Burdensome Restrictions
    
    
    43SECTION 4.22.
    
    Brokers Fees
    
    
    43SECTION 4.23.
    
    Labor Matters
    
    
    43SECTION 4.24.
    
    Insurance
    
    
    43SECTION 4.25.
    
    Organizational Documents
    
    
    44SECTION 4.26.
    
    Qualifying Unencumbered Properties
    
    
    44SECTION 4.27.
    
    Tax Shelter Regulations
    
    
    44ARTICLE VAFFIRMATIVE AND NEGATIVE COVENANTSSECTION 5.1.
    
    Information
    
    
    44SECTION 5.2.
    
    Payment of Obligations
    
    
    47SECTION 5.3.
    
    Maintenance of Property; Insurance; Leases
    
    
    47SECTION 5.4.
    
    Maintenance of Existence
    
    
    48SECTION 5.5.
    
    Compliance with Laws
    
    
    48SECTION 5.6.
    
    Inspection of Property, Books and Records
    
    
    48SECTION 5.7.
    
    Existence
    
    
    48SECTION 5.8.
    
    Financial Covenants
    
    
    49SECTION 5.9.
    
    Restriction on Fundamental Changes
    
    
    50SECTION 5.10.
    
    Changes in Business
    
    
    51SECTION 5.11.
    
    EOPT Status
    
    
    51SECTION 5.12.
    
    Other Indebtedness
    
    
    53SECTION 5.13.
    
    Forward Equity Contracts
    
    
    53
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ARTICLE VIDEFAULTSSECTION 6.1.
    
    Events of Default
    
    
    53SECTION 6.2.
    
    Rights and Remedies
    
    
    56SECTION 6.3.
    
    Notice of Default
    
    
    57SECTION 6.4.
    
    Distribution of Proceeds after Default
    
    
    57ARTICLE VIITHE AGENTSSECTION 7.1.
    
    Appointment and Authorization
    
    
    57SECTION 7.2.
    
    Agency and Affiliates
    
    
    57SECTION 7.3.
    
    Action by Administrative Agent and Lead Arranger
    
    
    58SECTION 7.4.
    
    Consultation with Experts
    
    
    58SECTION 7.5.
    
    Liability of Administrative Agent
    
    
    58SECTION 7.6.
    
    Indemnification
    
    
    58SECTION 7.7.
    
    Credit Decision
    
    
    59SECTION 7.8.
    
    Successor Administrative Agent or Lead Arranger
    
    
    59SECTION 7.9.
    
    Consents and Approvals
    
    
    60ARTICLE VIIICHANGE IN CIRCUMSTANCESSECTION 8.1.
    
    Basis for Determining Interest Rate Inadequate or Unfair
    
    
    61SECTION 8.2.
    
    Illegality
    
    
    61SECTION 8.3.
    
    Increased Cost and Reduced Return
    
    
    62SECTION 8.4.
    
    Taxes
    
    
    63SECTION 8.5.
    
    Base Rate Loans Substituted for Affected Euro-Dollar Loans
    
    
    65ARTICLE IXMISCELLANEOUSSECTION 9.1.
    
    Notices
    
    
    66SECTION 9.2.
    
    No Waivers
    
    
    66SECTION 9.3.
    
    Expenses; Indemnification
    
    
    66SECTION 9.4.
    
    Sharing of Set-Offs
    
    
    68SECTION 9.5.
    
    Amendments and Waivers
    
    
    68SECTION 9.6.
    
    Successors and Assigns
    
    
    69SECTION 9.7.
    
    Collateral
    
    
    71SECTION 9.8.
    
    Governing Law; Submission to Jurisdiction
    
    
    71SECTION 9.9.
    
    Counterparts; Integration;. Effectiveness
    
    
    72SECTION 9.10.
    
    WAIVER OF JURY TRIAL
    
    
    72SECTION 9.11.
    
    Survival
    
    
    72
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SECTION 9.12.
    
    Domicile of Loans
    
    
    72SECTION 9.13.
    
    Limitation of Liability
    
    
    72SECTION 9.14.
    
    Recourse Obligation
    
    
    72SECTION 9.15.
    
    Confidentiality
    
    
    73SECTION 9.16.
    
    Banks Failure to Fund
    
    
    73SECTION 9.17.
    
    Banks ERISA Covenant
    
    
    78SECTION 9.18.
    
    Administrative Agent May File Proofs of Claim
    
    
    79
 SCHEDULE 1.1
SCHEDULE 4.4 (b)
SCHEDULE 4.6 SCHEDULE 5.11(c)(l)
SCHEDULE 5.11(c)(2)
SCHEDULE 5.11(c)(3) iv




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CREDIT AGREEMENT THIS
CREDIT AGREEMENT (this Agreement) dated as of
February 10, 2005 among EOP OPERATING LIMITED PARTNERSHIP (the
Borrower), the BANKS listed on the signature pages hereof, WACHOVIA
BANK, NATIONAL ASSOCIATION, as Administrative Agent, and WACHOVIA CAPITAL MARKETS, LLC, as Sole
Lead Arranger and Sole Bookrunner. W I T N E S S E T H The parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. The following terms, as used herein, have the following
meanings: Administrative Agent shall mean Wachovia Bank, National Association, in its capacity as
Administrative Agent hereunder, and its permitted successors in such capacity in accordance with
the terms of this Agreement. Administrative Questionnaire means with respect to each Bank, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative
Agent (with a copy to the Borrower) duly completed by such Bank. Affiliate Qualified Institution means one or more banks, finance companies, insurance or
other financial institutions which (A) has (or, in the case of a bank or other financial
institution which is a subsidiary, such banks or financial institutions parent has) a rating of
its senior unsecured debt obligations of not less than Baa-1 by Moodys or a comparable rating by a
rating agency acceptable to Administrative Agent and (B) has total assets in excess of Five Hundred
Million Dollars ($500,000,000). Agent-Related Persons means the Administrative Agent, together with its affiliates, and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. Agents shall mean the Administrative Agent and the Lead Arranger, collectively.




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Agreement shall mean this Credit Agreement as the same may from time to time hereafter
be modified, supplemented or amended. Applicable Interest Rate means (i) with respect to any Fixed Rate Indebtedness, the fixed
interest rate applicable to such Fixed Rate Indebtedness at the time in question, and (ii) with
respect to any Floating Rate Indebtedness, either (x) the rate at which the interest rate
applicable to such Floating Rate Indebtedness is actually capped (or fixed pursuant to an interest
rate hedging device), at the time of calculation, if Borrower has entered into an interest rate cap
agreement or other interest rate hedging device with respect thereto or (y) if Borrower has not
entered into an interest rate cap agreement or other interest rate hedging device with respect to
such Floating Rate Indebtedness, the greater of (A) the rate at which the interest rate applicable
to such Floating Rate Indebtedness could be fixed for the remaining term of such Floating Rate
Indebtedness, at the time of calculation, by Borrowers entering into any unsecured interest rate
hedging device either not requiring an upfront payment or if requiring an upfront payment, such
upfront payment shall be amortized over the term of such device and included in the calculation of
the interest rate (or, if such rate is incapable of being fixed by entering into an unsecured
interest rate hedging device at the time of calculation, a fixed rate equivalent reasonably
determined by Administrative Agent) or (B) the floating rate applicable to such Floating Rate
Indebtedness at the time in question. Applicable Lending Office means with respect to any Bank, (i) in the case of its Base Rate
Loans, its Domestic Lending Office, and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar
Lending Office. Applicable Margin means with respect to each Loan, the respective percentages per annum
determined, at any time, based on the range into which Borrowers Credit Rating then falls, in
accordance with the table set forth below. Any change in Borrowers Credit Rating causing it to
move to a different range on the table shall effect an immediate change in the Applicable Margin.
In the event that Borrower receives only two (2) Credit Ratings, and such Credit Ratings are not
equivalent, the Applicable Margin shall be determined by the lower of such two (2) Credit Ratings.
In the event that Borrower receives more than two (2) Credit Ratings, and such Credit Ratings are
not all equivalent, the Applicable Margin shall be determined by the higher of the ratings from S&P
and Moodys; provided that the rating from one of the other Rating Agencies shall be at least
equivalent to such higher rating; provided, further, that if the rating from one of the
other Rating Agencies is not at least equivalent to the higher of the ratings from S&P and Moodys,
then the Applicable Margin shall be determined by the second (2nd) highest Credit Rating. In the
event that only one of the Rating Agencies shall have set Borrowers Credit Rating, then the
Applicable Margin shall be based on such rating only. 2




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Range of
    
    ApplicableBorrowers
    
    Margin for
    
    
    ApplicableCredit Rating
    
    Base Rate
    
    
    Margin for Euro(S&P/Moodys
    
    Loans
    
    
    Dollar LoansRatings)
    
    (% per annum)
    
    
    (% per annum)Non-Investment Grade
    
    
    0.0
    
    
    
    1.00BBB-/Baa3
    
    
    0.0
    
    
    
    0.50BBB/Baa2
    
    
    0.0
    
    
    
    0.40BBB+/Baal
    
    
    0.0
    
    
    
    0.35A-/A3 or better
    
    
    0.0
    
    
    
    0.30
 Notwithstanding the foregoing, however, if the Borrower shall exercise the Increase Option,
then, effective as of the date on which an amendment is effective increasing the aggregate amount
of the Commitments, the Applicable Margin shall be as follows: Range of
    
    ApplicableBorrowers
    
    Margin for
    
    
    ApplicableCredit Rating
    
    Base Rate
    
    
    Margin for Euro(S&P/Moodys
    
    Loans Dollar
    
    
    LoansRatings)
    
    (% per annum)
    
    
    (% per annum)Non-Investment Grade
    
    
    0.0
    
    
    
    1.10BBB-/Baa3
    
    
    0.0
    
    
    
    0.75BBB/Baa2
    
    
    0.0
    
    
    
    0.55BBB+/Baal
    
    
    0.0
    
    
    
    0.45A-/A3 or better
    
    
    0.0
    
    
    
    0.40
 Assignee has the meaning set forth in Section 9.6(c). Authorized Officer means any of Maureen Fear, Michael Byrne, Marsha Williams, Sheri
Zinkovich, Erin Shumacher, Patty Noftz, or any other officer of Borrower who Borrower shall notify
the Administrative Agent is an Authorized Officer.  3




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Balance Sheet Indebtedness means with respect to any Person and assuming such Person is
required to prepare financial statements in accordance with GAAP, without duplication, the
Indebtedness of such Person which would be required to be included on the liabilities side of the
balance sheet of such Person in accordance with GAAP. Notwithstanding the foregoing, Balance Sheet
Indebtedness shall include current liabilities and all guarantees of Indebtedness of any Person. Balloon Payments shall mean with respect to any loan constituting Balance Sheet
Indebtedness, any required principal payment of such loan which is either (i) payable at the
maturity of such Indebtedness or (ii) in an amount which exceeds fifteen percent (15%) of the
original principal amount of such loan; provided,
however, that the final payment of a
fully amortizing loan shall not constitute a Balloon Payment. Bank means each entity (other than Borrower) listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective successors. Bankruptcy Code shall mean Title 11 of the United States Code, entitled Bankruptcy,
as amended from time to time, and any successor statute or statutes. Base Rate means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for
such day and (ii) the sum of 0.5% plus the Federal Funds Rate for such day. Each change in the Base
Rate shall become effective automatically as of the opening of business on the date of such change
in the Base Rate, without prior written notice to Borrower or Banks. Base Rate Loan means a Loan to be made by a Bank as a Base Rate Loan in accordance with
the provisions of this Agreement. Benefit Arrangement means at anytime an employee benefit plan within the meaning of
Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or
otherwise contributed to by any member of the ERISA Group. Borrower
means EOP Operating Limited Partnership, a Delaware limited partnership. Borrowers Share means Borrowers and EOPTs direct or indirect share of an Investment
Affiliate based upon Borrowers and EOPTs percentage ownership (whether direct or indirect) of
such Investment Affiliate. Borrowing has the meaning set forth in Section 1.3. Business Day means any day except a Saturday, Sunday or other day on which commercial banks
are authorized by law to close (i) in [Charlotte, North Carolina], and (ii) in the case of
Euro-Dollar Loans, in London, England and/or [Charlotte, North Carolina]. 4




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Capital Leases as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that Person. Cash or Cash Equivalents shall mean: (a) cash; (b) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by an agency thereof and
backed by the full faith and credit of the United States, in each case maturing within one (1) year
after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P,
Moodys or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then
from such other nationally recognized rating services acceptable to Administrative Agent ); (d)
domestic corporate bonds, other than domestic corporate bonds issued by Borrower or any of its
Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the
time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P,
Moodys or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then
from such other nationally recognized rating services acceptable to Administrative Agent); (e)
variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by
Borrower or any of its Affiliates, maturing or resetting no more than one (1) year after the date
of acquisition thereof and having a rating of at least AA or the equivalent from two of S&P,
Moodys or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then
from such other nationally recognized rating services acceptable to Administrative Agent); (f)
commercial paper (foreign and domestic) or master notes, other than commercial paper or master
notes issued by Borrower or any of its affiliates, and, at the time of acquisition, having a
long-term rating of at least A or the equivalent from S&P, Moodys or Fitch and having a short-term
rating of at least A-l and P-l from S&P and Moodys, respectively (or, if at any time neither S&P
nor Moodys shall be rating such obligations, then the highest rating from such other nationally
recognized rating services acceptable to Administrative Agent); (g) domestic and Eurodollar
certificates of deposit or domestic time deposits or Eurodollar deposits or bankers acceptances
(foreign or domestic) that are issued by a bank (I) which has, at the time of acquisition, a
long-term rating of at least A or the equivalent from S&P, Moodys or Fitch and (II) if a domestic
bank, which is a member of the Federal Deposit Insurance Corporation; and (h) overnight securities
repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of
securities or debt instruments, provided that the collateral supporting such repurchase agreements
shall have a value not less than 101% of the principal amount of the repurchase agreement plus
accrued interest. Cash Flow means, for any period, EBITDA for such period, as adjusted for a normalized
recurring level of capital expenditures by Borrower for such period, which adjustment shall be at
the rate of One Dollar and Fifty cents ($1.50) per square foot per annum of office space leased as
of the applicable date of determination for (i) all Office Properties of Borrower and Consolidated
Subsidiaries, and (ii) Borrowers Share of each Office Property of an Invest- 5




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ment Affiliate (provided that, as to any Office Property acquired during such period such
$1.50 per square foot adjustment shall be pro-rated for the period of ownership). Closing Date means the date on which the conditions set forth in Section 3.1 shall have been
satisfied to the satisfaction of the Administrative Agent. Code shall mean the Internal Revenue Code of 1986, as amended, and as it may be further
amended from time to time, any successor statutes thereto, and applicable U.S. Department of
Treasury regulations issued pursuant thereto in temporary or final form. Commitment means with respect to each Bank, the amount set forth under the name of such Bank
on the signature pages hereof (and, for each Bank which is an Assignee, the amount set forth in the
Transfer Supplement entered into pursuant to Section 9.6(c) as the Assignees Commitment), as such
amount may be reduced from time to time pursuant to Section 2.1 l(c) or in connection with an
assignment to an Assignee. Consolidated Subsidiary means at any date any Subsidiary or other entity which is
consolidated with Borrower or EOPT in accordance with GAAP. Consolidated Tangible Net Worth means, at anytime, the tangible net worth of Borrower, on a
consolidated basis, determined in accordance with GAAP, plus all accumulated depreciation and
amortization of Borrower plus Borrowers Share of accumulated depreciation and amortization of
Investment Affiliates, deducted, in either case, from earnings in calculating Net Income. Contingent Obligation as to any Person means, without duplication, (i) any contingent
obligation of such Person required to be shown on such Persons balance sheet in accordance with
GAAP, and (ii) any obligation required to be disclosed in the footnotes to such Persons financial
statements, guaranteeing partially or in whole any Non-Recourse Indebtedness, lease, dividend or
other obligation, exclusive of contractual indemnities (including, without limitation, any
indemnity or price-adjustment provision relating to the purchase or sale of securities or other
assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have
not yet been called on or quantified, of such Person or of any other Person. The amount of any
Contingent Obligation described in clause (ii) shall be deemed to be (a) with respect to a guaranty
of interest or interest and principal, or operating income guaranty, the Net Present Value of the
sum of all payments required to be made thereunder (which in the case of an operating income
guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated
at the Applicable Interest Rate, through (i) in the case of an interest or interest and principal
guaranty, the stated date of maturity of the obligation (and commencing on the date interest could
first be payable thereunder), or (ii) in the case of an operating income guaranty, the date through
which such guaranty will remain in effect, and (b) with respect to all guarantees not covered by
the preceding clause (a), an amount equal to the stated or determinable amount of the primary
obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such 6




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Person is required to perform thereunder) as recorded on the balance sheet and on the
footnotes to the most recent financial statements of Borrower required to be delivered pursuant to
Section 5.1 hereof. Notwithstanding anything contained herein to the contrary, guarantees of
completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or
performance has been made thereunder, at which time any such guaranty of completion shall be deemed
to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding
sentence, (i) in the case of a joint and several guaranty given by such Person and another Person
(but only to the extent such guaranty is recourse, directly or indirectly to Borrower), the amount
of the guaranty shall be deemed to be 100% thereof unless and only to the extent that such other
Person has delivered Cash or Cash Equivalents to secure all or any part of such Persons guaranteed
obligations and (ii) in the case of a guaranty (whether or not joint and several) of an obligation
otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to
be only that amount in excess of the amount of the obligation constituting Indebtedness of such
Person. Notwithstanding anything contained herein to the contrary, Contingent Obligations shall
be deemed not to include guarantees of Unused Commitments or of construction loans to the extent
the same have not been drawn. All matters constituting Contingent Obligations shall be calculated
without duplication. Convertible Securities means evidences of shares of stock, limited or general partnership
interests or other ownership interests, warrants, options, or other rights or securities which are
convertible into or exchangeable for, with or without payment of additional consideration, common
shares of beneficial interest of EOPT or partnership interests of Borrower, as the case may be,
either immediately or upon the arrival of a specified date or the happening of a specified event. Credit Rating means the rating assigned by the Rating Agencies to Borrowers senior
unsecured long term indebtedness. Debt Restructuring means a restatement of, or material change in, the amortization or other
financial terms of any Indebtedness of EOPT, the Borrower or any Subsidiary or Investment
Affiliate. Debt Service means, for any period and without duplication, Interest Expense for such period
plus scheduled principal amortization (excluding Balloon Payments) for such period on all Balance
Sheet Indebtedness of Borrower on a consolidated basis, plus Borrowers Share of scheduled
principal amortization (excluding Balloon Payments) for such period on all Balance Sheet
Indebtedness of Investment Affiliates. Default means any condition or event which with the giving of notice or lapse of time or
both would, unless cured or waived, become an Event of Default. Default Rate has the meaning set forth in Section 2.8(d). 7




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Development Activity means (a) the development and construction of office buildings and
parking facilities by the Borrower or any of its Financing Partnerships or Joint Venture
Subsidiaries excluding Unimproved Assets, (b) the financing by the Borrower or any of its Financing
Partnerships or Joint Venture Subsidiaries of any such development or construction and (c) the
incurrence by the Borrower or any of its Financing Partnerships or Joint Venture Subsidiaries of
any Contingent Obligations in connection with such development or construction (other than purchase
contracts for Real Property Assets which are not payable until after completion of development or
construction). For purposes of Section 5.8(j) hereof, the value of Development Activity shall
mean (i) in the case of the development and construction by the Borrower or any of its Financing
Partnerships described in clause (a) of this definition, the full cost budget to complete such
development and construction, (ii) in the case of the development and construction by a Joint
Venture Subsidiary of the Borrower described in clause (a) of this definition, an amount equal to
the product of (AA) the full cost budget to complete such development and construction, multiplied
by (BB) Borrowers Share of such Joint Venture Subsidiary, (iii) in the case of the financing of
any development and construction by the Borrower or any of its Financing Partnerships described in
clause (b) of this definition, the amount the Borrower or any Financing Partnership has committed
to fund to pay the cost to complete such development and construction, (iv) in the case of the
financing of any development and construction by a Joint Venture Subsidiary of the Borrower
described in clause (b) of this definition, an amount equal to the product of (AA) the amount such
Joint Venture Subsidiary has committed to fund to pay the cost to complete such development and
construction, multiplied by (B) Borrowers Share of such Joint Venture Subsidiary, (v) in the case
of the incurrence of any Contingent Obligations in connection with any development and construction
by the Borrower or any of its Financing Partnerships described in clause (c) of this definition,
the amount of such Contingent Obligation of the Borrower or such Financing Partnership, (vi) in the
case of the incurrence of any Contingent Obligations in connection with any development and
construction by a Joint Venture Subsidiary of the Borrower described in clause (c) of this
definition, an amount equal to the product of (AA) the amount of such Contingent Obligation of such
Joint Venture Subsidiary, multiplied by (BB) Borrowers Share of such Joint Venture Subsidiary. Domestic Lending Office means, as to each Bank, its office located at its address in the
United States set forth in its Administrative Questionnaire (or identified in its Administrative
Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter
designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent. EBITDA means, for any period (i) Net Income for such period, plus (ii) depreciation and
amortization expense and other non-cash items deducted in the calculation of Net Income for such
period, plus (iii) Interest Expense deducted in the calculation of Net Income for such period, plus
(iv) Taxes (net of any Taxes actually paid to, or withheld by, any foreign jurisdiction with
respect to any Real Property Asset located outside of the United States) deducted in the
calculation of Net Income for such period, plus (v) Borrowers Share of the Investment Affiliate
EBITDA for each Investment Affiliate, minus (vi) the gains (and plus the losses) from extraordinary
items or asset sales or write-ups or forgiveness of indebtedness  8




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included (or deducted) in the calculation of Net Income for such period, all of the
foregoing without duplication. Environmental Affiliate means any partnership, joint venture, trust or corporation in which
an equity interest is owned directly or indirectly by the Borrower and, as a result of the
ownership of such equity interest, Borrower may have recourse liability for Environmental Claims
against such partnership, joint venture, trust or corporation (or the property thereof). Environmental Claim means, with respect to any Person, any notice, claim, demand or similar
communication (written or oral) by any other Person alleging potential liability of such Person for
investigatory costs, cleanup costs, governmental response costs, natural resources damage, property
damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the
presence, or release into the environment, of any Materials of Environmental Concern at any
location, whether or not owned by such Person or (ii) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law, in each case (with respect to both (i)
and (ii) above) as to which there is a reasonable possibility of an adverse determination with
respect thereto and which, if adversely determined, would have a Material Adverse Effect on the
Borrower. Environmental Laws means any and all federal, state, and local statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits,
concessions, grants, licenses, agreements and other governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions, discharges or releases
of Materials of Environmental Concern into the environment including, without limitation, ambient
air, surface water, ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Materials of
Environmental Concern or the clean up or other remediation thereof. EOPT means Equity Office Properties Trust, a Maryland real estate investment trust, the sole
managing general partner of the Borrower. EOPT Guaranty means the Guaranty of Payment, dated as of even date herewith, executed by and
between EOPT and Administrative Agent for the benefit of the Banks. ERISA means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute. ERISA Group means the Borrower, any Subsidiary, EOPT and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under common control and
all members of an affiliated service group which, together with the Borrower, any Subsidiary or
EOPT, are treated as a single employer under Section 414 of the Code or Section 4001(b)(l) of
ERISA. Euro-Dollar Borrowing has the meaning set forth in Section 1.3. 9




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Euro-Dollar Lending Office means, as to each Bank, its office, branch or affiliate
located at its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or
affiliate of such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to
the Borrower and the Administrative Agent. Euro-Dollar Loan means a Loan to be made by a Bank as a Euro-Dollar Loan in accordance with
the applicable Notice of Borrowing. Euro-Dollar Rate means for any Interest Period with respect to any Euro-Dollar Loan, a rate
per annum determined by Administrative Agent pursuant to the following formula: Euro-Dollar Base RateEuro-Dollar Rate =
    
    1.00 - Euro-Dollar Reserve Percentage
 Where, Euro-Dollar Base Rate means, for such Interest Period: (a) the rate per annum equal to the rate determined by the Administrative Agent
to be the offered rate that appears on the page of the Telerate screen (or any successor
thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in
dollars (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding clause (a) does not appear on such page
or service or such page or service shall not be available, the rate per annum equal to the
rate that appears on Reuters Screen LIBO Page as the London interbank offered rate for deposits in
dollars (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to
the first day of such Interest Period; provided, however, if more than one rate is specified on
Reuters Screen LIBO page, the applicable rate shall be the arithmetic mean of all such rates, or (c) If the rates referenced in the preceding clauses (a) and (b) are not available,
the rate per annum determined by the Administrative Agent as the rate of interest at which
deposits in dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Euro-Dollar Loan being made, continued or converted by the Banks,
and with a term equivalent to such Interest Period would be offered by Wachovia Bank, National
Associations London Branch to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of
such Interest Period. Euro-Dollar Reserve Percentage means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in effect on 10




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such day, whether or not applicable to any Lender, under regulations issued from time to time
by the Federal Reserve Board for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding
(currently referred to as Eurocurrency liabilities). The Euro-Dollar Rate for each outstanding
Euro-Dollar Loan shall be adjusted automatically as of the effective date of any change in the
Euro-Dollar Reserve Percentage. Event of Default has the meaning set forth in Section 6.1. Existing Revolving Credit Facility shall mean the revolving credit facility evidenced by
that certain Revolving Credit Agreement, dated as of May 9, 2003 (the Existing Credit Agreement),
among Borrower, the Banks listed therein, Banc of America Securities LLC and J.P. Morgan Securities
Inc., as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Administrative
Agent, JPMorgan Chase Bank, as Syndication Agent, Bank One, NA, as Documentation Agent and others
with respect to Borrowers existing $1,000,000,000 revolving
credit facility, as the same may be
amended, modified, supplemented or replaced from time to time. Federal Funds Rate means, for any day, the rate per annum (rounded upward, if necessary, to
the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative
Agent on such day on such transactions as determined by the Administrative Agent. Federal Reserve Board means the Board of Governors of the Federal Reserve System as
constituted from time to time. FFO means funds from operations as defined in accordance with resolutions adopted by the
Board of Governors of the National Association of Real Estate Investment Trusts as in effect from
time to time; provided that FFO shall (i) be based on net income before payment of distributions to
holders of preferred partnership units in the Borrower and distributions necessary to pay holders
of preferred stock of EOPT, and (ii) at all times exclude (a) charges for non-cash impairments
taken in accordance with GAAP, and (b) non-recurring charges. Financing Partnerships means any Subsidiary which is wholly-owned, directly or indirectly,
by Borrower or by Borrower and EOPT, with EOPT holding, directly or indirectly other than through
its interest in Borrower, no more than a 2% economic interest in such Subsidiary. 11




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Fiscal Quarter means a fiscal quarter of a Fiscal Year. Fiscal Year means the fiscal year of Borrower and EOPT. Fitch means Fitch, Inc., or any successor thereto. Fixed Charges for any Fiscal Quarter period means the sum of (i) Debt Service for such
period, (ii) dividends on preferred units payable by Borrower for such period, and (iii)
distributions made by Borrower in such period to EOPT for the purpose of paying dividends on
preferred shares in EOPT. Fixed Rate Borrowing has the meaning set forth in Section 1.3. Fixed Rate Indebtedness means all Indebtedness which accrues interest at a fixed rate. Floating Rate Indebtedness means all Indebtedness which is not Fixed Rate Indebtedness
and which is not a Contingent Obligation or an Unused Commitment. GAAP means generally accepted accounting principles recognized as such in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination. Governmental Authority means any nation or government, any federal, state, local or other
political subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government. Group of Loans means, at any time, a group of Loans consisting of (i) all Loans which are
Base Rate Loans at such time, or (ii) all Euro-Dollar Loans having the same Interest Period at such
time; provided that, if a Loan of any particular Bank is converted to or made as a Base Rate Loan
pursuant to Section 8.2 or 8.5, such Loan shall be included in the same Group or Groups of Loans
from time to time as it would have been in if it had not been so converted or made. Increase Option has the meaning set forth in Section 2.3. Indebtedness as applied to any Person (and without duplication), means (a) all indebtedness,
obligations or other liabilities of such Person for borrowed money, (b) all indebtedness,
obligations or other liabilities of such Person evidenced by Securities or other similar
instruments, (c) all Contingent Obligations of such Person, (d) all reimbursement obligations and
other liabilities of such Person with respect to letters of credit or bankers acceptances issued
for such Persons account or other similar instruments for which a contingent liability exists, (e)
all 12




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obligations of such Person to pay the deferred purchase price of Property or services, (f) all
obligations in respect of Capital Leases (including, without limitation, ground leases to the
extent such ground leases constitute Capital Leases) of such Person, (g) all indebtedness
obligations or other liabilities of such Person or others secured by a Lien on any asset of such
Person, whether or not such indebtedness, obligations or liabilities are assumed by, or are a
personal liability of such Person, (h) all indebtedness, obligations or other liabilities (other
than interest expense liability) in respect of Interest Rate Contracts and foreign currency
exchange agreements (other than Interest Rate Contracts purchased to hedge Indebtedness), to the
extent such liabilities are material and are reported or are required under GAAP to be reported by
such Person in its financial statements, (i) ERISA obligations currently due and payable and (j)
all other items which, in accordance with GAAP, would be included as liabilities on the liability
side of the balance sheet of such Person; exclusive, however, of all dividends and distributions
declared but not yet paid. Indemnitee has the meaning set forth in Section 9.3(b). Initial Funding Date means the date initial Loans are made in accordance with the provisions
of Section 3.1 hereof. Interest Expense means, for any period and without duplication, total interest expense,
whether paid, accrued or capitalized of Borrower, on a consolidated basis determined in accordance
with GAAP, plus Borrowers Share of accrued, paid or capitalized interest with respect to any
Balance Sheet Indebtedness of Investment Affiliates (in each case, including, without limitation,
the interest component of Capital Leases but excluding interest expense covered by an interest
reserve established under a loan facility such as capitalized construction interest provided for in
a construction loan). Interest Period means: with respect to each Euro-Dollar Borrowing, the period commencing
on the date of such Borrowing specified in the Notice of Borrowing or on the date specified in the
applicable Notice of Interest Rate Election and ending 7, 14, 30, 60, 90, or 180 days thereafter
(or any other period less than 180 days with the reasonable approval of the Administrative Agent,
unless any Bank has previously advised Administrative Agent and Borrower that it is unable to enter
into Euro-Dollar Rate contracts for an Interest Period of the same duration), as the Borrower may
elect in the applicable Notice of Borrowing or Notice of Interest Rate Election; provided that: (a) any Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Business Day; (b) any Interest Period which begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar 13




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month at the end of such Interest Period) shall end on the last Business Day of a calendar
month; and (c) no Interest Period may end later than the Maturity Date. Interest Rate Contracts means, collectively, interest rate swap, collar, cap or similar
agreements providing interest rate protection. Investment Affiliate means any Person in whom EOPT or Borrower holds an equity interest,
directly or indirectly, whose financial results are not consolidated under GAAP with the financial
results of EOPT or Borrower on the consolidated financial statements of EOPT and Borrower. Investment Affiliate EBITDA means, for any period (i) the net earnings (or loss) of an
Investment Affiliate for such period calculated in conformity with GAAP, plus (ii) depreciation and
amortization expense and other non-cash items of such Investment Affiliate deducted in the
calculation of such net earnings (or loss) for such period, plus (iii) total interest expense,
whether paid, accrued or capitalized, of such Investment Affiliate deducted in the calculation of
such net earnings (or loss) for such period, plus (iv) Taxes of such Investment Affiliate deducted
in the calculation of such net earnings (or loss) for such period. Investment Grade Rating means a rating for a Persons senior long-term unsecured debt of
BBB- or better from S&P or a rating of Baa3 or better from
Moodys. In the event that Borrower
receives Credit Ratings only from S&P and Moodys, and such Credit Ratings are not equivalent, the
lower of such two (2) Credit Ratings shall be used to determine whether an Investment Grade Rating
was achieved. In the event that Borrower receives more than two (2) Credit Ratings, and such Credit
Ratings are not all equivalent, the higher of the ratings from S&P and Moodys shall be used to
determine whether an Investment Grade Rating was achieved, provided that the rating from one of the
other Rating Agencies shall be at least equivalent to such higher
rating; provided, further, that if the rating from one of the other Rating Agencies is not at least equivalent to
the higher of the ratings from S&P and Moodys, then the second (2nd) highest Credit Rating shall
be used to determine whether an Investment Grade Rating was achieved. Investment Mortgages means mortgages securing indebtedness with respect to Office Properties
and Parking Properties directly or indirectly owed to Borrower or any of its Subsidiaries,
including, without limitation, certificates of interest in real estate mortgage investment
conduits. Joint Venture Interests means partnership, joint venture interests, membership or other
equity issued by any Person which is an Investment Affiliate that is not a Subsidiary. Joint Venture Parent means Borrower or one or more Financing Partnerships of Borrower which
directly owns any interest in a Joint Venture Subsidiary. 14




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Joint Venture Subsidiary means any entity (other than a Financing Partnership) in which (i)
a Joint Venture Parent owns at least 20% of the economic interests and (ii) the sale or financing
of any Property owned by such Joint Venture Subsidiary is substantially controlled by a Joint
Venture Parent, subject to customary provisions set forth in the organizational documents of such
Joint Venture Subsidiary with respect to refinancings or rights of first refusal granted to other
members of such Joint Venture Subsidiary. For purposes of the preceding sentence, the sale or
financing of a Property owned by a Joint Venture Subsidiary shall be deemed to be substantially
controlled by a Joint Venture Parent if such Joint Venture Parent has the ability to exercise a
buy-sell right in the event of a disagreement regarding the sale or financing of such Property. In
addition, the relationship of a Joint Venture Parent as a tenant in common in any asset with other
tenants in common in the same asset shall be treated as if such relationship were a general
partnership for purposes of this definition. For purposes of the definitions of Unencumbered Asset
Value and Unencumbered Net Operating Income, a Joint Venture Subsidiary shall be deemed to include
any entity (other than a Financing Partnership) in which a Qualified Joint Venture Partner owns the
balance of the interests. Land under Development means any Real Property Asset on which Development Activity has begun
(as evidenced by obtaining a permit to commence construction of the applicable office, parking or
industrial improvement by the applicable Governmental Authority) but has not yet been substantially
completed; provided that any such Real Property Asset will no longer be considered Land under
Development upon the earlier of (A) one year after the date a certificate of occupancy has been
issued for such Real Property Asset or the primary building or other structure located on such Real
Property Asset may otherwise be lawfully occupied for its intended use, or (B) the first date such
Real Property Asset is more than 85% leased and occupied (based on square footage). Lead Arranger means Wachovia Capital Markets, LLC in its capacity as sole lead arranger and
sole bookrunner hereunder. Lien means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind, or any other type of preferential arrangement, in each case that has
the effect of creating a security interest, in respect of such asset. For the purposes of this
Agreement, the Borrower or any Consolidated Subsidiary shall be deemed to own subject to a Lien any
asset which it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement relating to such
asset. Loan means a loan made by a Bank pursuant to Section 2.1; provided that, if any such loan or
loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate
Election, the term Loan shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such subdivision, as the
case may be; a Loan may be a Base Rate Loan or a Euro-Dollar Loan and Loans may be Base Rate Loans
or Euro-Dollar Loans or any combination of the foregoing. 15




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Loan Documents means this Agreement, the Notes and the EOPT Guaranty. Loan Effective Date has the meaning set forth in Section 8.3 hereof. Majority Banks means at any time Banks having at least 51% of the aggregate amount of
Commitments, or if the Commitments shall have been terminated, holding Notes evidencing at least
51% of the aggregate unpaid principal amount of the Loans. Material Adverse Effect means an effect resulting from any circumstance or event or series
of circumstances or events, of whatever nature (but excluding general economic conditions), which
does or could reasonably be expected to, materially and adversely (i) impair the ability of EOPT,
the Borrower and their Consolidated Subsidiaries, taken as a whole, to perform their respective
obligations under the Loan Documents, or (ii) the ability of Administrative Agent or the Banks to
enforce the Loan Documents. Material Plan means at any time a Plan or Plans having aggregate unfunded liabilities in
excess of $5,000,000. Materials of Environmental Concern means all substances defined as Hazardous Substances,
Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency
Plan, 40 C.F.R. § 300.5, toxic mold, or defined as such by, or regulated as such under, any
Environmental Law. Maturity Date shall mean February 10, 2006. Moodys means Moodys Investors Services, Inc. or any successor thereto. Multiemployer Plan means at any time an employee pension benefit plan within the meaning of
Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an
obligation to make contributions or has at anytime after September 25, 1980 made contributions or
has been required to make contributions (for these purposes any Person which ceased to be a member
of the ERISA Group after September 25, 1980 will be treated as a member of the ERISA Group). Negative Pledge means, with respect to any Property, any covenant, condition, or other
restriction entered into by the owner of such Property or directly binding on such Property which
prohibits or limits the creation or assumption of any Lien upon such Property to secure any or all
of the Obligations; provided, however, that such term shall not include (a) any covenant, condition
or restriction contained in any ground lease from a Governmental Authority, (b) any financial
covenant (such as a limitation on secured indebtedness) given for the benefit of any Person that
may be violated by the granting of any Lien on any Property to secure any or all of the
Obligations, or (c) any covenant under the Existing Revolving Credit Agreement. 16




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Net Bond Proceeds means all cash received by EOPT or the Borrower as a result of the
issuance or offering of any unsecured note, bond or debt instrument (other than drawings under the
Existing Credit Agreement), less customary costs and discounts of issuance paid by EOPT or the
Borrower, as the case may be. Net Income means, for any period, the net earnings (or loss) after Taxes of any Person, on a
consolidated basis, before the deduction of minority interests and before the deduction of payment
of any preferred dividends, for such period calculated in conformity with GAAP. Net Offering Proceeds means all cash or other assets received by EOPT or Borrower as a
result of the sale of common shares of beneficial interest, preferred shares of beneficial
interest, partnership interests, limited liability company interests, Convertible Securities or
other ownership or equity interests in EOPT or Borrower less customary costs and discounts of
issuance paid by EOPT or Borrower, as the case may be. Net Price means, with respect to the purchase of any Property, without duplication, (i) the
aggregate purchase price paid as cash consideration for such purchase (without adjustment for
prorations), including, without limitation, the principal amount of any note received or other
deferred payment to be made in connection with such purchase (except as described in clause (ii)
below) and the value of any non-cash consideration delivered in connection with such purchase
(including, without limitation, shares or preferred shares of beneficial interest in EOPT and OP
Units or Preferred OP Units (as defined in Borrowers partnership agreement)) and any amount
properly capitalized under GAAP, plus (ii) reasonable costs of sale and non-recurring taxes paid or
payable in connection with such purchase. Net Present Value shall mean, as to a specified or ascertainable dollar amount, the
present value, as of the date of calculation of any such amount using a discount rate equal to
the Base Rate in effect as of the date of such calculation. Non-Recourse Indebtedness means Indebtedness with respect to which recourse for payment is
limited to (i) specific assets related to a particular Property or group of Properties encumbered
by a Lien securing such Indebtedness or (ii) any Subsidiary or Investment Affiliate (provided that
if a Subsidiary is a partnership, there is no recourse to Borrower or EOPT as a general partner of
such partnership); provided, however, that personal recourse of Borrower or EOPT for any such
Indebtedness for fraud, misrepresentation, misapplication of cash, waste, environmental claims and
liabilities and other circumstances customarily excluded by institutional lenders from exculpation
provisions and/or included in separate indemnification agreements in non-recourse financing of real
estate shall not, by itself, prevent such Indebtedness from being characterized as Non-Recourse
Indebtedness. Notes means the promissory notes of the Borrower, substantially in the form of Exhibit A
hereto, evidencing the obligation of the Borrower to repay the Loans, and Note means any one of
such promissory notes issued hereunder. 17




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Notice of Borrowing means a notice from Borrower, signed by an Authorized Officer in
accordance with Section 2.2 or Section 2.3(b)(i). Notice of Interest Rate Election has the meaning set forth in Section 2.7. Obligations means all obligations, liabilities, indemnity obligations and Indebtedness of
every nature of the Borrower, from time to time owing to Administrative Agent or any Bank under or
in connection with this Agreement or any other Loan Document. Office Property means any Property which constitutes primarily commercial office space other
than a Parking Property. Parking Property means any Property which is primarily used for parking. Parent means, with respect to any Bank, any Person controlling such Bank. Participant has
the meaning set forth in Section 9.6(b). PBGC means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all
of its functions under ERISA. Permitted Holdings means Unimproved Assets, Development Activity, Joint Venture Interests,
interests in Taxable REIT Subsidiaries, Investment Mortgages, Securities and Properties which
constitute primarily warehouse distribution facilities, but only to the extent permitted in Section 5.8. Permitted Liens means: a. Liens for Taxes, assessments or other governmental charges not yet due
and payable or which are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted in accordance with the terms hereof; b. statutory liens of carriers, warehousemen, mechanics, materialmen and
other similar liens imposed by law, which are incurred in the ordinary course of
business for sums not more than sixty (60) days delinquent or which are being contested in good
faith in accordance with the terms hereof; c. deposits made in the ordinary course of business in connection with
workers compensation, unemployment insurance and other social security legislation or
to secure liabilities to insurance carriers; d. utility deposits and other deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, purchase contracts, construction 18




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##### 



contracts, governmental contracts, statutory obligations, surety bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business; e. Liens for purchase money obligations for equipment (or Liens to secure
Indebtedness incurred within 90 days after the purchase of any equipment to pay all or
a portion of the purchase price thereof or to secure Indebtedness incurred solely for the
purpose of financing the acquisition of any such equipment, or extensions, renewals, or
replacements of any of the foregoing for the same or lesser amount); provided that (i) the
Indebtedness secured by any such Lien does not exceed the purchase price of such
equipment, (ii) any such Lien encumbers only the asset so purchased and the proceeds
upon sale, disposition, loss or destruction thereof, and (iii) such Lien, after giving effect
to the Indebtedness secured thereby, does not give rise to an Event of Default; f. easements, rights-of-way, zoning restrictions, other similar charges or
encumbrances and all other items listed on Schedule B to Borrowers owners title
insurance policies, except in connection with any Indebtedness, for any of Borrowers
Real Property Assets, so long as the foregoing do not interfere in any material respect
with the use or ordinary conduct of the business of Borrower and do not diminish in any
material respect the value of the Property to which it is attached or for which it is listed; g. Liens and judgments which have been or will be bonded (and the Lien on
any cash or securities serving as security for such bond) or released of record within thirty
(30) days after the date such Lien or judgment is entered or filed against EOPT, Borrower, or any Subsidiary; h. Liens on Property of the Borrower or its Subsidiaries (other than Qualifying
Unencumbered Property) securing Indebtedness which may be incurred or remain outstanding
without resulting in an Event of Default hereunder; and i. Liens in favor of Borrower against any asset of any Financing Partnership
or Joint Venture Subsidiaries. Person means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including, without limitation, a
government or political subdivision or an agency or instrumentality thereof. Plan means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and either (i) is maintained, or contributed to, by any
member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time
within the preceding five years been maintained, or contributed to, by any Person which was at such
time a member of the ERISA Group for employees of any Person which was at such time a member of the
ERISA Group. 19




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Prime Rate means the rate of interest publicly announced by the Administrative Agent from
time to time as its Prime Rate (it being understood that the same shall not necessarily be the best
rate offered by the Administrative Agent to customers). Pro Rata Share means, with respect to any Bank, a fraction (expressed as a percentage), the
numerator of which shall be the amount of such Banks Commitment and the denominator of which shall
be the aggregate amount of all of the Banks Commitments, as adjusted from time to time in
accordance with the provisions of this Agreement. Property means, with respect to any Person, any real or personal property, building,
facility, structure, equipment or unit, or other asset owned by such Person. Qualified Institution means a Bank, or one or more banks, finance companies, insurance or
other financial institutions which (A) has (or, in the case of a bank or other financial
institution which is a subsidiary, such banks or financial institutions parent has) a rating of
its senior unsecured debt obligations of not less than Baa-1 by Moodys or a comparable rating by a
rating agency acceptable to Administrative Agent and (B) has total assets in excess of Ten Billion
Dollars ($10,000,000,000). Qualified Joint Venture Partner means (a) pension funds, insurance companies, banks,
investment banks or similar institutional entities, each with significant experience in making
investments in commercial real estate, and (b) commercial real estate companies of similar quality
and experience. Qualifying Unencumbered Property means any Property (excluding Unimproved Assets) from time
to time which (i) is an operating Office Property or Parking Property or constitutes primarily a
warehouse distribution facility wholly-owned (directly or beneficially) by Borrower, a Financing
Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in
such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent
subject) to a Lien which secures Indebtedness of any Person other than Permitted Liens, and (iii)
is not subject (nor are any equity interests in such Property that are owned directly or indirectly
by Borrower, EOPT or any Joint Venture Parent subject) to any Negative Pledge. In addition, in the
case of any Property that is owned by a Subsidiary of Borrower and/or EOPT, no such Property shall
constitute Qualifying Unencumbered Property during any period of time that such Subsidiary is in
default beyond the expiration of any applicable grace or cure period in the payment of any
Indebtedness of such Subsidiary for borrowed money (other than Indebtedness with respect to which
recourse for payment is limited to (i) specific assets related to a particular Property or group of
Properties encumbered by a Lien securing such Indebtedness, which Properties, in any event, do not
constitute Qualifying Unencumbered Properties, or (ii) any subsidiary of such Subsidiary (provided
that if such subsidiary of such Subsidiary is a partnership, there is no recourse to such
Subsidiary as a general partner of such partnership); provided, however, that personal
recourse of such Subsidiary for any such Indebtedness for fraud, misrepresentation, misapplication
of cash, waste, environmental claims and liabilities and other circumstances customarily excluded
by institutional lenders from 20




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exculpation provisions and/or included in separate indemnification agreements in non-recourse
financing of real estate (each, a Recourse Carveout Event) shall not, by itself, cause
such Indebtedness to be characterized as Indebtedness with respect to which recourse for payment is
not limited as described in clauses (i) or (ii) above; unless, as a result of the occurrence of a
Recourse Carveout Event, such Indebtedness becomes a recourse obligation of such Subsidiary). Rating Agencies means, collectively, S&P, Moodys and Fitch. Real Property Assets means as to any Person as of any time, the real property assets
(including, without limitation, interests in participating mortgages in which such Persons
interest therein is characterized as equity according to GAAP) owned directly or indirectly by such
Person at such time. Recourse Debt shall mean Indebtedness that is not Non-Recourse Indebtedness. Regulation U means Regulation U of the Board of Governors of the Federal Reserve
System, as in effect from time to time. REIT means a real estate investment trust, as defined under Section 856 of the Code. Required Banks means at any time Banks having at least 66 2/3% of the aggregate amount
of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing
at least 66 2/3% of the aggregate unpaid principal amount of the Loans. S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.,
or any successor thereto. Secured Debt means Indebtedness, the payment of which is secured by a Lien (other than a
Permitted Lien, except for those Permitted Liens described in clauses (d) and (g) of the definition
thereof) on any Property owned or leased by EOPT, Borrower, or any Consolidated Subsidiary plus
Borrowers Share of Indebtedness, the payment of which is secured by a Lien (other than a Permitted
Lien, except for those Permitted Liens described in clauses (d) and (g) of the definition thereof)
on any Property owned or leased by any Investment Affiliate. Securities means any stock, partnership interests, shares, shares of beneficial interest,
voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as
securities, or any certificates of interest, shares, or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire
any of the foregoing, but shall not include Joint Venture Interests, Investment Mortgages, any
interest in any Subsidiary of EOPT or Borrower, any interest in a Taxable REIT Subsidiary, any
Indebtedness which would not be required to be included on the liabilities side of 21




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the balance sheet of EOPT or Borrower in accordance with GAAP, any Cash or Cash Equivalents or any
evidence of the Obligations. Solvent means, with respect to any Person, that the fair saleable value of such Persons
assets exceeds the Indebtedness of such Person. Subsidiary means any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly owned by the Borrower
or EOPT. Taxable REIT Subsidiary means any corporation (other than a REIT) in which EOPT directly or
indirectly owns stock and EOPT and such corporation jointly elect that such corporation shall be
treated as a taxable REIT subsidiary of EOPT under and pursuant to Section 856 of the Code. Taxes means all federal, state, local and foreign income and gross receipts taxes. Term has the meaning set forth in Section 2.10(a). Termination Event shall mean (i) a reportable event, as such term is described in Section
4043 of ERISA (other than a reportable event not subject to the provision for 30-day notice to
the PBGC), or an event described in Section 4062(e) of ERISA, (ii) the withdrawal by any member of
the ERISA Group from a Multiemployer Plan during a plan year in which it is a substantial
employer (as defined in Section 4001 (a)(2) of ERISA), or the incurrence of liability by any
member of the ERISA Group under Section 4064 of ERISA upon the termination of a Multiemployer Plan,
(iii) the filing of a notice of intent to terminate any Plan under Section 4041 of ERISA, other
than in a standard termination within the meaning of Section 4041 of ERISA, or the treatment of a
Plan amendment as a distress termination under Section 4041 of ERISA, (iv) the institution by the
PBGC of proceedings to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or cause a trustee to be appointed to administer, any Plan or (v) any other
event or condition that might reasonably constitute grounds for the termination of, or the
appointment of a trustee to administer, any Plan or the imposition of any liability or encumbrance
or Lien on the Real Property Assets or any member of the ERISA Group under ERISA or the Code. Total Asset Value means, with respect to Borrower and without duplication, (i) for any
Properties (other than Unimproved Assets and Land under Development) owned by Borrower, any
Consolidated Subsidiary or Investment Affiliate which was neither acquired nor disposed of by
Borrower, a Consolidated Subsidiary or an Investment Affiliate in the Fiscal Quarter most recently
ended, exclusive of Properties, if any, that shall have produced a negative EBITDA for the
applicable period, the quotient obtained by dividing (a) (x) EBITDA attributable to such Properties
for the Fiscal Quarter most recently ended multiplied by four (4) less (y) $0.20 (or, in the case
of Office Properties owned by an Investment Affiliate, Borrowers Share of $0.20) 22




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per square foot of leased office space within such Properties which are Office Properties, by (b)
0.0875, plus (ii) for any Property which was acquired by Borrower or a Consolidated Subsidiary in
the Fiscal Quarter most recently ended, the Net Price of the Property paid by Borrower or the
Consolidated Subsidiary for such Property, plus (iii) for any Property which was acquired by an
Investment Affiliate in the Fiscal Quarter most recently ended, Borrowers Share of the Net Price
of the Property paid by such Investment Affiliate for such Property, plus (iv) the value of any
Cash or Cash Equivalent owned by Borrower, plus (v) the value of any Unimproved Assets, Land under
Development and any other tangible assets of Borrower or its Consolidated Subsidiaries (including
foreign currency exchange agreements, to the extent such agreements are material and are reported
or are required under GAAP to be reported by the Borrower or its Consolidated Subsidiaries in their
financial statements), as measured on a GAAP basis, plus (vi) Borrowers Share of the value of any
Unimproved Assets, Land under Development and any other tangible assets of any Investment Affiliate
as measured on a GAAP basis. Anything in the foregoing to the contrary notwithstanding, in the
event that Borrower, a Consolidated Subsidiary or an Investment Affiliate disposes (for purposes of
this definition of Total Asset Value, each, a Disposition) of (x) an interest in any Property
(which was not acquired during the Fiscal Quarter most recently ended), (y) a direct or indirect
interest in the owner of any such Property or (z) any such Property in such a manner that results
in Borrower, a Consolidated Subsidiary or an Investment Affiliate holding an interest in such
Property or the owner of such Property, then, for purposes of the foregoing calculation of Total
Asset Value, such Property shall be treated as follows: (A) if, following a Disposition, the Property or an undivided interest in
the Property is owned by Borrower or a Consolidated Subsidiary, then such Property or
undivided interest shall be treated as if Borrower or such Consolidated Subsidiary had
owned such Property or such undivided interest in the Property for the entire Fiscal
Quarter most recently ended; (B) if, following a Disposition, the Property or an undivided interest in
the Property is owned by an Investment Affiliate, then such Property or undivided interest
shall be treated as if such Investment Affiliate had owned such Property or undivided
interest for the entire Fiscal Quarter most recently ended; and (C) and no such Property or undivided interest therein will be treated
as having been disposed of or acquired in such Fiscal Quarter. Total Liabilities means, as of the date of determination and without duplication, all
Balance Sheet Indebtedness of Borrower, on a consolidated basis, plus Borrowers Share of all
Balance Sheet Indebtedness of Investment Affiliates. Treasury Rate means, as of any date, a rate equal to the annual yield to maturity on the
U.S. Treasury Constant Maturity Series with a ten year maturity, as such yield is reported in
Federal Reserve Statistical Release H.15  Selected Interest Rates, published most recently prior
to the date the applicable Treasury Rate is being determined. Such yield shall be deter- 23




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mined by straight line linear
interpolation between the yields reported in Release H.15, if
necessary. In the event Release H.15 is no longer published, the Administrative Agent shall select,
in its reasonable discretion, an alternate basis for the determination of Treasury yield for U.S.
Treasury Constant Maturity Series with ten year maturities. Unencumbered Asset Value means the sum of (i) all Cash and Cash Equivalents of the Borrower,
all Financing Partnerships and Joint Venture Subsidiaries which are not subject to any pledge,
negative pledge, encumbrance, hypothecation or other restriction (provided that in the case of Cash
and Cash Equivalents of any Joint Venture Subsidiary which is not a Consolidated Subsidiary, the
amount of Cash and Cash Equivalents attributable to such Joint Venture Subsidiary shall be reduced
to a percentage equal to the Borrowers percentage ownership interest (whether direct or indirect)
in such Joint Venture Subsidiary), plus (ii) for any Qualifying Unencumbered Properties which were
neither acquired or disposed of by Borrower, a Financing Partnership or a Joint Venture Subsidiary
in the Fiscal Quarter most recently ended exclusive of Qualifying Unencumbered Properties, if any,
that shall have produced a negative EBITDA for the applicable period, the quotient of (a) (x) the
aggregate EBITDA for such Fiscal Quarter attributable to such Qualifying Unencumbered Properties
for the Fiscal Quarter most recently ended multiplied by four (4) less (y) $0.50 (or, in the case
of Qualifying Unencumbered Properties owned by an Investment Affiliate, Borrowers Share of $0.50)
per square foot of leased office space within such Qualifying Unencumbered Properties which are
Office Properties, and less (z) in the case of any Qualifying Unencumbered Property located outside
of the United States, an amount equal to the applicable withholding taxes imposed by any foreign
jurisdiction applicable to the EBITDA attributable to any such Qualifying Unencumbered Property for
the applicable period, divided by (b) 0.0875, plus (iii) for all Qualifying Unencumbered Properties
owned (directly or beneficially) by Borrower, any Financing Partnership or any Joint Venture
Subsidiary which were acquired (directly or indirectly) by the Borrower, any Financing Partnership
or any Joint Venture Subsidiary during the Fiscal Quarter most recently ended, the aggregate Net
Price of such Qualifying Unencumbered Properties paid by Borrower or its Affiliates for such
Qualifying Unencumbered Properties; provided, however, that, unless otherwise approved by
the Majority Banks, (aa) in the event any such Qualifying Unencumbered Property is owned by a Joint
Venture Subsidiary which is not a Consolidated Subsidiary, the amount of the EBITDA attributable to
such Qualifying Unencumbered Property for purposes of clause (i) above and the Net Price of such
Qualifying Unencumbered Property for the purposes of clause (iii) above shall be reduced to a
percentage equal to the Borrowers percentage ownership interest (whether direct or indirect) in
such Joint Venture Subsidiary, (bb) the portion of the amount of the Unencumbered Asset Value
attributable to any single Qualifying Unencumbered Property which would cause such amount to exceed
fifteen percent (15%) of the total Unencumbered Asset Value at such time (after making all
adjustments required by this proviso) will be disregarded in determining Unencumbered Asset Value,
(cc) the portion of the aggregate amount of the Unencumbered Asset Value attributable to Qualifying
Unencumbered Properties that are Parking Properties which would cause such aggregate amount to
exceed fifteen percent (15%) of the total Unencumbered Asset Value at such time (after making all
adjustments required by this proviso) will be disregarded in determining Unencumbered Asset Value,
(dd) the portion of the aggregate amount of the Unencumbered Asset Value attributable to Qualifying
Unencumbered Properties that are 24




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Qualifying Unencumbered Properties owned by Joint Venture Subsidiaries (after first taking into
account the adjustment provided in clause (aa) of this proviso) which would cause such aggregate
amount to exceed thirty-five percent (35%) of the total Unencumbered Asset Value at such time
(after making all adjustments required by this proviso) will be disregarded in determining
Unencumbered Asset Value, and (ee) the portion of the amount of the Unencumbered Asset Value
attributable to all Qualifying Unencumbered Property located outside of the United States (after
first taking into account the adjustment provided in clause (aa) of this proviso) which would cause
such amount to exceed ten percent (10%) of the total Unencumbered Asset Value at such time (after
making all adjustments required by this proviso) will be disregarded in determining Unencumbered
Asset Value. Anything in the foregoing to the contrary notwithstanding, in the event that Borrower,
a Financing Partnership or a Joint Venture Subsidiary disposes (for purposes of this definition of
Unencumbered Asset Value, each, a Disposition) of (x) an interest in any Qualified Unencumbered
Property (which was not acquired during the Fiscal Quarter most recently ended), (y) a direct or
indirect interest in the owner of any such Property or (z) any such Property in such a manner that
results in Borrower holding a direct or indirect interest in such Property or the owner of such
Property, then, for purposes of the foregoing calculation of Unencumbered Asset Value, such
Property shall be treated as follows: (A) if, following a Disposition, an undivided interest in the Property is
owned by Borrower or a Financing Partnership, then such undivided interest shall be
treated as if Borrower or such Financing Partnership had owned such undivided interest
in the Property for the entire Fiscal Quarter most recently ended; (B) if, following a Disposition, the Property or an undivided interest in
the Property is owned by a Joint Venture Subsidiary, then such Property or undivided
interest shall be treated as if such Joint Venture Subsidiary had owned such Property for
the entire Fiscal Quarter most recently ended; and (C) and no such Property or undivided interest therein will be treated
as having been disposed of or acquired in such Fiscal Quarter. Unencumbered Net Operating Income means, for any period, for all Qualifying Unencumbered
Properties, the aggregate EBITDA attributable to each such Qualifying Unencumbered Property for
such period (provided that as to any Qualifying Unencumbered Property acquired during such period,
only EBITDA attributable to such period occurring after such acquisition shall be included), as
adjusted for a normalized recurring level of capital expenditures by Borrower for such period,
which adjustment shall be at the rate of One Dollar and Fifty Cents ($1.50) per square foot per
annum of office space leased as of the applicable date of determination for all Qualifying
Unencumbered Properties that are Office Properties (provided that, as to any Office Property
acquired during such period, such amount per square foot shall be pro-rated for the period of
ownership). Unimproved Assets means Real Property Assets containing no material improvements. 25




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United States means the United States of America, including the fifty states and the
District of Columbia. Unsecured Debt means the amount of Indebtedness for borrowed money of EOPT Borrower and any
Financing Partnership which is not Secured Debt, including, without limitation, the amount of all
then outstanding Loans, plus, for the purpose of calculating the ratio of outstanding Unsecured
Debt to Unencumbered Asset Value, an amount equal to the Borrowers percentage ownership interest
(whether direct or indirect) in each Joint Venture Subsidiary which is not a Consolidated
Subsidiary times any Indebtedness for borrowed money of such Joint Venture Subsidiary which is not
Secured Debt. Unsecured Debt Service means Debt Service payable in respect of Unsecured Debt. Unused Commitments shall mean an amount equal to all unadvanced funds (other than unadvanced
funds in connection with any construction loan) which any third party is obligated to advance to
Borrower or another Person or otherwise pursuant to any loan document, written instrument or
otherwise. SECTION 1.2. Accounting Terms and Determinations. Unless otherwise specified herein,
all accounting terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent (except for changes concurred in by the
Borrowers independent public accountants) with the most recent audited consolidated financial
statements of the Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent;
provided that for purposes of references to the financial results and information of EOPT, on a
consolidated basis, EOPT shall be deemed to own one hundred percent (100%) of the partnership
interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent
that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change
in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Banks wish to amend Article V for such purpose), then the Borrowers compliance
with such covenant shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is
amended in a manner reasonably satisfactory to the Borrower and the Required Banks. SECTION 1.3. Types of Borrowings. The term Borrowing denotes the aggregation of
Loans of one or more Banks to be made to the Borrower pursuant to Article 2 on the same date, all
of which Loans are of the same type (subject to Article 8) and, except in the case of Base Rate
Loans, have the same initial Interest Period. Borrowings are classified for purposes of this
Agreement either by reference to the pricing of Loans comprising such
Borrowing (e.g., a Fixed
Rate Borrowing is a Euro-Dollar Borrowing, and a Euro-Dollar Borrowing is a Borrowing comprised
of Euro-Dollar Loans) or by reference to the provisions of Article 2 26




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under which participation
therein is determined (i.e., a Borrowing is a Borrowing under Section
2.1 in which all Banks participate in proportion to their Commitments. ARTICLE II THE CREDITS SECTION 2.1. Commitments to Lend. Each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans to the Borrower pursuant to this Article from
time to time during the term hereof in amounts such that the aggregate principal amount of Loans by
such Bank at any one time outstanding shall not exceed the amount of its Commitment. The initial
Borrowing under this Section 2.1 shall be in the aggregate amount of the Commitments. If the
Increase Option is exercised and the aggregate amount of the Commitments is increased, the Borrower
shall be permitted one additional Borrowing (subject to the provisions of Section 2.3) in an amount
equal to such increase and shall be made from the several Banks ratably in proportion to their
respective Commitments. Any amounts repaid may not be reborrowed. SECTION 2.2. Notice of Borrowing. With respect to any Borrowing, the Borrower
shall give Administrative Agent notice not later than 11:00 a.m. (Charlotte, North Carolina
time) (x) one Business Day before each Base Rate Borrowing, or (y) three Business Days before
each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Business Day in the case of a
Base Rate Borrowing or a Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or
Euro-Dollar Loans, and (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period
applicable thereto, subject to the provisions of the definition of Interest Period. SECTION 2.3. Optional Increase in Commitments. Unless a Default or an Event of Default
has occurred and is continuing, Borrower, by written notice to the Administrative Agent, may
request on one (1) occasion (the Increase Option), on or before the six (6) month anniversary of
the Closing Date, that the Commitments be increased by an amount not more than Three Hundred Fifty
Million Dollars ($350,000,000) in the aggregate (such that the aggregate Commitments after such
increases shall never exceed Six Hundred Million Dollars ($600,000,000)); provided that for
any such request (i) any Bank which is a party to this Agreement prior to such request for
increase, at its sole discretion, may elect to increase its Commitment but shall not have any
obligation to so increase its Commitment, and (ii) in the 27




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event that any Bank which is a party to this Agreement prior to such request for increase does not
elect to increase its Commitment, the Administrative Agent and the Lead Arranger shall use
commercially reasonable efforts to locate additional Qualified Institutions willing to provide
commitments for the requested increase, and the Borrower may also identify additional Qualified
Institutions willing to provide commitments for the requested
increase, provided further
that the Administrative Agent shall approve any such additional Qualified Institutions, which
approval will not be unreasonably withheld or delayed. In the event that Qualified Institutions
commit to any such increase and/or the Commitments of the committed Banks shall be increased, the
Pro Rata Shares of the Banks shall be adjusted, Borrower shall make such borrowings and repayments
(notwithstanding the prohibitions set forth in this Agreements on reborrowings) as shall be
necessary to effect the reallocation of the Loans so that the Loans are held by the Banks in
accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall
be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which
Banks have agreed to increase their respective Commitments or make new Commitments in response to
the Borrowers request for an increase in the aggregate Commitments pursuant to this Section 2.3,
in each case without the consent of the Banks other than those Banks increasing their Commitments.
The fees payable by Borrower upon any such increase in the Commitments shall be those agreed upon
by the Administrative Agent and Borrower as of the Closing Date. Borrower shall deliver or shall
cause to be delivered an opinion of legal counsel, in form and substance reasonably acceptable to
the Administrative Agent, with respect to the legality, validity and enforceability of any required
amendments. Borrower shall use its reasonable best efforts to cause the closing of any such
increase in the Commitments to coincide with the end of the then current Interests Period(s). Notwithstanding the foregoing, nothing in this Section 2.3 shall constitute or be deemed to
constitute an agreement by any Bank to increase its Commitment hereunder. The Borrower, simultaneously with its exercise of the Increase Option, may request that the
Administrative Agent and any other Banks enter into an amendment to this Credit Agreement deleting
Sections 5.8(b), 5.8(e), 5.8(i) and 5.8(j), as well as amending 5.8(h) (in a manner to be agreed
upon), and reducing the capitalization rate of 0.0875 for purposes of determining Unencumbered
Asset Value and/or Total Asset Value, to 0.0850. Any such amendments shall be subject to the
consent of the Administrative Agent in its sole discretion. SECTION 2.4. Intentionally Omitted. SECTION
2.5. Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing from Borrower in accordance with Section 2.2
hereof, the Administrative Agent shall, on the date such Notice of Borrowing is received by the
Administrative Agent, notify each Bank of the contents thereof and of such Banks share of such
Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if
different from those requested by the Borrower) and such Notice of Borrowing shall 28




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not thereafter be revocable by the Borrower, unless Borrower shall pay any applicable
expenses pursuant to Section 2.13. (b) Not later than 1:00 p.m. (Charlotte, North Carolina time) on the date of
each Borrowing as indicated in the applicable Notice of Borrowing, each Bank shall (except as
provided in subsection (d) of this Section) make available its share of such Borrowing in Federal
funds immediately available in Charlotte, North Carolina, to the Administrative Agent at its
address referred to in Section 9.1. (c) Intentionally Omitted. (d) Unless the Administrative Agent shall have received notice from a Bank
prior to the time of any Borrowing that such Bank will not make available to the Administrative
Agent such Banks share of such Borrowing, the Administrative Agent may assume that such
Bank has made such share available to the Administrative Agent on the date of such Borrowing
in accordance with of this Section 2.5 and the Administrative Agent may, in reliance upon such
assumption, but shall not be obligated to, make available to the Borrower on such date a
corresponding amount on behalf of such Bank. If and to the extent that such Bank shall not have
so made such share available to the Administrative Agent, such Bank agrees to repay to the
Administrative Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the Borrower until the date
such amount is repaid to the Administrative Agent, at the rate of interest applicable to such
Borrowing hereunder. If such Bank shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Banks Loan included in such Borrowing for
purposes of this Agreement. If such Bank shall not pay to Administrative Agent such corresponding amount after reasonable attempts are made by Administrative Agent to collect such
amounts from such Bank, Borrower agrees to repay to Administrative Agent forthwith on
demand such corresponding amounts together with interest thereto, for each day from the date
such amount is made available to Borrower until the date such amount is repaid to Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing
contained in this Section 2.5(d) shall be deemed to reduce the Commitment of any Bank or in any
way affect the rights of Borrower with respect to any defaulting Bank or Administrative Agent.
The failure of any Bank to make available to the Administrative Agent such Banks share of any
Borrowing in accordance with Section 2.5(b) hereof shall not relieve any other Bank of its
obligations to fund its Commitment, in accordance with the provisions hereof. (e) Subject to the provisions hereof, the Administrative Agent shall make
available each Borrowing to Borrower in Federal funds immediately available in accordance
with, and on the date set forth in, the applicable Notice of Borrowing. 29




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SECTION 2.6. Notes. (a) The Loans of each Bank shall be evidenced by a single Note payable to the
order of such Bank for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the Borrower and the Administrative Agent,
request that its Loans of a particular type be evidenced by a separate Note in an amount equal to
the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the
Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall
be at the sole cost and expense of the Bank requesting such Note. In the event any Loans
evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return
such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto
with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant
type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank
shall be replaced or modified accordingly. Each reference in this Agreement to the Note of
such Bank shall be deemed to refer to and include any or all of such Notes, as the context may
require. (c) Upon receipt of each Banks Note pursuant to Section 3.1 (a), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount,
type and maturity of each Loan made by it and the date and amount of each payment of principal
made by the Borrower with respect thereto, and may, if such Bank so elects in connection with
any transfer or enforcement of its Note, endorse on the appropriate schedule appropriate
notations to evidence the foregoing information with respect to each such Loan then outstanding;
provided that the failure of any Bank to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby
irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of
its Note a continuation of any such schedule as and when required. (d) The Loans shall mature, and the principal amount thereof shall be due and
payable, on the Maturity Date. (e) There shall be no more than [ten (10)] Euro-Dollar Groups of Loans
outstanding at any one time. SECTION 2.7. Method of Electing Interest Rates. (a) The Loans included in each Borrowing shall bear interest initially at the type of
rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may
from time to time elect to change or continue the type of interest rate borne by each Group of
Loans (subject in each case to the provisions of Article VIII), as follows: (i) if such Loans are Base Rate Loans, the Borrower may elect to convert all or
any portion of such Loans to Euro-Dollar Loans as of any Business Day; 30




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(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all or
any portion of such Loans to Base Rate Loans and/or elect to continue all or any portion of such
Loans as Euro-Dollar Loans for an additional Interest Period or additional Interest Periods, in
each case effective on the last day of the then current Interest Period applicable to such Loans,
or on such other date designated by Borrower in the Notice of Interest Rate Election provided
Borrower shall pay any losses pursuant to Section 2.13. Each such election shall be made by delivering a notice (a Notice of Interest Rate Election).
 signed by an Authorized Officer, to the Administrative Agent at least three (3) Business Days
before the conversion or continuation selected in such notice is to be effective. A Notice of
Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal
amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among
the Loans comprising such Group, (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each $500,000 or any larger multiple of $100,000, (iii)
there shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any time, (iv) no
Loan may be continued as, or converted into, a Euro-Dollar Loan when any Event of Default has
occurred and is continuing, and (v) no Interest Period shall extend beyond the Maturity Date. (b) Each Notice of Interest Rate Election shall specify: (i) the Group of Loans (or portion thereof) to which such notice applies; (ii) the date on which the conversion or continuation selected in such notice is to be
effective, which shall comply with the applicable clause of subsection (a) above; (iii) if the Loans comprising such Group are to be converted, the new type of Loans and, if
such new Loans are Euro-Dollar Loans, the duration of the initial Interest Period applicable
thereto; and (iv) if such Loans are to be continued as Euro-Dollar Loans for an additional Interest
Period, the duration of such additional Interest Period. Each Interest Period specified in a Notice of Interest Rate Election shall comply with the
provisions of the definition of Interest Period. (c) Upon receipt of a Notice of Interest Rate Election from the Borrower
pursuant to subsection (a) above, the Administrative Agent shall notify each Bank the same day
as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates
determined pursuant thereto and the Interest Periods (if different from those requested by the
Borrower) and such notice shall not thereafter be revocable by the Borrower. If the Borrower
fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any 31




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Group of Euro-Dollar Loans, such Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto. SECTION 2.8. Interest Rates. (a) Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for
each day from the date such Loan is made until the date it is repaid or converted into a
Euro-Dollar Loan pursuant to Section 2.7, at a rate per annum equal to the Base Rate plus the
Applicable Margin for Base Rate Loans for such day. (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for
each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the
Applicable Margin for Euro-Dollar Loans for such day plus the Euro-Dollar Rate applicable to such
Interest Period. (c) Intentionally Omitted. (d) In the event that, and for so long as, any Event of Default shall have
occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent
permitted by applicable law, overdue interest in respect of all Loans, shall bear interest at the
annual rate equal to the sum of the Base Rate and four percent (4%) (the Default Rate). (e) The Administrative Agent shall determine each interest rate applicable to the Loans
hereunder. The Administrative Agent shall give prompt notice to the Borrower and the Banks of each
rate of interest so determined, and its determination thereof shall be conclusive in the absence of
demonstrable error. (f) Intentionally Omitted. (g) Interest on all Loans (other than Base Rate Loans) shall be payable on the
last Business Day of each applicable Interest Period (provided that in the event any Interest
Period ends on the date which is 60, 90 or 180 days after the date on which any Interest Period
commences, interest on all Loans (other than Base Rate Loans) shall be payable on the first
Business Day of each calendar month during such Interest Period and on the last day of such
Interest Period) and interest on Base Rate Loans shall be payable on the first Business Day of each
calendar month. SECTION 2.9. Mandatory Prepayments. If at any time the Borrower, EOPT or any Consolidated
Subsidiary of either or both receives any Net Bond Proceeds, Borrower shall pay to the
Administrative Agent, for the account of the Banks, within thirty(30) days after the date of such
receipt, an amount equal to the Net Bond Proceeds (but in no event more than the outstanding
balance of the Loans). Borrower shall make such prepayment together with interest accrued to the
date of the prepayment on the principal amount prepaid. In connection with the prepayment of a
Euro-Dollar Loan prior to the maturity thereof, the Borrower shall also pay any 32




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applicable expenses pursuant to Section 2.13. Each such prepayment shall be applied to prepay
ratably the Loans of the Banks. Amounts prepaid pursuant to this Section 2.9 may not be reborrowed
and the Commitments shall be deemed to have been reduced accordingly. SECTION 2.10. Maturity Date. (a) The term(the Term) of the Commitments (and each Banks obligations
to make Loans hereunder) shall terminate and expire on the Maturity Date. (b) Upon the date of the termination of the Term, any Loans then outstanding
(together with accrued interest thereon and all other Obligations) shall be due and payable on
such date. SECTION 2.11. Optional Prepayments. (a) The Borrower may, upon at least one (1) Business Days notice to the Administrative Agent,
prepay any Group of Base Rate Loans, in whole at any time, or from time to time in part in amounts
aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars
($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to
the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans
of the several Banks included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days notice to the Administrative Agent,
prepay any Euro-Dollar Loan as of the last day of the Interest Period applicable thereto. Except as
provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a
Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any
portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period
applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section
2.13. Any such prepayment shall be upon at least three (3) Business Days notice to the
Administrative Agent. Each such optional prepayment shall be in the amounts set forth in Section
2.11(a) above and shall be applied to prepay ratably the Loans of the Banks included in any Group
of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan
pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the other
Loans in such Group of Loans which have not been so converted. (c) Subject to the provisions of Section 2.3, any amounts so prepaid pursuant to Section
2.11(a) or (b) may not be reborrowed. 33




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SECTION 2.12. General Provisions as to Payments. (a) The Borrower shall make each payment of principal of and interest on the Loans and of fees
hereunder, not later than 11:00 a.m. (Charlotte, North Carolina time) on the date when due, in
Federal or other funds immediately available in Charlotte, North Carolina, to the Administrative
Agent at its address referred to in Section 9.1. The Administrative Agent will promptly (and in any
event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share
of each such payment received by the Administrative Agent for the account of the Banks. If and to
the extent that the Administrative Agent shall receive any such payment for the account of the
Banks on or before 12:00 Noon (Charlotte, North Carolina time) on any Business Day, and
Administrative Agent shall not have distributed to any Bank its applicable share of such payment on
such Business Day, Administrative Agent shall distribute such amount to such Bank together with
interest thereon, for each day from the date such amount should have been distributed to such Bank
until the date Administrative Agent distributes such amount to such Bank, at the Federal Funds
Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be
due on a day which is not a Business Day, the date for payment thereof shall be extended to the
next succeeding Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar
Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be
extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next preceding Business Day. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Banks hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent that the Borrower shall not have so made such
payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the Administrative Agent,
at the Federal Funds Rate. SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan (pursuant to Article II, VI or VIII or otherwise) on
any day other than the last day of the Interest Period applicable thereto, or if the Borrower fails
to borrow any Euro-Dollar Loans after notice has been given to any Bank in accordance with Section
2.5(a) or 2.4(f), as applicable, or if Borrower shall deliver a Notice of Interest Rate Election
specifying that a Euro-Dollar Loan shall be converted on a date other than the first (1st) day of
the then current Interest Period applicable thereto, the Borrower shall reimburse each Bank within
15 days after certification of such Bank of such loss or expense (which shall be delivered by each
such Bank to Administrative Agent for delivery to Borrower) for any resulting loss or expense
incurred by it (or by an existing Participant in the related Loan), including, without limitation,
any loss incurred in obtaining, liquidating or employing deposits from third 34




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parties, but excluding loss of margin for the period after any such payment or failure to
borrow, provided that such Bank shall have delivered to Administrative Agent and Administrative
Agent shall have delivered to the Borrower a certification as to the amount of such loss or
expense, which certification shall set forth in reasonable detail the basis for and calculation of
such loss or expense and shall be conclusive in the absence of demonstrable error. SECTION 2.14. Computation of Interest and Fees. All interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day). SECTION 2.15. Use of Proceeds. The Borrower shall use the proceeds of the Loans for
general corporate purposes, including, without limitation, the repayment of Indebtedness, the
acquisition of real property to be used in the Borrowers existing business and for general working
capital needs of the Borrower. ARTICLE III CONDITIONS SECTION 3.1. Closing. The closing hereunder shall occur on the date when each of the
following conditions is satisfied (or waived in writing by the Administrative Agent and the Banks),
each document to be dated the Closing Date unless otherwise indicated: (a) the Borrower shall have executed and delivered to the Administrative Agent a Note for the
account of each Bank dated on or before the Closing Date complying with the provisions of Section
2.6; (b) the Borrower, EOPT and the Administrative Agent and each of the Banks shall have executed
and delivered to the Borrower, EOPT and the Administrative Agent a duly executed original of this
Agreement; (c) EOPT shall have executed and delivered to the Administrative Agent a duly executed
original of the EOPT Guaranty; (d) the Administrative Agent shall have received an opinion of DLA Piper Rudnick Gray Cary US
LLP, counsel for the Borrower and EOPT, acceptable to the Administrative Agent, the Banks and their
counsel; (e) the Administrative Agent shall have received all documents the Administrative Agent may
reasonably request relating to the existence of the Borrower and EOPT, the authority for and the
validity of this Agreement and the other Loan Documents, the incumbency of officers executing this
Agreement and the other Loan Documents and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent. Such 35




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documentation shall include, without limitation, the agreement of limited partnership of the
Borrower, as well as the certificate of limited partnership of the Borrower, both as amended,
modified or supplemented to the Closing Date, certified to be true, correct and complete by a
senior officer of the Borrower as of a date not more than ten (10) days prior to the Closing Date,
together with a certificate of existence as to the Borrower from the Secretary of State (or the
equivalent thereof) of Delaware, to be dated not more than thirty (30) days prior to the Closing
Date, as well as the declaration of trust of EOPT, as amended, modified or supplemented to the
Closing Date, certified to be true, correct and complete by a senior officer of EOPT as of a date
not more than ten (10) days prior to the Closing Date, together with a good standing certificate as
to EOPT from the Secretary of State (or the equivalent thereof) of Maryland, to be dated not more
than thirty (30) days prior to the Closing Date; (f) the Borrower and EOPT each shall have executed a solvency certificate acceptable to the
Administrative Agent; (g) the Administrative Agent shall have received all certificates, agreements and other
documents and papers referred to in this Section 3.1 and the Notice of Borrowing referred to in
Section 3.2, if applicable, unless otherwise specified, in sufficient counterparts, satisfactory in
form and substance to the Administrative Agent in its sole discretion; (h) the Borrower shall have taken all actions required to authorize the execution and delivery
of this Agreement and the other Loan Documents and the performance thereof by the Borrower, and
EOPT shall have taken all actions required to authorize the execution and delivery of the EOPT
Guaranty and the other Loan Documents and the performance thereof by EOPT; (i) the Banks shall be satisfied that neither the Borrower, EOPT nor any Consolidated
Subsidiary is subject to any present or contingent environmental liability which could have a
Material Adverse Effect and the Borrower shall have delivered a certificate so stating; (j) the Administrative Agent shall have received, for its and any other Banks account, all
fees due and payable pursuant to Section 2.9 hereof on or before the Closing Date, and the
reasonable fees and expenses accrued through the Closing Date of Skadden, Arps, Slate, Meagher &
Flom LLP, if required by such firm and if such firm has delivered an invoice in reasonable detail
of such fees and expenses in sufficient time for Borrower to approve and process the same, shall
have been paid directly to Skadden, Arps, Slate, Meagher & Flom LLP; (k) the Borrower shall have delivered copies of all consents, licenses and approvals, if any,
required in connection with the execution, delivery and performance by the Borrower and EOPT, and
the validity and enforceability, of the Loan Documents, or in connection with any of the
transactions contemplated thereby, and such consents, licenses and approvals shall be in full force
and effect; 36




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(l) no Default or Event of Default shall have occurred; (m) the Borrower shall have delivered a certificate in form acceptable to
Administrative Agent showing compliance with the requirements of Section 5.8 as of the Closing
Date; and (n) Borrower shall have satisfied all of the conditions to the obligation of a
Bank to make a Loan set forth in Section 3.2 hereof. SECTION 3.2. Borrowings.  The obligation of any Bank to make a Loan is
subject to the satisfaction of the following conditions: (a) receipt by the Administrative Agent of a Notice of Borrowing as required
 by Section 2.2 or Section 2.3(b)(i); (b) immediately after such Borrowing, the aggregate outstanding principal amount of the Loans
will not exceed the aggregate amount of the Commitments; (c) immediately before and after such Borrowing, no Default or Event of Default shall have
occurred and be continuing both before and after giving effect to the making of such Loans; (d) the representations and warranties of the Borrower contained in this Agreement (other than
representations and warranties which expressly speak as of a different date) shall be true and
correct in all material respects on and as of the date of such Borrowing both before and after
giving effect to the making of such Loans; (e) no law or regulation shall have been adopted, no order, judgment or decree of any
Governmental Authority shall have been issued, and no litigation shall be pending, which does or
seeks to enjoin, prohibit or restrain, the making or repayment of the Loans or the consummation of
the transactions contemplated by this Agreement; and (f) no event, act or condition shall have occurred after the Closing Date which, in the
reasonable judgment of the Administrative Agent or the Required Banks, as the case may be, has had
or is likely to have a Material Adverse Effect. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the
date of such Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to the
extent that Borrower is or should have been aware of any Material Adverse Effect) of this Section,
except as otherwise disclosed in writing by Borrower to the Banks. Notwithstanding anything to the
contrary, no Borrowing shall be permitted if such Borrowing would cause Borrower to fail to be in
compliance with any of the covenants contained in this Agreement or in any of the other Loan
Documents. 37




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ARTICLE IV REPRESENTATIONS AND WARRANTIES In order to induce the Administrative Agent and each of the other Banks which is or may become
a party to this Agreement to make the Loans, the Borrower makes the following representations and
warranties as of the Closing Date. Such representations and warranties shall survive the
effectiveness of this Agreement, the execution and delivery of the other Loan Documents and the
making of the Loans. SECTION 4.1. Existence and Power. The Borrower is a limited partnership, duly formed and
validly existing as a limited partnership under the laws of the State of Delaware and has all
powers and all material governmental licenses, authorizations, consents and approvals required to
own its property and assets and carry on its business as now conducted or as it presently proposes
to conduct and has been duly qualified and is in good standing in every jurisdiction in which the
failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.
EOPT is a real estate investment trust, duly formed, validly existing and in good standing as a
real estate investment trust under the laws of the State of Maryland and has all powers and all
material governmental licenses, authorizations, consents and approvals required to own its property
and assets and carry on its business as now conducted or as it presently proposes to conduct and
has been duly qualified and is in good standing in every jurisdiction in which the failure to be so
qualified and/or in good standing is likely to have a Material Adverse Effect. SECTION 4.2. Power and Authority. The Borrower has the partnership power and authority to
execute, deliver and carry out the terms and provisions of each of the Loan Documents to which it
is a party and has taken all necessary partnership action, if any, to authorize the execution and
delivery on behalf of the Borrower and the performance by the Borrower of such Loan Documents. The
Borrower and EOPT each have duly executed and delivered each Loan Document to which it is a party
in accordance with the terms of this Agreement, and each such Loan Document constitutes the legal,
valid and binding obligation of the Borrower and EOPT, enforceable in accordance with its terms,
except as enforceability may be limited by applicable insolvency, bankruptcy or other laws
affecting creditors rights generally, or general principles of equity, whether such enforceability
is considered in a proceeding in equity or at law. EOPT has the power and authority to execute,
deliver and carry out the terms and provisions of each of the Loan Documents to which it is a party
and has taken all necessary action to authorize the execution, delivery and performance of such
Loan Documents. EOPT has the power and authority to execute, deliver and carry out the terms and
provisions of each of the Loan Documents on behalf of the Borrower to which the Borrower is a party
and has taken all necessary action to authorize the execution and delivery on behalf of the
Borrower and the performance by the Borrower of such Loan Documents. 38




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SECTION 4.3. No Violation. (a) Neither the execution, delivery or performance by or on behalf of the Borrower of the Loan
Documents to which it is a party, nor compliance by the Borrower with the terms and provisions
thereof nor the consummation of the transactions contemplated by the Loan Documents, (i) will
materially contravene any applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality, (ii) will materially conflict
with or result in any breach of, any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of the Borrower or any of its Consolidated
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, or other agreement or
other instrument to which the Borrower (or of any partnership of which the Borrower is a partner)
or any of its Consolidated Subsidiaries is a party or by which it or any of its property or assets
is bound or to which it is subject (except for such breaches and defaults under loan agreements
which the lenders thereunder have agreed to forbear pursuant to valid forbearance agreements), or
(iii) will cause a material default by the Borrower under any organizational document of any Person
in which the Borrower has an interest, or cause a material default under the Borrowers agreement
or certificate of limited partnership, the consequences of which conflict, breach or default would
have a Material Adverse Effect, or result in or require the creation or imposition of any Lien
whatsoever upon any Property (except as contemplated herein). (b) Neither the execution, delivery or performance by EOPT of the Loan Documents to which it
is a party, nor compliance by EOPT with the terms and provisions thereof nor the consummation of
the transactions contemplated by the Loan Documents, (i) will materially contravene any applicable
provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will materially conflict with or result in any breach of, any of
the terms, covenants, conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon any of the property
or assets of EOPT or any of its Consolidated Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, or other agreement or other instrument to which EOPT (or of any
partnership of which EOPT is a partner) or any of its Consolidated Subsidiaries is a party or by
which it or any of its property or assets is bound or to which it is subject (except for such
breaches and defaults under loan agreements which the lenders thereunder have agreed to forbear
pursuant to valid forbearance agreements), or (iii) will cause a material default by EOPT under any
organizational document of any Person in which EOPT has an interest, the consequences of which
conflict, breach or default would have a Material Adverse Effect, or result in or require the
creation or imposition of any Lien whatsoever upon any Property (except as contemplated herein). SECTION 4.4. Financial Information. (a) The consolidated balance sheets of EOPT and the Borrower as of December 31, 2003, and the
related statements of operations and cash flows of EOPT and the 39




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Borrower for the fiscal year then ended, reported on by Ernst & Young LLP, fairly present, in
conformity with GAAP, the consolidated financial position of EOPT and the Borrower, as the case may
be, as of such date and the consolidated results of operations and cash flows for such fiscal year. (b) Since December 31, 2004, (i) except as may have been disclosed in writing to the Banks,
nothing has occurred having a Material Adverse Effect, and (ii) except as set forth on Schedule
4.4(b), neither the Borrower nor EOPT has incurred any material indebtedness or guaranty on or
before the Closing Date. SECTION
4.5. Litigation. Except as previously disclosed by the Borrower in writing to the
Banks, there is no action, suit, proceeding or investigation pending against, or to the knowledge
of the Borrower threatened against or affecting, (i) the Borrower, EOPT or any of their
Consolidated Subsidiaries, (ii) the Loan Documents or any of the transactions contemplated by the
Loan Documents or (iii) any of their assets, before any court or arbitrator or any governmental
body, agency or official in which there is a reasonable possibility of an adverse decision which
could, individually, or in the aggregate have a Material Adverse Effect or which in any manner
draws into question the validity of this Agreement or the other Loan Documents. As of the Closing
Date, no such action, suit or proceeding exists. SECTION 4.6. Compliance with ERISA. (a) Except as set forth on Schedule 4.6 attached hereto, neither Borrower nor EOPT is a member
of or has entered into, maintained, contributed to, or been required to contribute to, or may incur
any liability with respect to any Plan or Multiemployer Plan or any other Benefit Arrangement. In
the event that at any time after the Closing Date, either the Borrower or EOPT shall become a
member of any other material Plan or Multiemployer Plan, Borrower promptly shall notify the
Administrative Agent thereof and from and after such notice Schedule 4.6 shall be deemed modified
thereby. (b) Except for a prohibited transaction arising solely because of a Banks breach of the
covenant set forth in Section 9.17 hereof, the transactions contemplated by the Loan Documents will
not constitute a nonexempt prohibited transaction (as such term is defined in Section 4975 of the
Code or Section 406 of ERISA) that could subject the Administrative Agent or any of the Banks to
any tax or penalty on prohibited transactions imposed under Section 4975 of the Code or Section
502(i) of ERISA and such transactions will not otherwise result in the Administrative Agent or any
of the Banks being deemed in violation of Sections 404 or 406 of ERISA or Section 4975 of the Code
or in the Administrative Agent or any of the Banks being a fiduciary or party in interest under
ERISA or a disqualified person as defined in Section 4975(e)(2) of the Code with respect to an
employee benefit plan within the meaning of Section 3(3) of ERISA or a plan within the meaning
of Section 4975(e)(1) of the Code. No assets of Borrower constitute assets (within the meaning of
ERISA or Section 4975 of the Code, including, but not limited to, 29 C.F.R. § 2510.3-101 or any
successor regulation thereto) of an employee benefit plan within the meaning of Section 3(3) of
ERISA or a plan within the 40




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meaning of Section 4975(e)(1) of the Code. In addition to the prohibitions set forth in this
Agreement and the other Loan Documents, and not in limitation thereof, Borrower covenants and
agrees that Borrower shall not use any assets (within the meaning of ERISA or Section 4975 of the
Code, including but not limited to 29 C.F.R. § 2510.3-101) of an employee benefit plan within the
meaning of Section 3(3) of ERISA or a plan within the meaning of Section 4975(e)(1) of the Code
to repay or secure the Note, the Loan, or the Obligations. SECTION 4.7. Environmental. The Borrower conducts reviews of the effect of Environmental Laws
on the business, operations and properties of the Borrower and its Consolidated Subsidiaries when
necessary in the course of which it identifies and evaluates associated liabilities and costs
(including, without limitation, any capital or operating expenditures required for clean-up or
closure of properties presently owned, any capital or operating expenditures required to achieve or
maintain compliance with environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities, and any actual or
potential liabilities to third parties, including, without limitation, employees, and any related
costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such
associated liabilities and costs, including, without limitation, the costs of compliance with
Environmental Laws, are unlikely to have a Material Adverse Effect. SECTION 4.8. Taxes. The Borrower, EOPT and their Consolidated Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns which are required to
be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower, EOPT or any Consolidated Subsidiary, except such taxes, if any, as are
reserved against in accordance with GAAP, such taxes as are being contested in good faith by
appropriate proceedings or such taxes, the failure to make payment of which when due and payable
will not have, in the aggregate, a Material Adverse Effect. The charges, accruals and reserves on
the books of the Borrower, EOPT and their Consolidated Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower, adequate. SECTION 4.9. Full Disclosure. All information heretofore furnished by the Borrower to the
Administrative Agent or any Bank for purposes of or in connection with this Agreement or any
transaction contemplated hereby or thereby is true and accurate in all material respects on the
date as of which such information is stated or certified. The Borrower has disclosed to the
Administrative Agent, in writing any and all facts which have or may have (to the extent the
Borrower can now reasonably foresee) a Material Adverse Effect. SECTION 4.10. Solvency. On the Closing Date and after giving effect to the transactions
contemplated by the Loan Documents occurring on the Closing Date, the Borrower and EOPT will be
Solvent. SECTION 4.11. Use of Proceeds. All proceeds of the Loans will be used by the Borrower only in
accordance with the provisions hereof. Neither the making of any Loan nor the use of the proceeds
thereof will violate or be inconsistent with the provisions of regulations T, U, or X of the
Federal Reserve Board. 41




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SECTION 4.12. Governmental Approvals. No order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, any Governmental
Authority, or any subdivision thereof, is required to authorize, or is required in connection with
the execution, delivery and performance of any Loan Document or the consummation of any of the
transactions contemplated thereby other than those that have already been duly made or obtained and
remain in full force and effect or those which, if not made or obtained, would not have a Material
Adverse Effect; SECTION 4.13. Investment Company Act; Public Utility Holding Company Act. Neither the
Borrower, EOPT nor any Consolidated Subsidiary is (x) an investment company or a company
controlled by an investment company, within the meaning of the Investment Company Act of 1940,
as amended, (y) a holding company or a subsidiary company of a holding company or an
affiliate of either a holding company or a subsidiary company within the meaning of the
Public Utility Holding Company Act of 1935, as amended, or (z) subject to any other federal or
state law or regulation which purports to restrict or regulate its ability to borrow money. SECTION 4.14. Principal Offices. As of the Closing Date, the principal office, chief executive
office and principal place of business of the Borrower is Two North Riverside Plaza, Chicago,
Illinois 60606. SECTION 4.15. EIT Status. EOPT is qualified and EOPT intends to continue to qualify as a real
estate investment trust under the Code. SECTION 4.16. Patents, Trademarks, etc. The Borrower has obtained and holds in full force and
effect all patents, trademarks, servicemarks, trade names, copyrights and other such rights, free
from burdensome restrictions, which are necessary for the operation of its business as presently
conducted, the impairment of which is likely to have a Material Adverse Effect. SECTION 4.17. Judgments. There are no final, non-appealable judgments or decrees in an
aggregate amount of Five Million Dollars ($5,000,000) or more entered by a court or courts of
competent jurisdiction against EOPT or the Borrower or, to the extent such judgment would be
recourse to EOPT or Borrower, any of its Consolidated Subsidiaries (other than judgments as to
which, and only to the extent, a reputable insurance company has acknowledged coverage of such
claim in writing or which have been paid or stayed). SECTION 4.18. No Default. No Event of Default or, to the best of the Borrowers knowledge,
Default exists under or with respect to any Loan Document and the Borrower is not in default in any
material respect beyond any applicable grace period under or with respect to any other material
agreement, instrument or undertaking to which it is a party or by which it or any of its property
is bound in any respect, the existence of which default is likely to result in a Material Adverse
Effect. 42




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SECTION 4.19. Licenses, etc. The Borrower has obtained and does hold in full force and effect,
all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation,
easements, rights of way and other consents and approvals which are necessary for the operation of
its businesses as presently conducted, the absence of which is likely to have a Material Adverse
Effect. SECTION 4.20. Compliance With Law. To the Borrowers knowledge, the Borrower and each of its
Real Property Assets are in compliance with all laws, rules, regulations, orders, judgments, writs
and decrees, including, without limitation, all building and zoning ordinances and codes, the
failure to comply with which is likely to have a Material Adverse Effect. SECTION 4.21. No Burdensome Restrictions. Except as may have been disclosed by the Borrower in
writing to the Banks, Borrower is not a party to any agreement or instrument or subject to any
other obligation or any charter or corporate or partnership restriction, as the case may be, which,
individually or in the aggregate, is likely to have a Material Adverse Effect. SECTION 4.22. Brokers Fees. The Borrower has not dealt with any broker or finder with respect
to the transactions contemplated by this Agreement or otherwise in connection with this Agreement,
and the Borrower has not done any act, had any negotiations or conversation, or made any agreements
or promises which will in any way create or give rise to any obligation or liability for the
payment by the Borrower of any brokerage fee, charge, commission or other compensation to any party
with respect to the transactions contemplated by the Loan Documents, other than the fees payable to
the Administrative Agent, the Lead Arranger and the Banks, and certain other Persons as previously
disclosed in writing to the Administrative Agent. SECTION 4.23. Labor Matters. Except as disclosed on Schedule 4.6, as of the Closing Date,
there are no collective bargaining agreements or Multiemployer Plans covering the employees of the
Borrower or any member of the ERISA Group and neither the Borrower nor any member of the ERISA
Group has suffered any strikes, walkouts, work stoppages or other material labor difficulty within
the last five years. SECTION 4.24. Insurance. The Borrower currently maintains insurance at 100% replacement cost
insurance coverage (subject to customary deductibles) in respect of each of its Real Property
Assets, as well as commercial general liability insurance (including, without limitation,
builders risk where applicable) against claims for personal, and bodily injury and/or death, to
one or more persons, or property damage, as well as workers compensation insurance, in each case
with respect to liability and casualty insurance with insurers having an A.M. Best policyholders
rating of not less than A-VII in amounts that prudent owners of assets such as Borrowers directly
or indirectly owned Real Property Assets would maintain. 43




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SECTION 4.25. Organizational Documents. The documents delivered pursuant to Section 3.1(e)
constitute, as of the Closing Date, all of the organizational documents (together with all
amendments and modifications thereof) of the Borrower and EOPT. The Borrower represents that it has
delivered to the Administrative Agent true, correct and complete copies of each such documents,
except for exhibits to Borrowers partnership agreement identifying the current list of partners
which, with the permission of the Banks, has been omitted therefrom. EOPT holds (directly or
indirectly) an 89.06% ownership interest in the Borrower as of the date hereof. SECTION 4.26. Qualifying Unencumbered Properties. As of the date hereof, each Property listed
on Schedule 1.1 as a Qualifying Unencumbered Property (i) is an operating Office Building or
Parking Property wholly-owned or ground leased (directly or beneficially) by Borrower, a Financing
Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any equity interests in
such Property that are owned directly or indirectly by Borrower, EOPT or any Joint Venture Parent
subject) to a Lien which secures Indebtedness of any Person, other than Permitted Liens, and (iii)
is not subject (nor are any equity interests in such Property that are owned directly or indirectly
by Borrower, EOPT or Joint Venture Parent subject) to any Negative Pledge. All of the information
set forth on Schedule 1.1 is true and correct in all material respects. SECTION 4.27. Tax Shelter Regulations. Borrower does not intend to treat the Loans as being a
reportable transaction (within the meaning of Treasury Regulation Section 1.6011-4). In the event
Borrower determines to take any action inconsistent with such intention, it will promptly notify
the Administrative Agent thereof. If Borrower so notifies the Administrative Agent, Borrower
acknowledges that one or more of the Banks may treat its Loans as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Bank or Banks, as applicable, will
maintain the lists and other records required by such Treasury Regulation. ARTICLE V AFFIRMATIVE AND NEGATIVE COVENANTS The Borrower covenants and agrees that, so long as any Bank has any Commitment hereunder or
any Obligations remain unpaid: SECTION 5.1. Information. The Borrower will deliver to the Administrative Agent (who will
promptly deliver copies of the same to each of the Banks): (a) as soon as available and in any event within five (5) Business Days after the same is
required to be filed with the Securities and Exchange Commission (but in no event later than 125
days after the end of each Fiscal Year of the Borrower) a consolidated balance sheet of the
Borrower, EOPT and their Consolidated Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of Borrowers and EOPTs operations and consoli- 44




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dated statements of Borrowers and EOPTs cash flow for such Fiscal Year, setting forth in each
case in comparative form the figures for the previous Fiscal Year (if available), all reported in a
manner acceptable to the Securities and Exchange Commission on Borrowers and EOPTs Form 10K and
reported on by Ernst & Young LLP or other independent public accountants of nationally recognized
standing; (b) as soon as available and in any event within five (5) Business Days after the same is
required to be filed with the Securities and Exchange Commission (but in no event later than 80
days after the end of each of the first three quarters of each Fiscal Year of the Borrower and
EOPT), (i) a consolidated balance sheet of the Borrower, EOPT and their Consolidated Subsidiaries
as of the end of such quarter and the related consolidated statements of Borrowers and EOPTs
operations and consolidated statements of Borrowers and EOPTs cash flow for such quarter and for
the portion of the Borrowers or EOPTs Fiscal Year ended at the end of such quarter, all reported
in the form provided to the Securities and Exchange Commission on Borrowers and EOPTs Form 10Q,
and (ii) and such other information reasonably requested by the Administrative Agent or any Bank; (c) simultaneously with the delivery of each set of financial statements referred to in
clauses (a) and (b) above, a certificate of the chief financial officer of the Borrower (i) setting
forth in reasonable detail the calculations required to establish whether the Borrower was in
compliance with the requirements of Section 5.8 on the date of such financial statements; (ii)
certifying (x) that such financial statements fairly present the financial condition and the
results of operations of the Borrower on the dates and for the periods indicated, on the basis of
GAAP, with respect to the Borrower subject, in the case of interim financial statements, to
normally recurring year-end adjustments, and (y) that such officer has reviewed the terms of the
Loan Documents and has made, or caused to be made under his or her supervision, a review in
reasonable detail of the business and condition of the Borrower during the period beginning on the
date through which the last such review was made pursuant to this Section 5.1(c) (or, in the case
of the first certification pursuant to this Section 5.1(c), the Closing Date) and ending on a date
not more than ten (10) Business Days prior to the date of such delivery and that (1) on the basis
of such financial statements and such review of the Loan Documents, no Event of Default existed
under Section 6.1(b) with respect to Sections 5.8 and 5.9 at or as of the date of said financial
statements, and (2) on the basis of such review of the Loan Documents and the business and
condition of the Borrower, to the best knowledge of such officer, as of the last day of the period
covered by such certificate no Default or Event of Default under any other provision of Section 6.1
occurred and is continuing or, if any such Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof and, the action the Borrower proposes to take
in respect thereof. Such certificate shall set forth the calculations required to establish the
matters described in clauses (1) and (2) above; (d) (i) within five (5) Business Days after any officer of the Borrower obtains knowledge of
any Default, if such Default is then continuing, a certificate of the chief financial officer, or
other executive officer of the Borrower setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto; and (ii) promptly and in 45




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any event within five (5) Business Days after the Borrower obtains knowledge thereof, notice of (x)
any litigation or governmental proceeding pending or threatened against the Borrower or its
directly or indirectly Real Property Assets as to which there is a reasonable possibility of an
adverse determination and which, if adversely determined, is likely to individually or in the
aggregate, result in a Material Adverse Effect, and (y) any other event, act or condition which is
likely to result in a Material Adverse Effect; (e) promptly upon the mailing thereof to the shareholders of EOPT generally, copies of all
financial statements, reports and proxy statements so mailed; (f) promptly upon the filing thereof, copies of all registration statements (other than the
exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on
Forms 10-K, 10-Q and 8-K (or their equivalents) (other than the exhibits thereto, which exhibits
will be provided upon request therefor by any Bank) which EOPT shall have filed with the Securities
and Exchange Commission; (g) promptly and in any event within thirty (30) days, if and when any member of the ERISA
Group: (i) gives or is required to give notice to the PBGC of any reportable event (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of such reportable event
given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal
liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under
Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under
Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such
notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a
copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of
ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails
to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could
result in the imposition of a Lien or the posting of a bond or other security, and in the case of
clauses (i) through (vii) above, which event could result in a Material Adverse Effect, a
certificate of the chief financial officer or the chief accounting officer of the Borrower setting
forth details as to such occurrence and action, if any, which the Borrower or applicable member of
the ERISA Group is required or proposes to take; (h) promptly and in any event within ten (10) days after the Borrower obtains actual knowledge
of any of the following events, a certificate of the Borrower, executed by an officer of the
Borrower, specifying the nature of such condition, and the Borrowers or, if the Borrower has
actual knowledge thereof, the Environmental Affiliates proposed initial response thereto: (i) the
receipt by the Borrower, or any of the Environmental Affiliates of any communi- 46




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cation (written or oral), whether from a Governmental Authority, citizens group, employee or
otherwise, that alleges that the Borrower, or any of the Environmental Affiliates, is not in
compliance with applicable Environmental Laws, and such noncompliance is likely to have a Material
Adverse Effect; (ii) the existence of any Environmental Claim pending against the Borrower or any
Environmental Affiliate and such Environmental Claim is likely to have a Material Adverse Effect;
or (iii) any release, emission, discharge or disposal of any Material of Environmental Concern that
is likely to form the basis of any Environmental Claim against the Borrower or any Environmental
Affiliate which in any such event is likely to have a Material Adverse Effect; (i) promptly and in any event within five (5) Business Days after receipt of any notices or
correspondence from any company or agent for any company providing insurance coverage to the
Borrower relating to any loss which is likely to result in a Material Adverse Effect, copies of
such notices and correspondence; (j) promptly after Borrower has notified the Administrative Agent of any intention by Borrower
to treat the Loans as being a reportable transaction (within the meaning of Treasury Regulation
Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and (k) from time to time such additional information regarding the financial position or business
of the Borrower, EOPT and their Subsidiaries as the Administrative Agent, at the request of any
Bank, may reasonably request in writing, so long as disclosure of such information could not result
in a violation of, or expose the Borrower, EOPT or their Subsidiaries to any material liability
under, any applicable law, ordinance or regulation or any agreements with unaffiliated third
parties that are binding on the Borrower, EOPT or any of their Subsidiaries or on any Property of
any of them. SECTION 5.2. Payment of Obligations. The Borrower, EOPT and their Consolidated Subsidiaries
will pay and discharge, at or before maturity, all their respective material obligations and
liabilities including, without limitation, any obligation pursuant to any agreement by which it or
any of its properties is bound, in each case where the failure to so pay or discharge such
obligations or liabilities is likely to result in a Material Adverse Effect, and will maintain in
accordance with GAAP, appropriate reserves for the accrual of any of the same. SECTION 5.3. Maintenance of Property; Insurance; Leases. (a) The Borrower will keep, and will cause each Consolidated Subsidiary to keep, all property
useful and necessary in its business, including without limitation its Real Property Assets (for so
long as it constitutes Real Property Assets), in good repair, working order and condition, ordinary
wear and tear excepted, in each case where the failure to so maintain and repair will have a
Material Adverse Effect. 47




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(b) The Borrower shall maintain, or cause to be maintained, insurance comparable to that
described in Section 4.24 hereof with insurers meeting the qualifications described therein, which
insurance shall in any event not provide for less coverage than insurance customarily carried by
owners of properties similar to, and in the same locations as, Borrowers Real Property Assets;
provided, however, that such coverages and amounts are available to Borrower at commercially
reasonable rates. The Borrower will deliver to the Administrative Agent upon the reasonable request
of the Administrative Agent from time to time (i) full information as to the insurance carried,
(ii) within five (5) days of receipt of notice from any insurer a copy of any notice of
cancellation or material change in coverage from that existing on the date of this Agreement and
(iii) forthwith, notice of any cancellation or nonrenewal (without replacement) of coverage by the
Borrower. SECTION 5.4. Maintenance of Existence. The Borrower and EOPT each will preserve, renew and
keep in full force and effect, its partnership and trust existence and its respective rights,
privileges and franchises necessary for the normal conduct of business unless the failure to
maintain such rights and franchises does not have a Material Adverse Effect. SECTION 5.5. Compliance with Laws. The Borrower and EOPT will, and will cause their
Subsidiaries to, comply in all material respects with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities (including, without limitation,
Environmental Laws, and all zoning and building codes with respect to its Real Property Assets and
ERISA and the rules and regulations thereunder and all federal securities laws) except where the
necessity of compliance therewith is contested in good faith by appropriate proceedings or where
the failure to do so will not have a Material Adverse Effect or expose Administrative Agent or
Banks to any material liability therefor. SECTION 5.6. Inspection of Property, Books and Records. The Borrower will keep proper books of
record and account in which full, true and correct entries shall be made of all dealings and
transactions in relation to its business and activities in conformity with GAAP, modified as
required by this Agreement and applicable law; and will permit representatives of any Bank at such
Banks expense to visit and inspect any of its properties, including without limitation its Real
Property Assets, and so long as disclosure of such information could not result in a violation of,
or expose the Borrower, EOPT or their Subsidiaries to any material liability under, any applicable
law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on
the Borrower, EOPT or any of their Subsidiaries or on any Property of any of them, to examine and
make abstracts from any of its books and records and to discuss its affairs, finances and accounts
with its officers and independent public accountants, all at such reasonable times during normal
business hours, upon reasonable prior notice and as often as may reasonably be desired.
Administrative Agent shall coordinate any such visit or inspection to arrange for review by any
Bank requesting any such visit or inspection. SECTION 5.7. Existence. The Borrower shall do or cause to be done, all things necessary to
preserve and keep in full force and effect its, EOPTs and their Consolidated Subsidiaries
existence and its patents, trademarks, servicemarks, tradenames, copyrights, 48




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franchises, licenses, permits, certificates, authorizations, qualifications, accreditation,
easements, rights of way and other rights, consents and approvals the nonexistence of which is
likely to have a Material Adverse Effect. SECTION 5.8. Financial Covenants. (a) Total Liabilities to Total Asset Value. The Borrower shall not permit the ratio of Total
Liabilities to Total Asset Value of Borrower to exceed 0.60:1 at any time. (b) EBITDA to Interest Expense Ratio. Borrower shall not permit the ratio of EBITDA for the
then most recently completed Fiscal Quarter to Interest Expense for the then most recently
completed Fiscal Quarter to be less than 2.00:1. (c) [Intentionally Omitted.] (d) Cash Flow to Fixed Charges Ratio. Borrower shall not permit the ratio of
Cash Flow for the then most recently completed Fiscal Quarter to Fixed Charges for the then most
recently completed Fiscal Quarter to be less than 1.5:1. (e) Secured Debt to Total Asset Value. Borrower shall not permit the ratio of Secured Debt to
Total Asset Value of Borrower to exceed 0.40:1 at any time. (f) Unencumbered Pool. Borrower shall not permit the ratio of the outstanding Unsecured Debt
to Unencumbered Asset Value to exceed 0.60:1 at any time. (g) Unencumbered Net Operating Income to Unsecured Debt Service. Borrower shall not permit the
ratio of Unencumbered Net Operating Income for the then most recently completed Fiscal Quarter to
Unsecured Debt Service for the then most recently completed Fiscal Quarter to be less than 2.0:1. (h) Minimum Tangible Net Worth. The Consolidated Tangible Net Worth of the Borrower determined
in conformity with GAAP will at no time be less than the sum of (i) $10,700,000,000, and (ii)
seventy percent (70%) of all Net Offering Proceeds received by EOPT or Borrower after December 31,
2002 (other than proceeds received within ninety (90) days after the redemption, retirement or
repurchase of ownership or equity interests in Borrower or EOPT, up to the amount paid by Borrower
or EOPT in connection with such redemption, retirement or repurchase, where, for the avoidance of
doubt, the net effect is that neither Borrower nor EOPT shall have increased its Consolidated
Tangible Net Worth as a result of any such proceeds). (i) Dividends. The Borrower will not, as determined on an aggregate annual basis, pay any
partnership distributions in excess of 95% of the Borrowers FFO for such year. During the
continuance of a monetary Event of Default, Borrower shall only pay partnership distributions that
are necessary to enable EOPT to make those dividends necessary to maintain 49




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EOPTs status as a real estate investment trust. For purposes of the foregoing, partnership
distributions shall include all distributions to common and preferred unitholders of Borrower. (j) Permitted Holdings. Borrowers primary business will be the ownership,
operation and development of Office Properties and Parking Properties and any other business
activities of Borrower and its Subsidiaries will remain incidental thereto. Notwithstanding the
foregoing, Borrower and its Subsidiaries may acquire or maintain Permitted Holdings if and so long
as the aggregate value of Permitted Holdings, whether held directly or indirectly by Borrower does
not exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower unless a greater
percentage is approved by the Majority Banks (which approval shall not be unreasonably withheld,
conditioned or delayed); provided, however, Borrower and its Subsidiaries may not acquire
or maintain (i) Unimproved Assets if and to the extent that the aggregate value of Unimproved
Assets, whether held directly or indirectly by Borrower, exceeds, at any time ten percent (10%) of
Total Asset Value of Borrower or (ii) interests in Taxable REIT Subsidiaries if and to the extent
that the aggregate value of interests in Taxable REIT Subsidiaries, whether held directly or
indirectly by Borrower exceeds, at any time, twenty percent (20%) of Total Asset Value of Borrower
unless, in either case, a greater percentage is approved by the Majority Banks (which approval
shall not be unreasonably withheld, conditioned or delayed). For purposes of calculating the
foregoing percentage the value of Unimproved Assets and interests in Taxable REIT Subsidiaries
shall be calculated based upon the lower of the cost thereof and value, determined in accordance
with GAAP; provided that, in the case of any Unimproved Assets held by an Investment Affiliate,
only Borrowers Share of the cost or value of such Unimproved Assets shall be used in calculating
the foregoing percentages. (k) No Liens. Borrower and EOPT shall not, and shall not allow any of their
Subsidiaries, Financing Partnerships or Joint Venture Subsidiaries to, allow any Qualifying
Unencumbered Property (or any equity interests in such Property that are owned directly or
indirectly by Borrower, EOPT or any Joint Venture Parent), that is necessary to comply with the
provisions of Sections 5.8(f) and (g) hereof, to become subject to a Lien that secures the
Indebtedness of any Person, other than Permitted Liens or Liens securing obligations under the
Existing Revolving Credit Agreement. (1) Calculation. With the exception of the calculation required pursuant to
Section 5.8(i), calculations of ratios and financial requirements shall be made as of the last day
of each Fiscal Quarter. All calculations required pursuant to this Section 5.8 shall exclude the
effect of any consolidation required by FIN 46(R). SECTION 5.9. Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT shall enter into any merger or consolidation without
obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall
not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the
surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly in the
commercial real estate business, (iii) the creditworthiness of the surviving entitys 50




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long term unsecured debt or implied senior debt, as applicable, is not lower than Borrowers
or EOPTs creditworthiness two months immediately preceding such merger, and (iv) the then fair
market value of the assets of the entity which is merged into the Borrower or EOPT is less than
twenty-five percent (25%) of the Borrowers or EOPTs then Total Asset Value following such merger.
Neither the Borrower nor EOPT shall liquidate, wind-up or dissolve (or suffer any liquidation or
dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in
one transaction or series of transactions, all or substantially all of its business or property,
whether now or hereafter acquired. Nothing in this Section shall be deemed to prohibit the sale or
leasing of portions of the Real Property Assets in the ordinary course of business. (b) The Borrower shall not amend its agreement of limited partnership or
other organizational documents in any manner that would have a Material Adverse Effect
without the Majority Banks consent, which shall not be unreasonably withheld, conditioned or
delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner
of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other
organizational documents in any manner that would have a Material Adverse Effect without the
Majority Banks consent, which shall not be unreasonably withheld, conditioned or delayed. The
Borrower shall not make any in-kind transfer of any of its property or assets to any of its
constituent partners if such transfer would result in an Event of Default under Section 6.1(b)
by reason of a breach of the provisions of Section 5.8. (c) Subject to the provisions of clause (b) above, the Borrower shall deliver to
Administrative Agent copies of all amendments to its agreement of limited partnership or to
EOPTs declaration of trust, by-laws, or other organizational documents no less than ten (10)
days after the effective date of any such amendment. SECTION 5.10. Changes in Business. (a) Except for Permitted Holdings, neither the Borrower nor EOPT shall enter
into any business which is substantially different from that conducted by the Borrower or EOPT
on the Closing Date after giving effect to the transactions contemplated by the Loan
Documents. The Borrower shall carry on its business operations through the Borrower, its Consolidated
Subsidiaries and its Investment Affiliates. (b) Except for Permitted Holdings, Borrower shall not engage in any line of
business other than ownership, operation and development of Office Properties and Parking
Properties and the provision of services incidental thereto, whether directly or through its
Consolidated Subsidiaries and Investment Affiliates. SECTION
5.11. EOPT Status. (a) Status. EOPT shall at all times (i) remain a publicly traded company listed
for trading on the New York Stock Exchange, and (ii) maintain its status as a self-directed and
self-administered real estate investment trust under the Code. 51




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(b) Indebtedness. EOPT shall not, directly or indirectly, create, incur, assume
or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness,
except: (1) the Obligations; and (2) Indebtedness of Borrower for which there is recourse to EOPT
which, after giving effect thereto, may be incurred or may remain outstanding without
giving rise to an Event of Default or Default under any provision of this Article V. (c) Restriction on Fundamental Changes. (1) EOPT shall not have an investment in any Person other than (i)
Borrower or indirectly through Borrower, (ii) directly or indirectly in Financing
Partnerships, and (iii) the interests identified on Schedule 5.1 l(c)(l) as being owned by
EOPT. (2) EOPT shall not acquire an interest in any Property other than (i)
securities issued by Borrower, Financing Partnerships and Persons formed solely for the
purpose of holding EOPTs indirect investments in Financing Partnerships, and (ii) the
interests identified on Schedule 5.1 l(c)(2) attached hereto. (3) Neither of EOP-QRS Trust nor EOP-QRS LaJolla Trust shall have
any investments or own any assets other than (i) the interests in the Financing Partnerships identified on Schedule 5.1 l(c)(3) as being owned by EOP-QRS Trust or EOP-QRS
LaJolla Trust, (ii) investments in Financing Partnerships that EOPT is permitted to own
pursuant to Section 5.1 l(c)(l). (d) Environmental Liabilities. Neither EOPT nor any of its Subsidiaries shall
become subject to any Environmental Claim which has a Material Adverse Effect, including,
without limitation, any arising out of or related to (i) the release or threatened release of
any
Material of Environmental Concern into the environment, or any remedial action in response
thereto, or (ii) any violation of any Environmental Laws. Notwithstanding the foregoing
provision, EOPT shall have the right to contest in good faith any claim of violation of an
Environmental Law by appropriate legal proceedings and shall be entitled to postpone
compliance with the obligation being contested as long as (i) no Event of Default shall have
occurred
and be continuing, (ii) EOPT shall have given Administrative Agent prior written notice of the
commencement of such contest, (iii) noncompliance with such Environmental Law shall not
subject EOPT or such Subsidiary to any criminal penalty or subject Administrative Agent or any
Bank to pay any civil penalty or to prosecution for a crime, and (iv) no portion of any
Property
material to Borrower or its condition or prospects shall be in substantial danger of being
sold,
forfeited or lost, by reason of such contest or the continued existence of the matter being
contested. 52




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(e) Disposal of Partnership Interests. EOPT will not directly or indirectly
convey, sell, transfer, assign, pledge or otherwise encumber or dispose of any of its partnership
interests in Borrower or any of its equity interest in any of the partners of the Borrower as of
the date hereof (except in connection with the dissolution or liquidation of such partners of the
Borrower), except for the reduction of EOPTs interest in the Borrower arising from Borrowers
issuance of partnership interests in the Borrower or the retirement of preference units by
Borrower. EOPT will continue to be the sole general partner of Borrower. SECTION 5.12. Other Indebtedness. Borrower and EOPT shall not allow any of their
Subsidiaries, Financing Partnerships or Joint Venture Subsidiaries that own, directly or
indirectly, any Qualifying Unencumbered Property to directly or indirectly create, incur, assume or
otherwise become or remain liable with respect to any Indebtedness other than trade debt incurred
in the ordinary course of business, Indebtedness owing to Borrower and obligations under the
Existing Revolving Credit Facility, if the resulting failure of such Property to qualify as a
Qualifying Unencumbered Property would result in an Event of Default under Section 5.8. SECTION 5.13. Forward Equity Contracts. If Borrower shall enter into any forward
equity contracts, Borrower may only settle the same by delivery of stock, it being agreed that if
Borrower shall settle the same with cash, the same shall constitute an Event of Default hereunder. ARTICLE VI DEFAULTS SECTION 6.1. Events of Default. An Event of Default shall have occurred if one or
more of the following events shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan, or the
Borrower shall fail to pay when due interest on any Loan or any fees or any other amount
payable to Administrative Agent, Lead Arranger or the Banks hereunder and the same shall continue for
a period of five (5) days after the same becomes due; (b) the Borrower (or in the case of Section 5.11, EOPT) shall fail to observe or
perform any covenant contained in Section 5.8, Section 5.9(a) or (b), Section 5.10, Section
5.11 (a), (b), (c) or (e), Section 5.12 or Section 5.13; (c) the Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause (a), (b), (d), (e), (f), (g),
(h), (j),
(n) or (o) of this Section 6.1) for 30 days after written notice thereof has been given to the
Borrower by the Administrative Agent, or if such default is of such a nature that it cannot
with
reasonable effort be completely remedied within said period of thirty (30) days such
additional
period of time as may be reasonably necessary to cure same, provided Borrower commences such 53




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cure within said thirty (30) day period and diligently prosecutes same, until completion, but
in no event shall such extended period exceed ninety (90) days; (d) any representation, warranty, certification or statement made by the
Borrower in this Agreement or EOPT on the EOPT Guaranty or in any certificate, financial
statement or other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made) and, with respect to such
representations, warranties, certifications or statements not known by the Borrower or EOPT,
as
applicable, at the time made or deemed made to be incorrect, the defect causing such
representation or warranty to be incorrect when made (or deemed made) is not removed within thirty (30)
days after written notice thereof from Administrative Agent to Borrower or EOPT, as
applicable; (e) the Borrower, EOPT, any Subsidiary or any Investment Affiliate shall
default in the payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) of any amount owing in respect of any Recourse Debt (other than the
Obligations) for which the aggregate outstanding principal amount exceeds $50,000,000 and
such default shall continue beyond the giving of any required notice and the expiration of any
applicable grace period and such default has not been waived, in writing, by the holder of any
such Debt; or the Borrower, EOPT, any Subsidiary or any Investment Affiliate shall default in
the performance or observance of any obligation or condition with respect to any such Recourse
Debt or any other event shall occur or condition exist beyond the giving of any required
notice
and the expiration of any applicable grace period, if the effect of such default, event or
condition
is to accelerate the maturity of any such indebtedness or to permit (without any further
requirement of notice or lapse of time) the holder or holders thereof, or any trustee or agent for
such
holders, to accelerate the maturity of any such indebtedness; (f) the Borrower or EOPT shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts
under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment
of a trustee, receiver, liquidate, custodian or other similar official of it or any
substantial part of
its property, or shall consent to any such relief or to the appointment of or taking possession
by
any such official in an involuntary case or other proceeding commenced against it, or shall
make
a general assignment for the benefit of creditors, or shall fail generally to pay its debts as
they
become due, or shall take any action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the
Borrower or EOPT seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar official of it
or any
substantial part of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 90 days; or an order for relief shall be entered
against
the Borrower or EOPT under the federal bankruptcy laws as now or hereafter in effect; 54




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(h) one or more final, non-appealable judgments or decrees in an aggregate amount
of Twenty Million Dollars ($20,000,000) or more shall be entered by a court or courts of competent
jurisdiction against EOPT, the Borrower or, to the extent of any recourse to EOPT or the Borrower,
any of its Consolidated Subsidiaries (other than any judgment as to which, and only to the extent,
a reputable insurance company has acknowledged coverage of such claim in writing) and (i) any such
judgments or decrees shall not be stayed, discharged, paid, bonded or vacated within thirty (30)
days or (ii) enforcement proceedings shall be commenced by any creditor on any such judgments or
decrees; (i) the Board of Trustees of the EOPT shall cease to consist of a majority of Continuing
EOPT Trustees. Continuing EOPT Trustees shall mean the trustees of EOPT on the Effective
Date and each other trustee of EOPT if such trustees nomination for election to the Board of
Trustees of EOPT is recommended by a majority of the then Continuing EOPT Trustees or by a majority
of any nominating committee appointed by the then Continuing EOPT Trustees for the purpose of
nominating directors for election to the Board of Trustees of EOPT, unless such recommendation is
in connection with, or as a result of, the acquisition of a controlling interest in EOPT by a third
Person; (j) any Person (including affiliates of such Person) or group (as such term is
defined in applicable federal securities laws and regulations) shall acquire more than thirty
percent (30%) of the common shares of EOPT; (k) EOPT shall cease at any time to qualify as a real estate investment trust under the
Code; (l) if any Termination Event with respect to a Plan, Multiemployer Plan or Benefit
Arrangement shall occur as a result of which Termination Event or Events any member of the ERISA
Group has incurred or may incur any liability to the PBGC or any other Person and the sum
(determined as of the date of occurrence of such Termination Event) of the insufficiency of such
Plan, Multiemployer Plan or Benefit Arrangement and the insufficiency of any and all other Plans,
Multiemployer Plans and Benefit Arrangements with respect to which such a Termination Event shall
occur and be continuing (or, in the case of a Multiple Employer Plan with respect to which a
Termination Event described in clause (ii) of the definition of Termination Event shall occur and
be continuing and in the case of a liability with respect to a Termination Event which is or could
be a liability of the Borrower or EOPT rather than a liability of the Plan, the liability of the
Borrower or EOPT) is equal to or greater than $10,000,000 and which the Administrative Agent
reasonably determines will have a Material Adverse Effect; (m) if, any member of the ERISA Group shall commit a failure described in Section
302(f)(l) of ERISA or Section 412(n)(l) of the Code and the amount of the lien determined under
Section 302(f)(3) of ERISA or Section 412(n)(3) of the Code that could reasonably be expected to be
imposed on any member of the ERISA Group or their assets in respect of such failure shall be equal
to or greater than $10,000,000 and which the Administrative Agent reasonably determines will have a
Material Adverse Effect; 55




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(n) at any time, for any reason the Borrower seeks to repudiate its obligations
under any Loan Document or EOPT seeks to repudiate its obligations under the EOPT Guaranty; (o) a default beyond any applicable notice or grace period under any of the other Loan
Documents; (p) any assets of Borrower shall constitute assets (within the meaning of ERISA or
Section 4975 of the Code, including but not limited to 29 C.F.R. § 2510.3-101 or any successor
regulation thereto) of an employee benefit plan within the meaning of Section 3(3) of ERISA or a
plan within the meaning of Section 4975(e)(l) of the Code; or (q) the Note, the Loan, the Obligations, the EOPT Guaranty or any of the Loan Documents
or the exercise of any of the Administrative Agents or any of the Banks rights in connection
therewith shall constitute a prohibited transaction under ERISA and/or the Code. SECTION 6.2. Rights and Remedies. (a) Upon the occurrence of any Event of Default described in Sections 6.1 (f),
(g), (p) or (q), the Commitments shall immediately terminate and the unpaid principal amount
of,
and any and all accrued interest on, the Loans and any and all accrued fees and other
Obligations
hereunder shall automatically become immediately due and payable, with all additional interest
from time to time accrued thereon and without presentation, demand, or protest or other
requirements of any kind (including, without limitation, valuation and appraisement,
diligence,
presentment, notice of intent to demand or accelerate and notice of acceleration), all of
which are
hereby expressly waived by the Borrower; and upon the occurrence and during the continuance
of any other Event of Default, the Administrative Agent may (and upon the demand of the
Required Banks shall), by written notice to the Borrower, in addition to the exercise of all
of the
rights and remedies permitted the Administrative Agent and the Banks at law or equity or under
any of the other Loan Documents, declare that the Commitments are terminated and declare the
unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any
and
all accrued fees and other Obligations hereunder to be, and the same shall thereupon be,
immediately due and payable with all additional interest from time to time accrued thereon and
(except as otherwise provided in the Loan Documents) without presentation, demand, or protest
or other requirements of any kind (including, without limitation, valuation and appraisement,
diligence, presentment, notice of intent to demand or accelerate and notice of acceleration),
all of
which are hereby expressly waived by the Borrower. (b) Notwithstanding anything to the contrary contained in this Agreement or
in any other Loan Document, the Administrative Agent, and the Banks each agree that any
exercise or enforcement of the rights and remedies granted to the Administrative Agent or the
Banks under this Agreement or at law or in equity with respect to this Agreement or any other
Loan Documents shall be commenced and maintained by the Administrative Agent on behalf of
the Administrative Agent and/or the Banks. The Administrative Agent shall act at the direction
of the Required Banks in connection with the exercise of any and all remedies at law, in
equity or 56




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under any of the Loan Documents or, if the Required Banks are unable to reach agreement, then, from
and after an Event of Default, the Administrative Agent may pursue such rights and remedies as it
may determine. SECTION 6.3. Notice of Default. The Administrative Agent shall give notice to the
Borrower under Section 6.1 (c) and 6.1 (d) promptly upon being requested to do so by the Required
Banks and shall thereupon notify all the Banks thereof. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default (other than
nonpayment of principal of or interest on the Loans) unless Administrative Agent has received
notice in writing from a Bank or Borrower referring to this Agreement or the other Loan Documents,
describing such event or condition. Should Administrative Agent receive notice of the occurrence of
an Default or Event of Default expressly stating that such notice is a notice of an Default or
Event of Default, or should Administrative Agent send Borrower a notice of Default or Event of
Default, Administrative Agent shall promptly give notice thereof to each Bank. SECTION 6.4. Distribution of Proceeds after Default. Notwithstanding anything
contained herein to the contrary but subject to the provisions of Section 9.16 hereof, from and
after an Event of Default, to the extent proceeds are received by Administrative Agent, such
proceeds will be distributed to the Banks pro rata in accordance with the unpaid principal amount
of the Loans (giving effect to any participations granted therein pursuant to Section 2.3 and
Section 9.4). ARTICLE VII THE AGENTS SECTION 7.1. Appointment and Authorization. Each Bank irrevocably appoints and
authorizes the Administrative Agent and the Lead Arranger to take such action as agent on its
behalf and to exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent and the Lead Arranger by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto. Except as set forth in Sections
7.8 and 7.9 hereof, the provisions of this Article VII are solely for the benefit of Administrative
Agent, the Lead Arranger and the Banks, and Borrower shall not have any rights to rely on or
enforce any of the provisions hereof. In performing its functions and duties under this Agreement,
Administrative Agent and the Lead Arranger shall each act solely as an agent of the Banks and do
not assume and shall not be deemed to have assumed any obligation toward or relationship of agency
or trust with or for the Borrower. SECTION 7.2. Agency and Affiliates. Wachovia Bank, National Association shall have the
same rights and powers under this Agreement as any other Bank and may exercise or refrain from
exercising the same as though it were not the Administrative Agent, and Wachovia Bank, National
Association and its affiliates may accept deposits from, lend money to, 57




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and generally engage in any kind of business with the Borrower, EOPT or any Subsidiary or
affiliate of the Borrower as if it were not the Administrative Agent hereunder, and the term
Bank and Banks shall include Wachovia Bank, National Association in its individual
capacity. SECTION
7.3. Action by Administrative Agent and Lead Arranger. The obligations of the
Administrative Agent and Lead Arranger hereunder are only those expressly set forth herein. Without
limiting the generality of the foregoing, the Administrative Agent and Lead Arranger shall not be
required to take any action with respect to any Default or Event of Default, except as expressly
provided in Article VI. The duties of Administrative Agent and Lead Arranger shall be
administrative in nature. Subject to the provisions of Sections 7.1, 7.5 and 7.6, Administrative
Agent shall use the same care in the administration of the Loans in the same manner as
Administrative Agent uses in the administration of its own loans. SECTION 7.4. Consultation with Experts. As between Administrative Agent and Lead
Arranger on the one hand and the Banks on the other hand, the Administrative Agent and Lead
Arranger may consult with legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants
or experts. SECTION
7.5. Liability of Administrative Agent. As between Administrative Agent on the
one hand and the Banks on the other hand, none of the Administrative Agent nor any of its
affiliates nor any Agent-Related Person, shall be liable for any action taken or not taken by it in
connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the
absence of its own gross negligence or willful misconduct. As between Administrative Agent on the
one hand and the Banks on the other hand, none of the Administrative Agent nor any Agent-Related
Person, shall be responsible for or have any duty to ascertain, inquire into or verify: (i) any
statement, warranty or representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition specified in
Article II, except receipt of items
required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the other Loan Documents or any other instrument or writing
furnished in connection herewith. As between Administrative Agent and the Agent-Related Persons on
the one hand and the Banks on the other hand, neither the Administrative Agent nor the
Agent-Related Persons shall incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex or similar writing)
believed by it to be genuine or to be signed by the proper party or parties. SECTION
7.6. Indemnification. Each Bank shall, ratably in accordance with its
Commitment, indemnify the Administrative Agent and each Agent-Related Person and their affiliates
and its directors, officers, agents and employees (to the extent not reimbursed by the Borrower)
against any cost, expense (including, without limitation, counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitees 58




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gross negligence or willful misconduct) that such indemnitee may suffer or incur in connection
with its duties as Administrative Agent under this Agreement, the other Loan Documents or any
action taken or omitted by such indemnitee hereunder. In the event that the Administrative Agent or
any Agent-Related Person shall, subsequent to its receipt of indemnification payment(s) from Banks
in accordance with this section, recoup any amount from the Borrower, or any other party liable
therefor in connection with such indemnification, the Administrative Agent or such Agent-Related
Person shall reimburse the Banks which previously made the payment(s) pro rata, based upon the
actual amounts which were theretofore paid by each Bank. The Administrative Agent or such
Agent-Related Person shall reimburse such Banks so entitled to reimbursement within two (2)
Business Days of its receipt of such funds from the Borrower or such other party liable therefor. SECTION 7.7. Credit Decision. Each Bank acknowledges that it has, independently and
without reliance upon the Administrative Agent, the Lead Arranger or any other Bank or
Agent-Related Person, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges
that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger
or any other Bank or Agent-Related Person, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking any
action under this Agreement. SECTION 7.8. Successor Administrative Agent or Lead Arranger. The Administrative Agent
or the Lead Arranger may resign at any time by giving notice thereof to the Banks, the Borrower and
each other. In addition, the Administrative Agent shall resign in the event its Commitment (without
participations) is reduced to less than Thirty Million Dollars ($30,000,000), unless as a result of
a cancellation or reduction in the aggregate Commitments. Upon any such resignation, the Majority
Banks shall have the right to appoint a successor Administrative Agent or Lead Arranger, as
applicable, which successor Administrative Agent or successor Lead Arranger (as applicable) shall,
provided no Event of Default has occurred and is then continuing, be subject to Borrowers
approval, which approval shall not be unreasonably withheld, conditioned or delayed. If no
successor Administrative Agent or Lead Arranger (as applicable) shall have been so appointed by the
Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30
days after the retiring Administrative Agent or Lead Arranger (as applicable) gives notice of
resignation, then the retiring Administrative Agent, or retiring Lead Arranger (as applicable) may,
on behalf of the Banks, appoint a successor Administrative Agent or Lead Arranger (as applicable),
which shall be the Administrative Agent or the Lead Arranger as the case may be, who shall act until
the Majority Banks shall appoint an Administrative Agent or Lead Arranger. Any appointment of a
successor Administrative Agent or Lead Arranger by Majority Banks or the retiring Administrative
Agent or the Lead Arranger pursuant to the preceding sentence shall, provided no Event of Default
has occurred and is then continuing, be subject to the Borrowers approval, which approval shall
not be unreasonably withheld, conditioned or delayed. Upon the acceptance of its appointment as the
Administrative Agent or Lead Arranger hereunder by a successor Administrative Agent or successor
Lead Arranger, as applicable, such successor Administrative Agent, or successor Lead Arranger, as 59




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applicable, shall thereupon succeed to and become vested with all the rights and duties of the
retiring Administrative Agent or retiring Lead Arranger, as applicable, and the retiring
Administrative Agent or the retiring Lead Arranger, as applicable, shall be discharged from its
duties and obligations hereunder. After any retiring Administrative Agents or retiring Lead
Arrangers resignation hereunder, the provisions of this Article shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Administrative Agent or the Lead
Arranger, as applicable. For gross negligence or willful misconduct, as determined by all the Banks
(excluding for such determination Administrative Agent in its capacity as a Bank, as applicable),
Administrative Agent or Lead Arranger may be removed at any time by giving at least thirty (30)
Business Days prior written notice to Administrative Agent, Lead Arranger and Borrower. Such
resignation or removal shall take effect upon the acceptance of appointment by a successor
Administrative Agent or Lead Arranger, as applicable, in accordance with the provisions of this
Section 7.8. SECTION 7.9. Consents and Approvals. All communications from Administrative Agent to
the Banks requesting the Banks determination, consent, approval or disapproval (i) shall be given
in the form of a written notice to each Bank, (ii) shall be accompanied by a description of the
matter or item as to which such determination, approval, consent or disapproval is requested, or
shall advise each Bank where such matter or item may be inspected, or shall otherwise describe the
matter or issue to be resolved, (iii) shall include, if reasonably requested by a Bank and to the
extent not previously provided to such Bank, written materials and a summary of all oral
information provided to Administrative Agent by Borrower in respect of the matter or issue to be
resolved, and (iv) shall include Administrative Agents recommended course of action or
determination in respect thereof. Each Bank shall reply promptly, but in any event within ten (10)
Business Days after receipt of the request therefor from
Administrative Agent (the Bank Reply
Period). Unless a Bank shall give written notice to Administrative Agent that it objects to the
recommendation or determination of Administrative Agent (together with a written explanation of the
reasons behind such objection) within the Bank Reply Period, such Bank shall be deemed to have
approved of or consented to such recommendation or determination. With respect to decisions
requiring the approval of the Required Banks, Majority Banks or all the Banks, Administrative Agent
shall submit its recommendation or determination for approval of or consent to such recommendation
or determination to all Banks and upon receiving the required approval or consent shall follow the
course of action or determination of the Required Banks, Majority Banks or all the Banks (and each
non-responding Bank shall be deemed to have concurred with such recommended course of action), as
the case may be. 60




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ARTICLE VIII CHANGE IN CIRCUMSTANCES SECTION
8.1. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior
to the first day of any Interest Period for any Euro-Dollar Borrowing the Administrative Agent
determines in good faith that deposits in dollars (in the applicable amounts) are not being offered
in the relevant market for such Interest Period, the Administrative Agent shall forthwith give
notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of
the Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the
Administrative Agent at least two Business Days before the date of any Euro-Dollar Borrowing for
which a Notice of Borrowing has previously been given that it elects not to borrow on such date,
such Borrowing shall instead be made as a Base Rate Borrowing. SECTION 8.2. Illegality. If, on or after the date of this Agreement, the adoption of
any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or
any change in the interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive (whether or not
having the force of law) made after the Closing Date of any such authority, central bank or
comparable agency shall make it unlawful for any Bank (or its Euro-Dollar Lending Office) to make,
maintain or fund its Euro-Dollar Loans, the Administrative Agent shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies the Borrower and
the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank in case of the event described above to make Euro-Dollar Loans, shall be
suspended. With respect to Euro-Dollar Loans, before giving any notice to the Administrative Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar Lending Office if such
designation will avoid the need for giving such notice and will not, in the judgment of such Bank,
be otherwise disadvantageous to such Bank. If such Bank shall determine that it may not lawfully
continue to maintain and fund any of its outstanding Euro-Dollar Loans to maturity and shall so
specify in such notice, the Borrower shall be deemed to have delivered a Notice of Interest Rate
Election and such Euro-Dollar Loan shall be converted as of such date to a Base Rate Loan (without
payment of any amounts that Borrower would otherwise be obligated to pay pursuant to Section 2.13
hereof with respect to Loans converted pursuant to this Section 8.2) in an equal principal amount
from such Bank (on which interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate Loan. If at any time, it shall be unlawful for any Bank to make, maintain or fund its Euro-Dollar
Loans, the Borrower shall have the right, upon five (5) Business Days notice to the Administrative
Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to
purchase the Commitments of such Bank for an amount equal to such Banks outstanding Loans, and to
become a Bank hereunder, or obtain the agreement of one or more 61




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existing Banks to offer to purchase the Commitments of such Bank for such amount, which offer such
Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank,
together with interest and all other amounts due thereon, upon which event, such Banks Commitments
shall be deemed to be canceled pursuant to Section 2.11(e). SECTION 8.3. Increased Cost and Reduced Return. (a) If, on or after the date hereof in the case of Loans made pursuant to
Section 2.1, the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof by
any
Governmental Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) made at the Closing Date of any
such authority, central bank or comparable agency shall impose, modify or deem applicable any
reserve (including, without limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve System), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by, any Bank (or
its
Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or
on
the interbank market any other condition materially more burdensome in nature, extent or
consequence than those in existence as of the Loan Effective Date affecting such Banks
Euro-Dollar Loans, its Note, or its obligation to make Euro-Dollar Loans, and the result of any of
the
foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or
maintaining any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or under its Note with
respect to such Euro-Dollar Loans, by an amount deemed by such Bank to be material, then,
within 15 days after demand by such Bank (with a copy to the Administrative Agent), the
Borrower shall pay to such Bank such additional amount or amounts (based upon a reasonable
allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will
compensate such Bank for such increased cost or reduction to the extent such Bank generally
imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Bank shall have reasonably determined that, after the date hereof,
the adoption of any applicable law, rule or regulation regarding capital adequacy, or any
change
in any such law, rule or regulation, or any change in the interpretation or administration
thereof
by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy
(whether or
not having the force of law) made after the Closing Date of any such authority, central bank
or
comparable agency, has or would have the effect of reducing the rate of return on capital of
such
Bank (or its Parent) as a consequence of such Banks obligations hereunder to a level below
that
which such Bank (or its Parent) could have achieved but for such adoption, change, request or
directive (taking into consideration its policies with respect to capital adequacy) by an
amount
reasonably deemed by such Bank to be material, then from time to time, within 15 days after
demand by such Bank (with a copy to the Administrative Agent), the Borrower shall pay to such
Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such 62




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reduction to the extent such Bank generally imposes such additional amounts on other borrowers of
such Bank in similar circumstances. (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof, which will
entitle
such Bank to compensation pursuant to this Section and will designate a different Applicable
Lending Office if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any such event within 90
days
following the end of the month during which such event occurred, then Borrowers liability for
any amounts described in this Section incurred by such Bank as a result of such event shall be
limited to those attributable to the period occurring subsequent to the ninetieth (90th) day
prior to
the date upon which such Bank actually notified Borrower of the occurrence of such event. A
certificate of any Bank claiming compensation under this Section and setting forth a
reasonably
detailed calculation of the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of demonstrable error. In determining such amount, such Bank may
use any reasonable averaging and attribution methods. (d) If
at any time, any Bank shall be owed amounts pursuant to this Section
8.3, the Borrower shall have the right, upon five (5) Business Days notice to the
Administrative
Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer
to
purchase the Commitments of such Bank for an amount equal to such Banks outstanding Loans,
and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer such Bank is
hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank,
together
with interest and all other amounts due thereon, upon which event, such Banks Commitment
shall be deemed to be canceled pursuant to Section 2.11(e). SECTION 8.4. Taxes. (a) Any and all payments by the Borrower to or for the account of any Bank or the
Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each
Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it,
by the jurisdiction under the laws of which such Bank or the Administrative Agent (as the case may
be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed
on its income, and franchise or similar taxes imposed on it, by the jurisdiction of such Banks
Applicable Lending Office or any political subdivision thereof or by any other jurisdiction (or any
political subdivision thereof) as a result of a present or former connection between such Bank or
Administrative Agent and such other jurisdiction or by the United States (all such non-excluded
taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as Non-Excluded Taxes). If the Borrower shall be required by law to deduct any
Non-Excluded Taxes from or in respect of any sum payable 63




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hereunder or under any Note, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including, without limitation, deductions applicable to additional
sums payable under this Section 8.4) such Bank or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable law and (iv) the
Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.1, the
original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, or charges or similar levies which
arise
from any payment made hereunder or under any Note or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note (hereinafter
referred to as Other Taxes). (c) The Borrower agrees to indemnify each Bank and the Administrative
Agent for the full amount of Non-Excluded Taxes or Other Taxes (including, without limitation,
any Non-Excluded Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts
payable under this Section 8.4) paid by such Bank or the Administrative Agent (as the case may
be) and, so long as such Bank or Administrative Agent has promptly paid any such Non-Excluded Taxes or Other Taxes, any liability for penalties and interest arising therefrom or
with
respect thereto. This indemnification shall be made within 15 days from the date such Bank or
the Administrative Agent (as the case may be) makes demand therefor. (d) Each Bank organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement in the case of
each
Bank listed on the signature pages hereof and on or prior to the date on which it becomes a
Bank
in the case of each other Bank, shall provide the Borrower with (A) two duly completed copies
of
Internal Revenue Service form 1001, or any successor form prescribed by the Internal Revenue
Service, and (B) an Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, or any
successor form prescribed by the Internal Revenue Service, and shall provide Borrower with two
further copies of any such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event requiring a
change
in the most recent form previously delivered by it to Borrower, certifying (i) in the case of
a
Form 1001, that such Bank is entitled to benefits under an income tax treaty to which the
United
States is a party which reduces the rate of withholding tax on payments of interest or
certifying
that the income receivable pursuant to this Agreement is effectively connected with the
conduct
of a trade or business in the United States, and (ii) in the case of being under Sections
1442(c)(l)
and 1442(a) of the Internal Revenue Code, that it is entitled to an exemption from United
States
backup withholding tax. If the form provided by a Bank at the time such Bank first becomes a
party to this Agreement indicates a United States interest withholding tax rate in excess of
zero,
withholding tax at such rate shall be considered excluded from Non-Excluded Taxes as defined
in Section 8.4(a). 64




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(e) For
any period with respect to which a Bank has failed to provide the Borrower with the appropriate form pursuant to Section 8.4(d)
(unless such failure is due to a
change in treaty, law or regulation occurring subsequent to the date on which a form
originally
was required to be provided), such Bank shall not be entitled to indemnification under Section
8.4(c) with respect to Non-Excluded Taxes imposed by the United
States; provided, however,
that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding
tax, become subject to Non-Excluded Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall reasonably request to assist
such
Bank to recover such Taxes so long as Borrower shall incur no cost or liability as a result
thereof. (f) If the Borrower is required to pay additional amounts to or for the account
of any Bank pursuant to this Section 8.4, then such Bank will change the jurisdiction of its
Applicable Lending Office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the judgment of such Bank, is not otherwise
disadvantageous
to such Bank. (g) If at any time, any Bank shall be owed amounts pursuant to this Section
8.4, the Borrower shall have the right, upon five (5) Business
Days notice to the Administrative
Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer
to
purchase the Commitments of such Bank for an amount equal to such Banks outstanding Loans,
and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer such Bank is
hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank,
together
with interest and all other amounts due thereon, upon which event, such Banks Commitment
shall be deemed to be canceled pursuant to Section 2.11 (c). SECTION 8.5. Base Rate Loans Substituted for Affected Euro-Dollar Loans. If (i) the
obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.2 or (ii)
any Bank has demanded compensation under Section 8.3 or 8.4 with respect to its Euro-Dollar Loans
and the Borrower shall, by at least five Business Days prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this Section shall apply to such Bank,
then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist: (a) Borrower shall be deemed to have delivered a Notice of Interest Rate
Election with respect to such affected Euro-Dollar Loans and thereafter all Loans which would
otherwise be made by such Bank as Euro-Dollar Loans shall be made instead as Base Rate Loans
(on which interest and principal shall be payable contemporaneously with the related
Euro-Dollar
Loans of the other Banks), and (b) after each of its Euro-Dollar Loans has been repaid, all payments of
principal which would otherwise be applied to repay such Euro-Dollar Loans shall be applied to
repay its Base Rate Loans instead, and 65




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(c) Borrower will not be required to make any payment which would otherwise be required
by Section 2.13 with respect to such Euro-Dollar Loans converted to Base Rate Loans pursuant to
clause (a) above. ARTICLE IX MISCELLANEOUS SECTION 9.1. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telex, facsimile transmission followed by
telephonic confirmation or similar writing) and shall be given to such party: (x) in the case of
the Borrower, the Lead Arranger or the Administrative Agent, at its address, telex number or
facsimile number set forth on Exhibit C attached hereto with a duplicate copy thereof, in the case
of the Borrower, to the Borrower, at Equity Office Properties Trust, Two North Riverside Plaza,
Suite 2100, Chicago, Illinois 60606, Attn: Chief Legal Counsel, and to DLA Piper Rudnick Gray Cary
US LLP, 203 North LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attn: James M. Phipps, Esq.,
(y) in the case of any Bank, at its address, telex number or facsimile number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other address, telex number or
facsimile number as such party may hereafter specify for the purpose by notice to the
Administrative Agent and the Borrower. Each such notice, request or other communication shall be
effective (i) if given by telex or facsimile transmission, when such telex or facsimile is
transmitted to the telex number or facsimile number specified in this Section and the appropriate
answerback or facsimile confirmation is received, (ii) if given by certified registered mail,
return receipt requested, with first class postage prepaid, addressed as aforesaid, upon receipt or
refusal to accept delivery, (iii) if given by a nationally recognized overnight carrier, 24 hours
after such communication is deposited with such carrier with postage prepaid for next day delivery,
or (iv) if given by any other means, when delivered at the address specified in this Section;
provided that notices to the Administrative Agent under Article II or Article VIII shall not be
effective until received. SECTION 9.2. No Waivers. No failure or delay by the Administrative Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 9.3. Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the
Administrative Agent, (i) all reasonable out-of-pocket costs and expenses of the Administrative
Agent (including, without limitation, reasonable fees and disbursements of special counsel Skadden,
Arps, Slate, Meagher & Flom LLP), in connection with the preparation of this Agreement, the Loan
Documents and the documents and instruments referred to therein, and any 66




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waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder,
(ii) all reasonable fees and disbursements of special counsel in connection with the syndication of
the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred
by the Administrative Agent and each Bank, including, without limitation, fees and disbursements of
counsel for the Administrative Agent and each of the Banks, in connection with the enforcement of
the Loan Documents and the instruments referred to therein and such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom;
provided, however, that the attorneys fees and disbursements for which Borrower is
obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees
and disbursements of (A) counsel for Administrative Agent, and (B) counsel for all of the Banks as
a group; and provided, further, that all other costs and expenses for which Borrower is obligated
under this subsection (a)(iii) shall be limited to the reasonable non-duplicative costs and
expenses of Administrative Agent. For purposes of this Section 9.3(a)(iii), (1) counsel for
Administrative Agent shall mean a single outside law firm representing Administrative Agent, and
(2) counsel for all of the Banks as a group shall mean a single outside law firm representing such
Banks as a group (which law firm may or may not be the same law firm representing Administrative
Agent). (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and employees of the foregoing
(each an Indemnitee) and hold each Indemnitee harmless from and against any and all liabilities,
losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees
and disbursements of counsel, which may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding that may at any time (including, without
limitation, at any time following the payment of the Obligations) be asserted against any
Indemnitee, as a result of, or arising out of, or in any way related to or by reason of, (i) any of
the transactions contemplated by the Loan Documents or the execution, delivery or performance of
any Loan Document, (ii) any violation by the Borrower or the Environmental Affiliates of any
applicable Environmental Law, (iii) any Environmental Claim arising out of the management, use,
control, ownership or operation of property or assets by the Borrower or any of the Environmental
Affiliates, including, without limitation, all on-site and off-site activities of Borrower or any
Environmental Affiliate involving Materials of Environmental Concern, (iv) the breach of any
environmental representation or warranty set forth herein, but excluding those liabilities, losses,
damages, costs and expenses (a) for which such Indemnitee has been compensated pursuant to the
terms of this Agreement, (b) incurred solely by reason of the gross negligence, willful misconduct
bad faith or fraud of any Indemnitee as finally determined by a court of competent jurisdiction,
(c) arising from violations of Environmental Laws relating to a Property which are caused by the
act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d)
owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee
owing to such third party which are not expressly set forth in the Loan Documents. In addition, the
indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or
employee of Administrative Agent or any Bank shall be solely in their respective capacities as such
director, officer, agent or employee. The Borrowers obligations under this Section shall survive
the termination of this Agreement and the payment of 67




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the Obligations. Without limitation of the other provisions of this Section 9.3, Borrower shall
indemnify and hold each of the Administrative Agent and the Banks free and harmless from and
against all loss, costs (including reasonable attorneys fees and expenses), expenses, taxes, and
damages (including consequential damages) that the Administrative Agent and the Banks may suffer or
incur by reason of the investigation, defense and settlement of claims and in obtaining any
prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agents
reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach
of the provisions, set forth in Section 4.6(b). SECTION 9.4. Sharing of Set-Offs. In addition to any rights now or hereafter granted
under applicable law or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of Default, each Bank is hereby authorized at
any time or from time to time, without presentment, demand, protest or other notice of any kind to
the Borrower or to any other Person, any such notice being hereby expressly waived, but subject to
the prior consent of the Administrative Agent to set off and to appropriate and apply any and all
deposits (general or special, time or demand, provisional or final) and any other indebtedness at
any time held or owing by such Bank (including, without limitation, by branches and agencies of
such Bank wherever located) to or for the credit or the account of the Borrower against and on
account of the Obligations of the Borrower then due and payable to such Bank under this Agreement
or under any of the other Loan Documents, including, without limitation, all interests in
Obligations purchased by such Bank. Each Bank agrees that if it shall by exercising any right of
set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of
principal and interest due with respect to any Note held by it, which is greater than the
proportion received by any other Bank, the Bank receiving such proportionately greater payment
shall purchase such participations in the Notes held by the other Banks, and such other adjustments
shall be made, as maybe required so that all such payments of principal and interest with respect
to the Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this
Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may
have to any deposits not received in connection with the Loans and to apply the amount subject to
such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the
Notes. The Borrower agrees, to the fullest extent it may effectively do so under applicable law,
that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct creditor of the Borrower
in the amount of such participation. Notwithstanding anything to the contrary contained herein, any
Bank may, by separate agreement with the Borrower, waive its right to set off contained herein or
granted by law and any such written waiver shall be effective against such Bank under this Section
9.4. SECTION 9.5. Amendments and Waivers. Any provision of this Agreement or the Notes or
other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by the Borrower and the Majority Banks (and, if the rights or duties of the
Administrative Agent in its capacity as Administrative Agent are affected thereby, by the
Administrative Agent); provided that (A) no amendment or waiver of the provisions of 68




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Article V (including, without limitation, any of the definitions of the defined terms used in
Section 5.8 hereof) shall be effective unless signed by the Borrower and the Required Banks and (B)
no such amendment or waiver with respect to this Agreement, the Notes or any other Loan Documents
shall, unless signed by all the Banks, (i) increase or decrease the Commitment of any Bank (except
for a ratable decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder,
(iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees
hereunder or for any reduction or termination of any Commitment, (iv) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this Section or any other
provision of this Agreement, (v) release the EOPT Guaranty or (vi) modify the provisions of this
Section 9.5. SECTION 9.6. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, except that the
Borrower
may not assign or otherwise transfer any of its rights under this Agreement or the other Loan
Documents without the prior written consent of all Banks and the Administrative Agent and a
Bank may not assign or otherwise transfer any of its interest under this Agreement except as
permitted in subsections (b), (c) and (e) of this Section 9.6. (b) Prior to the occurrence of an Event of Default, any Bank may at any time
from and after the date that is six (6) months after the Closing Date, with (and subject to)
the
consent of Borrower (which consent shall not be unreasonably withheld, conditioned or
delayed),
grant to an existing Bank, one or more banks, finance companies, insurance companies or other
financial institutions (a Participant) in minimum amounts of not less than $5,000,000 (or
any
lesser amount in the case of participations to an existing Bank) participating interests in
its
Commitment or any or all of its Loans. After the occurrence and during the continuance of an
Event of Default, any Bank may at any time grant to any Person in any amount (also a
Participant), participating interests in its Commitment or any or all of its Loans. Any
participation
made during the continuation of an Event of Default shall not be affected by the subsequent
cure
of such Event of Default. In the event of any such grant by a Bank of a participating interest
to a
Participant, whether or not upon notice to the Borrower and the Administrative Agent, such
Bank
shall remain responsible for the performance of its obligations hereunder, and the Borrower
and
the Administrative Agent shall continue to deal solely and directly with such Bank in
connection
with such Banks rights and obligations under this Agreement. Any agreement pursuant to which
any Bank may grant such a participating interest shall provide that such Bank shall retain the
sole
right and responsibility to enforce the obligations of the Borrower hereunder including,
without
limitation, the right to approve any amendment, modification or waiver of any provision of
this
Agreement; provided that such participation agreement may provide that such Bank will not
agree to any modification, amendment or waiver of this Agreement described in clause (i),
(ii),
(iii), (iv) or (v) of Section 9.5 without the consent of the Participant. The Borrower agrees
that 69




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each Participant shall, to the extent provided in its participation agreement, be entitled to
the benefits of Article VIII with respect to its participating interest. (c) Any Bank may at any time assign to a Qualified Institution (in each case,
an Assignee) (i) prior to the occurrence of an Event of Default and from and after the date
that
is six (6) months after the Closing Date, in minimum amounts of not less than Five Million
Dollars ($5,000,000) and integral multiple of One Million Dollars ($1,000,000) thereafter (or
any
lesser amount in the case of assignments to an existing Bank) and (ii) after the occurrence
and
during the continuance of an Event of Default, in any amount, all or a proportionate part of
all, of
its rights and obligations under this Agreement, the Notes and the other Loan Documents, and,
in
either case, such Assignee shall assume such rights and obligations, pursuant to a Transfer
Supplement in substantially the form of Exhibit B hereto executed by such Assignee and such
transferor Bank; provided, that if no Event of Default shall have occurred and be continuing,
such assignment shall be subject to the Administrative Agents and the Borrowers consent,
which
consent shall not be unreasonably withheld, conditioned or delayed; and provided further that
if
an Assignee is an affiliate of such transferor Bank and is an Affiliate Qualified Institution,
or was
a Bank immediately prior to such assignment, no such consent shall be required. Upon execution
and delivery of such instrument and payment by such Assignee to such transferor Bank of an
amount equal to the purchase price agreed between such transferor Bank and such Assignee, such
Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations
of
a Bank with a Commitment as set forth in such instrument of assumption, and no further consent
or action by any party shall be required and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent and the
Borrower
shall make appropriate arrangements so that, if required, a new Note is issued to the
Assignee. In
connection with any such assignment, the transferor Bank shall pay to the Administrative Agent
an administrative fee for processing such assignment in the amount of $2,500. If the Assignee
is
not incorporated under the laws of the United States of America or a state thereof, it shall
deliver
to the Borrower and the Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with Section 8.4. Any
assignment made during the continuation of an Event of Default shall not be affected by any
subsequent cure of such Event of Default. (d) Intentionally Omitted. (e) Any Bank may at any time assign all or any portion of its rights under this
Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the
transferor Bank from its obligations hereunder. (f) No Assignee, Participant or other transferee of any Banks rights shall be
entitled to receive any greater payment under Section 8.3 or 8.4 than such Bank would have
been
entitled to receive with respect to the rights transferred, unless such transfer is made with
the
Borrowers prior written consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 70




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requiring such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater payment did not
exist. (g) No Assignee of any rights and obligations under this Agreement shall be permitted to
further assign less than all of such rights and obligations. No participant in any rights and
obligations under this Agreement shall be permitted to sell subparticipations of such rights and
obligations. (h) Anything in this Agreement to the contrary notwithstanding, so long as no Event of
Default shall have occurred and be continuing, no Bank shall be permitted to enter into an
assignment of, or sell a participation interest in, its rights and obligations hereunder which
would result in such Bank holding a Commitment without participants of less than Five Million
Dollars ($5,000,000) (or in the case of the Administrative Agent, Thirty Million Dollars
($30,000,000)) unless as a result of a cancellation or reduction of the aggregate Commitments;
provided, however, that no Bank shall be prohibited from assigning its entire Commitment so
long as such assignment is otherwise permitted under this Section 9.6. SECTION 9.7. Collateral. Each of the Banks represents to the Administrative Agent and
each of the other Banks that it in good faith is not relying upon any margin stock (as defined in
Regulation U) as collateral in the extension or maintenance of the credit provided for in this
Agreement. SECTION
9.8. Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES
THEREOF RELATING TO CONFLICTS OF LAW). (b) Any legal action or proceeding with respect to this Agreement or any other
Loan Document and any action for enforcement of any judgment in respect thereof may be
brought in the courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Agreement, the Borrower
hereby accepts for itself and in respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof. The
Borrower irrevocably consents to the service of process out of any of the aforementioned
courts
in any such action or proceeding by the hand delivery, or mailing of copies thereof by
registered
or certified mail, postage prepaid, to the Borrower at its address set forth below. The
Borrower
hereby irrevocably waives any objection which it may now or hereafter have to the laying of
venue of any of the aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Loan Document brought in the courts referred to above and hereby
further irrevocably waives and agrees not to plead or claim in any such court that any such
action
or proceeding brought in any such court has been brought in an inconvenient forum. Nothing 71




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herein shall affect the right of the Administrative Agent to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any
other jurisdiction. SECTION
9.9. Counterparts; Integration; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all prior agreements
and understandings, oral or written, relating to the subject matter hereof. This Agreement shall
become effective upon receipt by the Administrative Agent and the Borrower of counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory
to it of telegraphic, telex or other written confirmation from such party of execution of a
counterpart hereof by such party). SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT,
THE LEAD ARRANGER AND THE BANKS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. SECTION 9.11. Survival. All indemnities set forth herein shall survive the execution
and delivery of this Agreement and the other Loan Documents and the making and repayment of the
Loans hereunder. SECTION 9.12. Domicile of Loans. Each Bank may transfer and carry its Loans at, to or
for the account of any domestic or foreign branch office, subsidiary or affiliate of such Bank. SECTION 9.13. Limitation of Liability. No claim may be made by the Borrower or any
other Person acting by or through Borrower against the Administrative Agent, the Lead Arranger or
any Bank or the affiliates, directors, officers, employees, attorneys or agent of any of them for
any punitive damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this Agreement or by the
other Loan Documents, or any act, omission or event occurring in connection therewith; and the
Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether
or not accrued and whether or not known or suspected to exist in its favor. SECTION 9.14. Recourse Obligation. This Agreement and the Obligations hereunder are
fully recourse to the Borrower. Notwithstanding the foregoing, no recourse under or upon any
obligation, covenant, or agreement contained in this Agreement shall be had against (i) any
officer, director, shareholder or employee of the Borrower or EOPT, or (ii) any general partner of
Borrower other than EOPT, in each case except in the event of fraud or misappropria- 72




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tion of funds on the part of such officer, director, shareholder or employee or such general
partner. SECTION 9.15. Confidentiality. The Administrative Agent and each Bank shall use
reasonable efforts to assure that information about Borrower, EOPT and its Subsidiaries and
Investments Affiliates, and the Properties thereof and their operations, affairs and financial
condition, not generally disclosed to the public, which is furnished to Administrative Agent or any
Bank pursuant to the provisions hereof or any other Loan Document is used only for the purposes of
this Agreement and shall not be divulged to any Person other than the Administrative Agent, the
Banks, and their affiliates and respective officers, directors, employees and agents who are
actively and directly participating in the evaluation, administration or enforcement of the Loan
and other transactions between such Bank and the Borrower, except: (a) to their attorneys and
accountants, (b) in connection with the enforcement of the rights and exercise of any remedies of
the Administrative Agent and the Banks hereunder and under the other Loan Documents, (c) in
connection with assignments and participations and the solicitation of prospective assignees and
participants referred to in Section 9.6 hereof, who have agreed in writing to be bound by a
confidentiality agreement substantially equivalent to the terms of this Section 9.15, and (d) as
may otherwise be required or requested by any regulatory authority having jurisdiction over the
Administrative Agent or any Bank or by any applicable law, rule, regulation or judicial process.
Notwithstanding anything herein to the contrary, information shall not include, and the
Administrative Agent and each Bank may disclose without limitation of any kind, any information
with respect to the tax treatment and tax structure (in each case within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of
any kind (including opinions and tax analyses) that are provided to the Administrative Agent or
such Bank relating to such tax treatment and tax structure; provided that with respect to any
document or similar item that in either case contains information concerning the tax treatment or
tax structure of the transaction as well as other information, this sentence shall only apply to
such portion of the documents or similar item that relate to the tax treatment or tax structure of
the Loans and transactions contemplated hereby. The Administrative Agent and/or the Bank making any
such disclosure shall endeavor to notify Borrower prior to making any such disclosure of the fact
that such disclosure is being made and the nature of the disclosure. In addition, the
Administrative Agent and/or such Bank shall provide Borrower with a copy of the disclosure promptly
after the same is made. SECTION
9.16. Banks Failure to Fund. (a) If a Bank does not advance to Administrative Agent such Banks Pro Rata
Share of a Loan in accordance herewith, then neither Administrative Agent nor the other Banks
shall be required or obligated to fund such Banks Pro Rata Share of such Loan. (b) As used herein, the following terms shall have the meanings set forth
below: 73




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##### 



(i) Defaulting Bank shall mean any Bank which (x) does not advance to the
Administrative Agent such Banks Pro Rata Share of a Loan in accordance herewith for a period of
five (5) Business Days after notice of such failure from Administrative Agent, (y) shall otherwise
fail to perform such Banks obligations under the Loan Documents (including, without limitation,
the obligation to purchase participations pursuant to Section 2.3) for a period of five (5)
Business Days after notice of such failure from Administrative Agent, or (z) shall fail to pay the
Administrative Agent or any other Bank, as the case may be, upon demand, such Banks Pro Rata Share
of any costs, expenses or disbursements incurred or made by the Administrative Agent pursuant to
the terms of the Loan Documents for a period of five (5) Business Days after notice of such failure
from Administrative Agent, and in all cases, such failure is not as a result of a good faith
dispute as to whether such advance is properly required to be made pursuant to the provisions of
this Agreement, or as to whether such other performance or payment is properly required pursuant to
the provisions of this Agreement. (ii) Junior Creditor means any Defaulting Bank which has not (x) fully cured each and
every monetary default on its part under the Loan Documents and (y) unconditionally tendered to the
Administrative Agent such Defaulting Banks Pro Rata Share of all costs, expenses and disbursements
required to be paid or reimbursed pursuant to the terms of the Loan Documents. (iii) Payment in Full means, as of any date, the receipt by the Banks who are not
Junior Creditors of an amount of cash, in lawful currency of the United States, sufficient to
indefeasibly pay in full all Senior Debt. (iv) Senior Debt means (x) collectively, any and all indebtedness,
obligations and liabilities of the Borrower to the Banks who are not Junior Creditors from time to
time, whether fixed or contingent, direct or indirect, joint or several, due or not due, liquidated
or unliquidated, determined or undetermined, arising by contract, operation of law or otherwise,
whether on open account or evidenced by one or more instruments, and whether for principal,
premium, interest (including, without limitation, interest accruing after the filing of a petition
initiating any proceeding referred to in Section 6.1(f) or (g)), reimbursement for fees,
indemnities, costs, expenses or otherwise, which arise under, in connection with or in respect of
the Loans or the Loan Documents, and (y) any and all deferrals, renewals, extensions and refundings
of, or amendments, restatements, rearrangements, modifications or supplements to, any such
indebtedness, obligation or liability. (v) Subordinated Debt means (x) any and all indebtedness,
obligations and liabilities of Borrower to one or more Junior Creditors from time to time, whether
fixed or contingent, direct or indirect, joint or several, due or not due, liquidated or
unliquidated, determined or undetermined, arising by contract, operation of law or otherwise,
whether on open account or evidenced by one or more instruments, and whether for principal,
premium, interest (including, without limitation, interest accruing after the filing of a petition
initiating any proceeding referred to in Section 6.1(f) or (g)), reimbursement for fees,
indemnities, costs, expenses or otherwise, which arise under, in connection with or in respect of
the 74




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##### 



Loans or the Loan Documents, and (y) any and all deferrals, renewals, extensions and
refundings of, or amendments, restatements, rearrangements, modifications or supplements to, any
such indebtedness, obligation or liability. (c) Immediately upon a Banks becoming a Junior Creditor and until such time
as such Bank shall have cured all applicable defaults, no Junior Creditor shall, prior to
Payment
in Full of all Senior Debt: (i) accelerate, demand payment of, sue upon, collect, or receive any
payment upon, in any manner, or satisfy or otherwise discharge, any Subordinated Debt, whether for
principal, interest and otherwise; (ii) take or enforce any Liens to secure Subordinated Debt or attach or levy upon any
assets of Borrower, to enforce any Subordinated Debt; (iii) enforce or apply any security for any Subordinated Debt; or (iv) incur any debt or liability, or the like, to, or receive any loan, return of
capital, advance, gift or any other property, from, the Borrower. (d) In the event of: (i) any insolvency, bankruptcy, receivership, liquidation, dissolution, reorganization,
readjustment, composition or other similar proceeding relating to Borrower; (ii) any liquidation, dissolution or other winding-up of the Borrower, voluntary or
involuntary, whether or not involving insolvency, reorganization or bankruptcy proceedings; (iii) any assignment by the Borrower for the benefit of creditors; (iv) any sale or other transfer of all or substantially all assets of the Borrower;
or (v) any other marshaling of the assets of the Borrower; each of the Banks shall first have received Payment in Full of all Senior Debt before any payment
or distribution, whether in cash, securities or other property, shall be made in respect of or upon
any Subordinated Debt. Any payment or distribution, whether in cash, securities or other property
that would otherwise be payable or deliverable in respect of Subordinated Debt to any Junior
Creditor but for this Agreement shall be paid or delivered directly to the Administrative Agent for
distribution to the Banks in accordance with this Agreement until Payment in Full of all Senior
Debt. If any Junior Creditor receives any such payment or distribution, it shall 75




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##### 



promptly pay over or deliver the same to the Administrative Agent for application in
accordance with the preceding sentence. (e) Each Junior Creditor shall file in any bankruptcy or other proceeding of
Borrower in which the filing of claims is required by law, all claims relating to Subordinated
Debt that such Junior Creditor may have against Borrower and assign to the Banks who are not
Junior Creditors all rights of such Junior Creditor thereunder. If such Junior Creditor does
not
file any such claim prior to forty-five (45) days before the expiration of the time to file
such
claim, Administrative Agent, as attorney-in-fact for such Junior Creditor, is hereby
irrevocably
authorized to do so in the name of such Junior Creditor or, in Administrative Agents sole
discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the
name of
such nominee. The foregoing power of attorney is coupled with an interest and cannot be
revoked. The Administrative Agent shall, to the exclusion of each Junior Creditor, have the
sole
right, subject to Section 9.5 hereof, to accept or reject any plan proposed in any such
proceeding
and to take any other action that a party filing a claim is entitled to take. In all such
cases,
whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay
such
claim shall pay to Administrative Agent the amount payable on such claim and, to the full
extent
necessary for that purpose, each Junior Creditor hereby transfers and assigns to the
Administrative Agent all of the Junior Creditors rights to any such payments or distributions to which
Junior Creditor would otherwise be entitled. (f) (i) If any payment or distribution of any character or any security,
whether in cash, securities or other property, shall be received by any Junior Creditor in
contravention of any of the terms hereof, such payment or distribution or security shall be
received in trust for the benefit of, and shall promptly be paid over or delivered and
transferred
to, Administrative Agent for application to the payment of all Senior Debt, to the extent
necessary to achieve Payment in Full. In the event of the failure of any Junior Creditor to
endorse or assign any such payment, distribution or security, Administrative Agent is hereby
irrevocably authorized to endorse or assign the same as attorney-in-fact for such Junior
Creditor. (ii) Each Junior Creditor shall take such action (including, without
limitation, the execution and filing of a financing statement with respect to this Agreement and
the execution, verification, delivery and filing of proofs of claim, consents, assignments or other
instructions that Administrative Agent may require from time to time in order to prove or realize
upon any rights or claims pertaining to Subordinated Debt or to effectuate the full benefit of the
subordination contained herein) as may, in Administrative Agents sole and absolute discretion, be
necessary or desirable to assure the effectiveness of the subordination effected by this Agreement. (g) (i) Each Bank that becomes a Junior Creditor understands and
acknowledges by its execution hereof that each other Bank is entering into this Agreement and
the Loan Documents in reliance upon the absolute subordination in right of payment and in time
of payment of Subordinated Debt to Senior Debt as set forth herein. 76




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##### 



(ii) Only upon the Payment in Full of all Senior Debt shall any Junior Creditor be
subrogated to any remaining rights of the Banks which are not Defaulting Banks to receive payments
or distributions of assets of the Borrower made on or applicable to any Senior Debt. (iii) Each Junior Creditor agrees that it will deliver all instruments or other writings
evidencing any Subordinated Debt held by it to Administrative Agent, promptly after request
therefor by the Administrative Agent. (iv) No Junior Creditor may at any time sell, assign or otherwise
transfer any Subordinated Debt, or any portion thereof, including, without limitation, the granting
of any Lien thereon, unless and until satisfaction of the requirements of Section 9.6 above and the
proposed transferee shall have assumed in writing the obligation of the Junior Creditor to the
Banks under this Agreement, in a form acceptable to the Administrative Agent. (v) If any of the Senior Debt, should be invalidated, avoided or set aside, the
subordination provided for herein nevertheless shall continue in full force and effect and, as
between the Banks which are not Defaulting Banks and all Junior Creditors, shall be and be deemed
to remain in full force and effect. (vi) Each Junior Creditor hereby irrevocably waives, in respect of Subordinated Debt, all
rights (x) under Sections 361 through 365, 502(e) and 509 of the Bankruptcy Code (or any similar
sections hereafter in effect under any other Federal or state laws or legal or equitable principles
relating to bankruptcy, insolvency, reorganizations, liquidations or otherwise for the relief of
debtors or protection of creditors), and (y) to seek or obtain conversion to a different type of
proceeding or to seek or obtain dismissal of a proceeding, in each case in relation to a
bankruptcy, reorganization, insolvency or other proceeding under similar laws with respect to the
Borrower. Without limiting the generality of the foregoing, each Junior Creditor hereby
specifically waives (A) the right to seek to give credit (secured or otherwise) to the Borrower in
anyway under Section 364 of the Bankruptcy Code unless the same is subordinated in all respects to
Senior Debt in a manner acceptable to Administrative Agent in its sole and absolute discretion and
(B) the right to receive any collateral security (including, without limitation, any super
priority or equal or priming or replacement Lien) for any Subordinated Debt unless the Banks
which are not Defaulting Banks have received a senior position acceptable to the Banks in their
sole and absolute discretion to secure all Senior Debt (in the same collateral to the extent
collateral is involved). (h) (i) In addition to and not in limitation of the subordination effected by
this Section 9.16, the Administrative Agent and each of the Banks which are not Defaulting Banks
may in their respective sole and absolute discretion, also exercise any and all other rights and
remedies available at law or in equity in respect of a Defaulting Bank; and (ii) The Administrative Agent shall give each of the Banks notice of the occurrence of a
default under this Section 9.16 by a Defaulting Bank and if the Administra- 77




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##### 



tive Agent and/or one or more of the other Banks shall, at their option, fund any amounts
required to be paid or advanced by a Defaulting Bank, the other Banks who have elected not to fund
any portion of such amounts shall not be liable for any reimbursements to the Administrative Agent
and/or to such other funding Banks. (i) Notwithstanding anything to the contrary contained or implied herein, a Defaulting
Bank shall not be entitled to vote on any matter as to which a vote by the Banks is required
hereunder, including, without limitation, any actions or consents on the part of the Administrative
Agent as to which the approval or consent of all the Banks or the Required Banks or Majority Banks
is required under Article VIII, Section 9.5 or elsewhere, so long as such Bank is a Defaulting
Bank; provided, however, that in the case of any vote requiring the unanimous consent of
the Banks, if all the Banks other than the Defaulting Bank shall have voted in accordance with each
other, then the Defaulting Bank shall be deemed to have voted in accordance with such Banks. (j) Each of the Administrative Agent and any one or more of the Banks which are not
Defaulting Banks may, at their respective option, (i) advance to the Borrower such Banks Pro Rata
Share of the Loans not advanced by a Defaulting Bank in accordance with the Loan Documents, or (ii)
pay to the Administrative Agent such Banks Pro Rata Share of any costs, expenses or disbursements
incurred or made by the Administrative Agent pursuant to the terms of this Agreement not
theretofore paid by a Defaulting Bank. Immediately upon the making of any such advance by the
Administrative Agent or any one of the Banks, such Banks Pro Rata Share and the Pro Rata Share of
the Defaulting Bank shall be recalculated to reflect such advance. All payments, repayments and
other disbursements of funds by the Administrative Agent to Banks shall thereupon and, at all times
thereafter be made in accordance with such Banks recalculated Pro Rata Share unless and until a
Defaulting Bank shall fully cure all defaults on the part of such Defaulting Bank under the Loan
Documents or otherwise existing in respect of the Loans or this Agreement, at which time the Pro
Rata Share of the Bank(s) which advanced sums on behalf of the Defaulting Bank and of the
Defaulting Bank shall be restored to their original percentages. SECTION 9.17. Banks ERISA Covenant. Each Bank, by its signature hereto or on the
applicable Transfer Supplement, hereby agrees (a) that on the date any Loan is disbursed hereunder
no portion of such Banks Pro Rata Share of such Loan will constitute assets within the meaning
of 29 C.F.R. § 2510.3-101 of an employee benefit plan within the meaning of Section 3(3) of ERISA
or a plan within the meaning of Section 4975(e)(l) of the Code, and (b) that following such date
such Bank shall not allocate such Banks Pro Rata Share of any Loan to an account of such Bank if
such allocation (i) by itself would cause such Pro Rata Share of such Loan to then constitute
assets (within the meaning of 29 C.F.R. § 2510.3-101) of an employee benefit plan within the
meaning of Section 3(3) of ERISA or a plan within the meaning of Section 4975(e)(l) of the Code
and (ii) by itself would cause such Loan to constitute a prohibited transaction under ERISA or the
Code (which is not exempt from the restrictions of Section 406 of ERISA and Section 4975 of the
Code and the taxes and penalties imposed by Section 4975 of 78




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##### 



the Code and Section 502(i) of ERISA) or any Agent or Bank being deemed in violation of
Section 404 of ERISA. SECTION 9.18. Administrative Agent May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to Borrower or any party to the EOPT Guaranty,
the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise:  (a)
    to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the
claims of the Banks and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Banks and the Administrative Agent and their respective agents and counsel and other amounts due the Banks and
the Administrative Agent hereunder allowed in such judicial proceeding); and(b)
    to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Bank to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Banks, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel and other amounts due the Administrative Agent hereunder. Nothing contained
herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept
or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Bank or to authorize the Administrative Agent to
vote in respect of the claim of any Bank in any such proceeding. SECTION 9.19. USA Patriot Act. Each Bank hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the Act), it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information
that will allow such Bank to identify the Borrower in accordance with
the Act. [SIGNATURE PAGE FOLLOWS] 79




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##### 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. EOP OPERATING LIMITED PARTNERSHIP,a Delaware limited partnershipBy:
    
    Equity Office Properties Trust, a Maryland realestate investment trust, its general partnerBy:  /s/ Maureen FearName: Maureen FearTitle: Senior Vice President and TreasurerFacsimile number: (312) 559-5009Address:
    
    Two North Riverside PlazaSuite 2100Chicago, Illinois 60606Attn: Chief Financial Officer
 FOR PURPOSES OF AGREEING TO BE
BOUND BY THE PROVISIONS OF
SECTION 5.11 HEREOF ONLY: EQUITY OFFICE PROPERTIES TRUST, a Maryland
real estate investment trust By:
    
    /s/ Maureen FearName: Maureen FearTitle: Senior Vice President and TreasurerTOTAL COMMITMENTS:
    
    $250,000,000
 S-1




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##### 



WACHOVIA BANK, NATIONAL ASSOCIATION, asAdministrative Agent and as a BankBy:
    
    /s/ Rex E. RudyName: Rex E. RudyTitle: Managing DirectorCommitment: $250,000,000
 S-2




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##### 



Schedule 1.1 Qualifying Unencumbered Property JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft10020
    
    60 Spear Street
    
    
    1
    
    
    
    133,78210060
    
    Intercontinental Center
    
    
    1
    
    
    
    194,80110080
    
    Four Forest
    
    
    1
    
    
    
    394,32410100
    
    Northborough Tower
    
    
    1
    
    
    
    207,90810150
    
    Community Corporate Center
    
    
    1
    
    
    
    250,16910170
    
    Denver Corporate Center II
    
    
    2
    
    
    
    375,13910200
    
    San Jacinto Center
    
    
    1
    
    
    
    403,32910210
    
    1111 19th Street
    
    
    1
    
    
    
    252,01410220
    
    Shelton Pointe
    
    
    1
    
    
    
    159,85310240
    
    North Central Plaza Three
    
    
    1
    
    
    
    346,57510250
    
    The Quadrant
    
    
    1
    
    
    
    317,21810260
    
    Canterbury Green
    
    
    1
    
    
    
    226,19710270
    
    Three Stamford Plaza
    
    
    1
    
    
    
    242,73210280
    
    Union Square
    
    
    1
    
    
    
    194,39810290
    
    One North Franklin
    
    
    1
    
    
    
    617,59210300
    
    1620 L Street
    
    
    1
    
    
    
    156,27210310
    
    One Stamford Plaza
    
    
    1
    
    
    
    214,13610320
    
    Two Stamford Plaza
    
    
    1
    
    
    
    251,51010330
    
    300 Atlantic
    
    
    1
    
    
    
    270,49710350
    
    1700 Higgins
    
    
    1
    
    
    
    134,28310360
    
    Northwest Center
    
    
    1
    
    
    
    241,24810370
    
    One Congress
    
    
    1
    
    
    
    517,84910380
    
    One Crosswoods
    
    
    1
    
    
    
    129,58310410
    
    One Lakeway Center
    
    
    1
    
    
    
    289,11210420
    
    Two Lakeway Center
    
    
    1
    
    
    
    440,82610430
    
    Three Lakeway Center
    
    
    1
    
    
    
    462,89010450
    
    28 State
    
    
    1
    
    
    
    570,04010480
    
    9400 NCX Building
    
    
    1
    
    
    
    379,55610500
    
    Four Stamford Plaza
    
    
    1
    
    
    
    261,19510510
    
    1920 Main Plaza
    
    
    1
    
    
    
    305,66210520
    
    Paces West
    
    
    2
    
    
    
    646,47110540
    
    2010 Main Plaza
    
    
    1
    
    
    
    280,88210550
    
    1100 Executive Tower
    
    
    1
    
    
    
    366,74710580
    
    161 N . Clark
    
    
    1
    
    
    
    1,010,52010610
    
    One American Center
    
    
    1
    
    
    
    505,77010640
    
    1601 Market Street
    
    
    1
    
    
    
    681,28910660
    
    Two California Plaza
    
    
    1
    
    
    
    1,329,81010670
    
    One Phoenix Plaza
    
    
    1
    
    
    
    586,40310680
    
    Colonnade
    
    
    1
    
    
    
    168,63710690
    
    49 East Thomas
    
    
    1
    
    
    
    18,89210730
    
    177 Broad Street
    
    
    1
    
    
    
    188,02910750
    
    Oakbrook Terrace Tower
    
    
    1
    
    
    
    772,92810760
    
    Maritime Plaza
    
    
    1
    
    
    
    534,87410770
    
    Smith Barney Building
    
    
    1
    
    
    
    187,999




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft10780
    
    201 Mission
    
    
    1
    
    
    
    483,28910790
    
    30 N. Lasalle
    
    
    1
    
    
    
    909,24510800
    
    Four Falls
    
    
    1
    
    
    
    254,35510810
    
    Oak Hill Plaza
    
    
    1
    
    
    
    164,36010820
    
    Two Valley Square
    
    
    1
    
    
    
    70,62210830
    
    Four/Five Valley Square
    
    
    2
    
    
    
    68,32110840
    
    One Devon Square
    
    
    1
    
    
    
    73,26710850
    
    Two Devon Square
    
    
    1
    
    
    
    63,22610860
    
    Three Devon Square
    
    
    1
    
    
    
    6,00010880
    
    One Valley Square
    
    
    1
    
    
    
    70,29010890
    
    Three Valley Square
    
    
    1
    
    
    
    84,60510920
    
    1111 West 22nd Street
    
    
    1
    
    
    
    224,84710930
    
    Presidents Plaza
    
    
    4
    
    
    
    818,71210940
    
    Civic Opera House
    
    
    1
    
    
    
    841,77810950
    
    Tri State International
    
    
    5
    
    
    
    546,26310970
    
    200 W. Adams
    
    
    1
    
    
    
    677,22210980
    
    10960 Wilshire
    
    
    1
    
    
    
    576,01810990
    
    10880 Wilshire
    
    
    1
    
    
    
    534,04711000
    
    Lake Marriott Business Park
    
    
    7
    
    
    
    401,40211010
    
    Shoreline Technology Park
    
    
    12
    
    
    
    726,50811020
    
    Sunnyvale Business Center
    
    
    4
    
    
    
    175,00011030
    
    225 Franklin Street
    
    
    1
    
    
    
    916,72211040
    
    150 Federal Street
    
    
    1
    
    
    
    529,73011050
11070
    
    175 Federal Street
Russia Wharf
    
    
    1
1
    
    
    
    207,366
313,33311080
    
    Center Plaza
    
    
    1
    
    
    
    650,40611090
    
    2 Oliver/147 Milk
    
    
    1
    
    
    
    270,30211100
    
    South Station
    
    
    1
    
    
    
    184,18311120
    
    Wellesley Office Park
    
    
    4
    
    
    
    216,42011130
    
    175 Wyman Street
    
    
    3
    
    
    
    335,20811140
    
    New England Executive Park
    
    
    8
    
    
    
    756,22811160
    
    Ten Canal Park
    
    
    1
    
    
    
    110,84311170
    
    Crosby Corporate Center
    
    
    6
    
    
    
    336,60111190
    
    One Canal Park
    
    
    1
    
    
    
    98,60711200
    
    Riverview
    
    
    1
    
    
    
    148,55211220
    
    1616 North Fort Myer
    
    
    1
    
    
    
    292,82611230
    
    1300 N. 17th Street
    
    
    1
    
    
    
    380,19911270
    
    Centerpointe
    
    
    2
    
    
    
    407,18611280
    
    1333 H Street
    
    
    1
    
    
    
    244,58511290
    
    Lakeside Office Atlanta
    
    
    5
    
    
    
    390,72111340
    
    101 N. Wacker
    
    
    1
    
    
    
    575,29411350
    
    Riverside
    
    
    1
    
    
    
    494,71011370
    
    150 California
    
    
    1
    
    
    
    201,78711390
    
    Crosby Corporate Center II
    
    
    3
    
    
    
    257,52811400
    
    John Marshall III
    
    
    1
    
    
    
    180,00011410
    
    E.J. Randolph II
    
    
    1
    
    
    
    125,64611420
    
    Wellesley Office Park 5-7
    
    
    3
    
    
    
    362,42111430
    
    Wellesley Office Park 8
    
    
    1
    
    
    
    62,95211440
    
    New England Executive Park 17
    
    
    1
    
    
    
    56,89011490
    
    Lakeside Square
    
    
    1
    
    
    
    397,32811510
    
    Fair Oaks Plaza
    
    
    1
    
    
    
    177,559




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft11520
    
    8080 N. Central Expressway
    
    
    1
    
    
    
    283,70711530
    
    2500 City West
    
    
    1
    
    
    
    574,21611540
    
    1700 Market Street
    
    
    1
    
    
    
    841,17211550
    
    Brookhollow Central
    
    
    3
    
    
    
    797,97111560
    
    Nordstrom Medical Tower
    
    
    1
    
    
    
    98,38211580
    
    Wells Fargo Center-Seattle
    
    
    1
    
    
    
    944,57411590
    
    Second & Seneca
    
    
    2
    
    
    
    480,27211600
    
    1111 Third Avenue
    
    
    1
    
    
    
    558,82211610
    
    Rainier Plaza
    
    
    1
    
    
    
    410,85511620
    
    One Bellevue Center
    
    
    1
    
    
    
    360,72911630
    
    Congress Center
    
    
    1
    
    
    
    369,12011640
    
    550 S. Hope
    
    
    1
    
    
    
    566,43411660
    
    One Lafayette
    
    
    1
    
    
    
    314,63411670
    
    LaSalle Plaza
    
    
    1
    
    
    
    588,90811690
    
    100 Summer Street
    
    
    1
    
    
    
    1,034,60511700
    
    The Tower at NEEP
    
    
    1
    
    
    
    199,86011710
    
    Denver Post Tower
    
    
    1
    
    
    
    579,99911730
    
    301 Howard Building
    
    
    1
    
    
    
    307,39611750
    
    410 Building
    
    
    1
    
    
    
    396,04711760
    
    Trinity Place
    
    
    1
    
    
    
    189,16311770
    
    Tabor Building
    
    
    2
    
    
    
    692,38711790
    
    4949 S. Syracuse
    
    
    1
    
    
    
    62,63311800
    
    Metropoint I
    
    
    1
    
    
    
    263,71611820
    
    The Solarium
    
    
    1
    
    
    
    162,81711830
    
    Terrace Building
    
    
    1
    
    
    
    115,40811850
    
    Dominion Plaza
    
    
    1
    
    
    
    571,46811860
    
    Millennium Building
    
    
    1
    
    
    
    330,03311890
    
    Polk & Taylor Buildings
    
    
    2
    
    
    
    902,32211910
    
    Northland Plaza
    
    
    1
    
    
    
    296,96711940
    
    Second & Spring
    
    
    1
    
    
    
    130,42111960
    
    Colonnade Office A&B Dallas
    
    
    2
    
    
    
    606,61511970
    
    Colonnade Office C Dallas
    
    
    1
    
    
    
    377,63911990
    
    Prominence at Buckhead
    
    
    1
    
    
    
    424,30912000
    
    World Trade Center
    
    
    1
    
    
    
    186,91212080
    
    City Center Bellevue
    
    
    1
    
    
    
    472,58512110
    
    Computer Associates Tower
    
    
    1
    
    
    
    360,81512120
    
    Texas Commerce Tower
    
    
    1
    
    
    
    369,13412200
    
    Palo Alto-BS
    
    
    6
    
    
    
    322,22812430
    
    Wells Fargo Center Sacramento
    
    
    1
    
    
    
    502,36512470
    
    Exposition Centre
    
    
    1
    
    
    
    72,98512500
    
    Norris Tech
    
    
    3
    
    
    
    260,82512510
    
    One & Two ADP Plaza
    
    
    2
    
    
    
    300,24912520
    
    Corporate Centre
    
    
    2
    
    
    
    328,81012540
    
    PeopleSoft Plaza
    
    
    1
    
    
    
    277,56212550
    
    Pruneyard Office Towers
    
    
    3
    
    
    
    354,77212560
    
    Pruneyard Inn12570
    
    Pruneyard Shopping Center
    
    
    2
    
    
    
    252,21012580
    
    Seaport Centre
    
    
    13
    
    
    
    465,95512590
    
    Ten Almaden
    
    
    1
    
    
    
    299,68512600
    
    18301 Von Karman
    
    
    1
    
    
    
    219,53712610
    
    2677 North Main
    
    
    1
    
    
    
    215,003




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft12630
    
    429 Santa Monica Boulevard
    
    
    1
    
    
    
    84,79812700
    
    Searise Office Tower
    
    
    1
    
    
    
    124,11612760
    
    200 Galleria
    
    
    1
    
    
    
    438,27312780
    
    527 Madison Avenue
    
    
    1
    
    
    
    215,33212820
    
    One Lincoln Centre
    
    
    1
    
    
    
    294,97212880
    
    Bay Park Plaza I & II
    
    
    2
    
    
    
    257,05812900
    
    One Bay Plaza
    
    
    1
    
    
    
    176,53312950
    
    120 Montgomery
    
    
    1
    
    
    
    420,31012960
    
    Market Square
    
    
    2
    
    
    
    681,05112970
    
    191 Peachtree Tower
    
    
    1
    
    
    
    1,215,28812980
    
    222 Berkley
    
    
    1
    
    
    
    519,60812990
    
    500 Boyleston
    
    
    1
    
    
    
    706,86413010
    
    Parkside Tower
    
    
    2
    
    
    
    398,46013020
    
    Seaport Plaza
    
    
    2
    
    
    
    159,35013250
    
    Three Lafayette
    
    
    1
    
    
    
    259,44113260
    
    Metropoint II REIT
    
    
    1
    
    
    
    150,67313300
    
    2 Lafayette
    
    
    1
    
    
    
    130,70413310
    
    Sunset North REIT
    
    
    3
    
    
    
    465,01313370
    
    500 Orange Tower
    
    
    1
    
    
    
    290,76513400
    
    Santa Clara Office Center I
    
    
    1
    
    
    
    54,70113410
    
    Stender Way II
    
    
    1
    
    
    
    61,82513420
    
    Santa Clara Office Center
    
    
    2
    
    
    
    75,19713430
    
    Gateway Office-Phase I
    
    
    2
    
    
    
    152,32613440
    
    Scott Boulevard
    
    
    1
    
    
    
    48,00013450
    
    Santa Clara Office C enter III
    
    
    1
    
    
    
    47,62113460
    
    Bakersfield Warehouse
    
    
    1
    
    
    
    130,60013470
    
    Gateway Office-Phase II
    
    
    2
    
    
    
    313,97213490
    
    3045 Stender Way
    
    
    1
    
    
    
    27,00013500
    
    2727 Augustine
    
    
    1
    
    
    
    84,00013520
    
    The Alameda
    
    
    1
    
    
    
    44,28713530
    
    Creekside
    
    
    4
    
    
    
    241,01913540
    
    North First Office Center
    
    
    2
    
    
    
    147,01613550
    
    Cupertino Business Center
    
    
    2
    
    
    
    64,68013560
    
    455 University Avenue
    
    
    1
    
    
    
    30,98513570
    
    1710 Little Orchard
    
    
    1
    
    
    
    212,84013580
    
    8880 Cal Center Drive
    
    
    1
    
    
    
    118,17213590
    
    740 University Avenue
    
    
    1
    
    
    
    14,10813600
    
    Applied Materials
    
    
    2
    
    
    
    181,85013610
    
    Santa Clara Office Ctr IV
    
    
    1
    
    
    
    5,29013620
    
    Aspect Telecommunications
    
    
    1
    
    
    
    76,80613630
    
    Gateway Oaks II
    
    
    1
    
    
    
    66,23213640
    
    Gateway Oaks I
    
    
    1
    
    
    
    122,64113650
    
    Cadillac Court
    
    
    1
    
    
    
    44,51713660
    
    701 University
    
    
    1
    
    
    
    47,90713680
    
    Christie/Shellmound Industrial
    
    
    2
    
    
    
    56,89813690
    
    The Orchard
    
    
    1
    
    
    
    65,39213700
    
    555 University Avenue
    
    
    1
    
    
    
    59,64513710
    
    575 + 601 University Ave
    
    
    2
    
    
    
    78,10313740
    
    655 University Avenue
    
    
    1
    
    
    
    43,75013760
    
    Patrick Henry Drive
    
    
    1
    
    
    
    68,98713770
    
    COG Warehouse
    
    
    1
    
    
    
    120,600




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft13780
    
    Okidata Distribution Center
    
    
    1
    
    
    
    100,22413790
    
    SMBP 2951 28th Street
    
    
    1
    
    
    
    85,00013810
    
    Independent Road Warehouse
    
    
    1
    
    
    
    132,00013830
    
    Bay Center Business Park Ph II
    
    
    4
    
    
    
    128,70013840
    
    Keebler Warehouse
    
    
    1
    
    
    
    67,56313850
    
    Fremont Commerce Ctr Ph III
    
    
    1
    
    
    
    64,00013860
    
    Lockheed Building
    
    
    1
    
    
    
    42,89913870
    
    Xerox Campus
    
    
    5
    
    
    
    205,59313880
    
    Foothill Research
    
    
    4
    
    
    
    192,12013890
    
    Montague Industrial Center
    
    
    6
    
    
    
    315,60013910
    
    Cabot Boulevard Warehouse
    
    
    1
    
    
    
    248,86013940
    
    Eden Landing Business Ctr
    
    
    1
    
    
    
    82,79613950
    
    The Good Guys Distrib Ctr
    
    
    1
    
    
    
    459,83313980
    
    2180 Sand Hill Road
    
    
    1
    
    
    
    40,21613990
    
    Point West III-River Park Dr
    
    
    1
    
    
    
    72,08814000
    
    Point West I-Response Road
    
    
    1
    
    
    
    46,88514010
    
    1900 McCarthy
    
    
    1
    
    
    
    80,70914020
    
    Redwood Shores
    
    
    1
    
    
    
    78,02214030
    
    BayCenter Business Park Ph I
    
    
    5
    
    
    
    148,66514040
    
    Point West Commercentre
    
    
    1
    
    
    
    119,06314050
    
    2905-2909 Stender Way
    
    
    1
    
    
    
    51,15014060
    
    Meier Central South
    
    
    6
    
    
    
    149,00314070
    
    Meier Mountain View
    
    
    8
    
    
    
    270,44814080
    
    Meier North Santa Clara
    
    
    5
    
    
    
    113,32814090
    
    Meier Sunnyvale-Bldg 18
    
    
    1
    
    
    
    22,40014120
    
    Walsh at LaFayette
    
    
    4
    
    
    
    320,50514130
    
    Ridder Park
    
    
    1
    
    
    
    83,84114140
    
    Gateway Oaks III
    
    
    1
    
    
    
    46,22714160
    
    Cadillac Court II
    
    
    1
    
    
    
    36,12014170
    
    4900 + 5000 Meadows-Cons
    
    
    2
    
    
    
    144,27514180
    
    Doolittle Business Center
    
    
    4
    
    
    
    113,19614230
    
    One Pacific Heights
    
    
    1
    
    
    
    120,47314260
    
    Bayside Corporate Center
    
    
    2
    
    
    
    84,92514290
    
    American River Drive
    
    
    3
    
    
    
    121,58314300
    
    Inwood Park
    
    
    1
    
    
    
    157,48014310
    
    Benicia Ind II
    
    
    3
    
    
    
    484,72014390
    
    2290 North First Street
    
    
    1
    
    
    
    75,38114400
    
    Port of Oakland
    
    
    3
    
    
    
    199,73314410
    
    Dove Street
    
    
    1
    
    
    
    78,34014450
    
    Fairchild Corporate Center
    
    
    1
    
    
    
    105,00514460
    
    Charcot Business Center
    
    
    4
    
    
    
    163,93214480
    
    Dixon Landing
    
    
    4
    
    
    
    202,88514490
    
    Kifer Road Industrial Park
    
    
    4
    
    
    
    287,30014510
    
    BayCenter Business Pk Ph III
    
    
    2
    
    
    
    116,94114520
    
    Fidelity Plaza
    
    
    2
    
    
    
    76,62814530
    
    Central Park Plaza
    
    
    6
    
    
    
    304,24114550
    
    Wood Island Office Complex
    
    
    2
    
    
    
    76,60914580
    
    Ravendale at Central
    
    
    2
    
    
    
    80,45014620
    
    The City
    
    
    3
    
    
    
    458,94914670
    
    Emeryville Tower
    
    
    6
    
    
    
    1,251,17814680
    
    Brea Park Centre
    
    
    3
    
    
    
    168,072




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft14690
    
    Bridge Pointe Corp
    
    
    2
    
    
    
    372,65314700
    
    The City-3800 Chapman
    
    
    1
    
    
    
    157,23114710
    
    555 Twin Dolphin Plaza
    
    
    1
    
    
    
    198,49414720
    
    Metro Plaza
    
    
    2
    
    
    
    416,00614740
    
    Fountaingrove Center
    
    
    3
    
    
    
    161,05514750
    
    Sierra Point
    
    
    1
    
    
    
    99,15014760
    
    Pasadena Financial
    
    
    1
    
    
    
    148,20114770
    
    Century Square
    
    
    1
    
    
    
    205,65314780
    
    Brea Corporate Plaza
    
    
    1
    
    
    
    117,19514790
    
    Point West Corporate Center
    
    
    2
    
    
    
    144,89014800
    
    3280 E. Foothill Blvd.
    
    
    1
    
    
    
    150,95114810
    
    Gateway Office-Phase III
    
    
    1
    
    
    
    123,25014820
    
    Arboretum Courtyard
    
    
    1
    
    
    
    139,10314830
    
    Lafayette Terrace
    
    
    1
    
    
    
    47,39214840
    
    Brea Financial Commons
    
    
    3
    
    
    
    164,48914850
    
    Sepulveda Center
    
    
    1
    
    
    
    171,36514860
    
    Brea Corporate Place
    
    
    2
    
    
    
    328,30514890
    
    Huntwood Business Center
    
    
    3
    
    
    
    176,05614900
    
    Fremont Commerce Center
    
    
    3
    
    
    
    269,98314910
    
    790 Colorado
    
    
    1
    
    
    
    130,81114920
    
    Tower Seventeen
    
    
    1
    
    
    
    230,75514930
    
    Gateway Oaks IV
    
    
    1
    
    
    
    81,87614940
    
    Nobel Corporate Plaza
    
    
    1
    
    
    
    102,68614950
    
    Pacific Ridge Corporate Ctr
    
    
    1
    
    
    
    120,98014960
    
    San Mateo Bay Center I
    
    
    1
    
    
    
    121,22414970
    
    Treat Towers
    
    
    1
    
    
    
    367,31314980
    
    Johnson Ranch Corporate Ctr
    
    
    5
    
    
    
    179,99015000
    
    Oak Creek
    
    
    2
    
    
    
    70,94315010
    
    Milmont R+D
    
    
    1
    
    
    
    64,00015020
    
    Kato R+D
    
    
    1
    
    
    
    74,00015030
    
    California Circle II
    
    
    3
    
    
    
    95,77415040
    
    East Hills Office Park
    
    
    1
    
    
    
    57,24515050
    
    Stadium Towers Plaza
    
    
    2
    
    
    
    262,06515080
    
    Westridge I
    
    
    1
    
    
    
    53,32615090
    
    Centerpoint Irvine
    
    
    3
    
    
    
    67,55715110
    
    Borregas Avenue
    
    
    1
    
    
    
    39,89715130
    
    Roseville Corporate Ctr Land
    
    
    1
    
    
    
    111,41115150
    
    Park Plaza
    
    
    1
    
    
    
    66,76115160
    
    LaJolla Centre I
    
    
    2
    
    
    
    314,03415200
    
    Douglas Corporate Center
    
    
    2
    
    
    
    102,84715260
    
    Concourse
    
    
    7
    
    
    
    897,65815270
    
    City Tower
    
    
    1
    
    
    
    409,41215280
    
    City Plaza
    
    
    1
    
    
    
    324,23415300
    
    Marina Business Center
    
    
    4
    
    
    
    261,51215310
    
    Cerritos Towne Center
    
    
    5
    
    
    
    461,79415320
    
    2600 Michelson
    
    
    1
    
    
    
    307,66215330
    
    18581 Teller
    
    
    1
    
    
    
    86,08715370
    
    Hayward Business Park
    
    
    8
    
    
    
    630,94415380
    
    Skyport Plaza
    
    
    1
    
    
    
    48,00015390
    
    Metro Center Tower
    
    
    4
    
    
    
    712,98215480
    
    Parkshore Plaza-Phase I
    
    
    2
    
    
    
    114,356




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft15490
    
    San Mateo BayCenter III
    
    
    1
    
    
    
    62,02915500
    
    Skyway Landing
    
    
    2
    
    
    
    241,69415520
    
    Parkshore Plaza-Phase II
    
    
    2
    
    
    
    155,49715540
    
    Oakbrook Plaza
    
    
    1
    
    
    
    118,84315560
    
    Towers @ Shores
    
    
    2
    
    
    
    335,96015600
    
    Larkspur Landing Office Park
    
    
    3
    
    
    
    189,28915610
    
    Drakes Landing
    
    
    3
    
    
    
    121,37915620
    
    The Tower in Westwood
    
    
    1
    
    
    
    205,34715650
    
    Lincoln Exec Ctr II + III Cons
    
    
    3
    
    
    
    171,94115710
    
    Bellevue Gateway I
    
    
    1
    
    
    
    111,25715720
    
    Bellevue Gateway II
    
    
    1
    
    
    
    67,04715730
    
    Main Street Building
    
    
    1
    
    
    
    38,72915790
    
    10700 Building
    
    
    1
    
    
    
    60,21815850
    
    Southgate Office Plaza
    
    
    2
    
    
    
    269,17515860
    
    Plaza Center
    
    
    2
    
    
    
    457,59115870
    
    Gateway 405 Building
    
    
    1
    
    
    
    34,50515880
    
    Eastgate Office Park
    
    
    1
    
    
    
    261,05915890
    
    Lincoln Executive Center
    
    
    2
    
    
    
    106,59715900
    
    Plaza East
    
    
    1
    
    
    
    145,33915910
    
    I-90 Bellevue
    
    
    2
    
    
    
    134,23516000
    
    5550 Macadam Building
    
    
    1
    
    
    
    41,36016020
    
    River Forum I+II
    
    
    1
    
    
    
    192,36316030
    
    4000 Kruse Way Place
    
    
    1
    
    
    
    141,44816040
    
    4004 Kruse Way Place
    
    
    1
    
    
    
    58,10816080
    
    4949 Meadows
    
    
    1
    
    
    
    124,73716100
    
    RiverSide Centre
    
    
    1
    
    
    
    100,93816120
    
    Nimbus Corporate Center
    
    
    16
    
    
    
    689,79716150
    
    One Pacific Square
    
    
    1
    
    
    
    228,24716170
    
    Kruse Way Plaza
    
    
    2
    
    
    
    101,36616180
    
    Kruse Woods
    
    
    4
    
    
    
    417,65216190
    
    4800 Meadows
    
    
    1
    
    
    
    74,35216200
    
    Kruse Oaks
    
    
    1
    
    
    
    91,69016210
    
    Benjam in Franklin Plaza
    
    
    1
    
    
    
    271,57316230
    
    Lincoln Center
    
    
    7
    
    
    
    735,42916240
    
    Bellefield Office Park
    
    
    15
    
    
    
    454,44316320
    
    Skyport Plaza East
    
    
    3
    
    
    
    608,66316450
    
    Waters Edge/Playa Vista JV EQ -Dev - 2
    
    
    
    
    
    
    243,433Placed inSVC 3Q16470
    
    Griffin Towers I (REIT)
    
    
    1
    
    
    
    543,41616490
    
    Army and Navy Club Building
    
    
    1
    
    
    
    102,82216500
    
    Liberty Place
    
    
    1
    
    
    
    157,55016520
    
    San Rafael I
    
    
    2
    
    
    
    155,31816540
    
    Ferry Bldg (FBA)
    
    
    1
    
    
    
    243,81215170BU
    
    Vintage Park-Cons (BU)
    
    
    1
    
    
    
    38,83915255BU
    
    VP-323 Vintage Park Drive
    
    
    1
    
    
    
    25,50315256BU
    
    VP-353 Vintage Park Drive
    
    
    1
    
    
    
    28,51115257BU
    
    VP-363 VIntage Park Drive
    
    
    1
    
    
    
    25,06415258BU
    
    VP-373 Vintage Park Drive
    
    
    1
    
    
    
    24,81415259BU
    
    VP-383 Vintage Park Drive
    
    
    1
    
    
    
    19,36316560
    
    Foundry 2 (3721)
    
    
    1
    
    
    
    505,480




---



##### 



JDE #
    
    Property Name
    
    Bldg Count
    
    Sq Ft16590
    
    US Bank Tower
    
    
    1
    
    
    
    485,90216620
    
    3 Bellevue
    
    
    1
    
    
    
    472,929Unconsolidated Joint Ventures44030
    
    OPOS Equity Method
    
    
    1
    
    
    
    382,64844040
    
    Rowes Wharf Equity Method
    
    
    3
    
    
    
    151,64444140
    
    10+30 S. Wacker-Equity
    
    
    2
    
    
    
    1,502,46644180
    
    Preston Commons-Equity
    
    
    3
    
    
    
    209,30244190
    
    Sterling Plaza-Equity
    
    
    1
    
    
    
    151,37444240
    
    800-900 Concar-Equity
    
    
    2
    
    
    
    175,367




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##### 



SCHEDULE 4.4 (b) Disclosure of
Additional Material Indebtedness 1. Drawings under this Agreement. 2. Issuance of $500,000,000 10 year unsecured notes on 1/14/03




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##### 



SCHEDULE 4.6 Borrower and EOPT ERISA Plans
and Collective Bargaining Agreements The employees of EOPT and the Borrower (other than union employees) may currently participate in a
401(k) Plan. Other benefits for non-union employees include: Health care plan, dental care, vision care, life insurance and accidental death and dismemberment plan, travel/accident
insurance, short-term disability, long-term disability, employee assistance program, paid time off days, holidays and direct paycheck deposit.With the following plans:Equity Office Properties Trust Welfare Benefit Plan Equity Office Properties Trust Retirement Savings Plan Beacon Properties Pension PlanUnion employee benefits include:Sick time, vacation time, personal days, holidays, direct paycheck deposit, monthly employer contributions into the health
and welfare trust and pension fund (which health and welfare trusts and pension funds are generally Plans, Multiemployer Plans or Benefit Arrangements).With the following plans:Central Pension Fund of the International Union of Operating EngineersService Employees International Union Local 36 Health and Welfare PlanService Employees International Union Local 36 Pension FundStationary Engineers Local 39 Health and Welfare Trust Fund




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Stationary Engineers Local 39 Pension Trust FundLocal 94-94A-94B Health and Benefit FundLocal 94-94A-94B Annuity FundHealth and Welfare Trust, International Union of Operating Engineers, Local 399, ChicagoOperating Engineers Local 501 Security Fund Health and Welfare Plan
 For employees covered by the following collective bargaining agreements: Agreement, between Equity Office Properties Management Corp., a Delaware corporation, and the
International Union of Operating Engineers 18S, effective February 1, 1999 through February 1,
2006. Agreement, dated as of July 1, 1997, by and between Equity Office Property Management Corp., Inc.,
and the International Union of Operating Engineers, Local 30, AFL-CIO. Multi-Employer Agreement, dated November 16, 1996, by and between Building Operators Labor
Relations, Inc., and Service Employees International Union, Local #36, AFL-CIO. Agreement, by and between Building Owners and Managers Association of San Francisco, and
International Union of Operating Engineers, Stationary Local No. 39, affiliated with the AFL-CIO,
effective September 1, 1998. 1998 Engineer Agreement, between Realty Advisory Board of Labor Relations, Incorporated, and
Local 94-94A-94B International Union of Operating Engineers AFL-CIO, effective January 1, 1998 to
December 31, 2006. Agreement, between Building Owners and Managers Association of Chicago, and



International Union of Operating Engineers Local 399, AFL-CIO, effective May 18, 1998 through May
20, 2005. Agreement, by and between the International Union of Operating Engineers, Local 501, and the
members listed in Exhibit A of the Building Owners and Managers Association of Greater Los Angeles,
Incorporated, effective January 1, 1996 through October 31, 2006. Agreement, dated as of February 17, 1996, by and between Premisys Real Estate
Services, Inc., and Local #835 International Union of Operating Engineers, AFL-CIO. Agreement with Chicago & Northeast Illinois District Counsel of Carpenters, Local 13,




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##### 



effective through May, 2005 Agreement with International Brotherhood of Painters & Allied, Local 14, through May 2006.




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SCHEDULE 5.11(c)(1) EOPT Investments EOP-QRS Trust
BeaMetFed, Inc. (80.6% voting shares or .8102% of the overall ownership)
EOP-Worldwide Plaza, Inc.
EOP-NYCCA, Inc.




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##### 



SCHEDULE 5.11(c)(2) EOPT Investments EOP-QRS Trust
BeaMetFed, Inc. (80.6% voting shares or .8102% of the overall ownership)
EOP-Worldwide Plaza, Inc.
EOP-NYCCA, Inc.




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##### 



SCHEDULE 5.11(c)(3) FINANCING PARTNERSHIPS OWNED BY EOP-QRS TRUST Properties in which EOP-QRS Trust is a 1% Limited Partner: PA-1601 Market Street Limited Partnership, a Delaware limited partnership
(1601 Market Street, Philadelphia, Pennsylvania) Properties in which EOP-QRS Trust is a 0.1% General Partner or Managing Member: DC-1627 Eye Street Limited Partnership, a Delaware limited partnership
(Army/Navy Building, Washington, D.C.)OR-5550 Macadam Building Limited Partnership, a Delaware limited partnership
(5550 Macadam Building, Portland, Oregon)OR-BF Plaza Limited Partnership, a Delaware limited partnership
(Benjamin Franklin Plaza, Portland, Oregon)OH-Community Corporate Center Limited Partnership, a Delaware limited partnership
(Community Corporate Center, Columbus, Ohio)OH-One Crosswoods Limited Partnership, a Delaware limited partnership
(One Crosswoods Center, Columbus, Ohio)DC-One Lafayette Limited Partnership, a Delaware limited partnership
(One Lafayette, Washington, D.C.)DC-Two Lafayette Limited Partnership, a Delaware limited partnership
(Two Lafayette, Washington, D.C.)DC-Three Lafayette Limited Partnership, a Delaware limited partnership
(Three Lafayette, Washington, D.C.)OR-River Forum Limited Partnership, a Delaware limited partnership
(River Forum I & II, Portland, Oregon)OR-Riverside Portland Limited Partnership
(Riverside Centre, Portland, Oregon)OR-One Pacific Square Limited Partnership
(Pacific Square, Portland, Oregon)LA-Lakeway I, L.L.C., a Delaware limited liability company
(Lakeway Center I, Metairie, Louisiana)LA-Lakeway II, L.L.C., a Delaware limited liability company
(Lakeway Center II, Metairie, Louisiana)LA-Lakeway III, L.L.C., a Delaware limited liability company
(Lakeway Center III, Metairie, Louisiana)




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EXHIBIT A NOTE $___
    
    Chicago, IllinoisFebruary 10, 2005
 For value received, EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the
Borrower), promises to pay to the order of ___(the Bank) the unpaid principal
amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to
below on the maturity date provided for in the Credit Agreement). The Borrower further promises to
pay interest on the unpaid principal amount of each such Loan from the date advanced until such
principal amount is paid in full on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in lawful money of the United
States in Federal or other immediately available funds to Wachovia Bank, National Association, for
the account of the Bank, pursuant to the following wire transfer instructions: Wachovia Bank, National Association
ABA#053000219
Beneficiary Account Name: Technology
REF: Equity Office Term Loan
Acct#145916 8116011
Attn: Beth Dunn
 All Loans made by the Bank, the respective types and maturities thereof and all repayments of
the principal thereof shall be recorded by the Bank and, if the Bank so elects in connection with
any transfer or enforcement hereof, appropriate notations to evidence the foregoing information
with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the Notes referred to in, and is executed and delivered pursuant to and
subject to all of the terms of, the Credit Agreement, dated as of February 10, 2005, among the
Borrower, the banks listed on the signature pages thereof, Wachovia Bank, National Association, as
Administrative Agent, and Wachovia Capital Markets, LLC, as Sole Lead Arranger and Sole Bookrunner (as the same may be amended from time to time,
the Credit Agreement). Capitalized terms used
herein but not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
The terms and conditions of the Credit Agreement are hereby incorporated in their entirety by
reference as though fully set forth herein. Upon the occurrence of certain Events of Default as
more particularly described in the Credit Agreement,




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##### 



the unpaid principal amount evidenced by this Note shall become, and upon the occurrence and
during the continuance of certain other Events of Default, such unpaid principal amount may be
declared to be, due and payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement. Demand, presentment, diligence, protest and notice of nonpayment are hereby waived by the
Borrower. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. [SIGNATURE PAGE FOLLOWS]




---



##### 



EOP OPERATING LIMITED PARTNERSHIP,a Delaware limited partnershipBy:
    
    Equity Office Properties Trust, a Maryland real
estate investment trust, its general partnerBy:Name:Title:
 Signature Page to Note from EOP Operating Limited Partnership in favor of ________________.




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##### 



Note (contd) LOANS AND PAYMENTS OF PRINCIPAL 
 Amount ofAmount of
    
    
    Type of
    
    
    Principal
    
    
    Maturity
    
    
    NotationDate
    
    Loan
    
    
    Loan
    
    
    Repaid
    
    
    Date
    
    
    Made By




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##### 



EXHIBIT B TRANSFER SUPPLEMENT TRANSFER SUPPLEMENT (this Transfer Supplement) dated as of
___, 200_, between ___(the Assignor) and ___having an
address at ___(the Purchasing Bank). W I T N E S S E T H: WHEREAS, the Assignor has made loans to EOP Operating Limited Partnership, a Delaware limited
partnership (the Borrower), pursuant to the Credit Agreement, dated as of February 10, 2005,
among the Borrower, the banks listed on the signature pages thereof, Wachovia Bank, National
Association, as Administrative Agent, and Wachovia Capital Markets, LLC, as Sole Lead Arranger and
Sole Bookrunner (as the same may be amended from time to time, the Credit Agreement). All
capitalized terms used and not otherwise defined herein shall have the respective meanings set
forth in the Credit Agreement; WHEREAS, the Purchasing Bank desires to purchase and assume from the Assignor, and the
Assignor desires to sell and assign to the Purchasing Bank, certain rights, title, interest and
obligations under the Credit Agreement; NOW, THEREFORE, IT IS AGREED: 1. In consideration of the amount set forth in the receipt (the Receipt) given by Assignor
to Purchasing Bank of even date herewith, and transferred by wire to Assignor, the Assignor hereby
assigns and sells, without recourse, representation or warranty except as specifically set forth
herein, to the Purchasing Bank, and the Purchasing Bank hereby purchases and assumes from the
Assignor, a ___% interest (the Purchased Interest) of the Loans constituting a portion of the
Assignors rights and obligations under the Credit Agreement as of the Effective Date (as defined
below) including, without limitation, such percentage interest of the Assignor in any Loans owing
to the Assignor, any Note held by the Assignor, any Loan Commitment of the Assignor and any other
interest of the Assignor under any of the Loan Documents. 2. The Assignor: (i) represents and warrants that as of the date hereof the aggregate
outstanding principal amount of its share of the Loans owing to it (without giving effect to
assignments thereof which have not yet become effective) is $___; (ii) represents and warrants
that it is the legal and beneficial owner of the interests being assigned by it hereunder and that
such interests are free and clear of any adverse claim; (iii) represents and warrants that it has
not received any notice of Default or Event of Default from the Borrower; (iv) represents and
warrants that is has full power and authority to execute and deliver, and perform under, this
Transfer Supplement, and all necessary corporate and/or partnership action has been taken to
authorize, and all approvals and consents have been obtained for, the execu-




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##### 



tion, delivery and performance thereof; (v) represents and warrants that this Transfer
Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its
terms; (vi) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations (or the truthfulness or accuracy
thereof) made in or in connection with the Credit Agreement, or the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, or the other Loan Documents or any other instrument or document furnished pursuant
thereto; and (vii) makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the performance or observance by the Borrower of any
of its obligations under the Credit Agreement or the other Loan Documents or any other instrument
or document furnished pursuant thereto. Except as specifically set forth in this Paragraph 2, this
assignment shall be without recourse to Assignor. 3. The Purchasing Bank: (i) confirms that it has received a copy of the Credit Agreement, and
the other Loan Documents, together with such financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Transfer Supplement and to become a party to the Credit Agreement, and has not relied on any
statements made by Assignor; (ii) agrees that it will, independently and without reliance upon any
of the Administrative Agent, the Assignor or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own appraisal of and
investigation into the business, operations, property, prospects, financial and other conditions
and creditworthiness of the Borrower and will make its own credit analysis, appraisals and
decisions in taking or not taking action under the Credit Agreement, and the other Loan Documents;
(iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement, and the other Loan Documents as are
delegated to such agents by the terms thereof, together with such powers as are incidental thereto;
(iv) agrees that it will be bound by and perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be performed by it as a
Bank; (v) specifies as its addresses for notices, its Domestic Lending Office and its Eurodollar
Lending office, the addresses and offices set forth beneath its name on the signature page hereof;
(vi) represents and warrants that it has full power and authority to execute and deliver, and
perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has
been taken to authorize, and all approvals and consents have been obtained for, the execution,
delivery and performance thereof; (vii) represents and warrants that this Transfer Supplement
constitutes its legal, valid and binding obligation enforceable in accordance with its terms; and
(viii) represents and warrants that the interest being assigned hereunder is being acquired by it
for its own account, for investment purposes only and not with a view to the public distribution
thereof and without any present intention of its resale in either case that would be in violation
of applicable securities laws. 4. This Transfer Supplement shall be effective on the date (the
Effective Date) on which all of the following have occurred: (i) it shall have been executed and delivered
by the parties hereto; (ii) copies hereof shall have been delivered to the Administrative Agent and
the Borrower; (iii) the Purchasing Bank shall have received an original Note; and (iv) the




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##### 



Purchasing Bank shall have paid to the Assignor the agreed purchase price as set forth in the
Receipt. 5. On and after the Effective Date, (i) the Purchasing Bank shall be a party to the Credit
Agreement and, to the extent provided in this Transfer Supplement, have the rights and obligations
of a Bank thereunder and be entitled to the benefits and rights of the Banks thereunder and (ii)
the Assignor shall, to the extent provided in this Transfer Supplement as to the Purchased
Interest, relinquish its rights and be released from its obligations under the Credit Agreement. 6. From and after the Effective Date, the Assignor shall cause the Administrative Agent to
make all payments under the Credit Agreement, and the Notes in respect of the Purchased Interest
assigned hereby (including, without limitation, all payments of principal, fees and interest with
respect thereto and any amounts accrued but not paid prior to such date) to the Purchasing Bank. 7. This Transfer Supplement may be executed in any number of counterparts which, when taken
together, shall be deemed to constitute one and the same instrument. 8. Assignor hereby represents and warrants to Purchasing Bank that it has made all payments
demanded to date by Wachovia Bank, National Association, as Administrative Agent in connection with
the Assignors Pro Rata Share of the obligation to reimburse the Agent for its expenses and made
all Loans required. In the event Wachovia Bank, National Association, as Administrative Agent,
shall demand reimbursement for fees and expenses from Purchasing Bank for any period prior to the
Effective Date, Assignor hereby agrees to promptly pay Wachovia Bank, National Association, as
Administrative Agent, such sums directly, subject, however, to Paragraph 12 hereof. 9. Assignor will, at the cost of Assignor, and without expense to Purchasing Bank, do,
execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments,
notices of assignments, transfers and assurances as Purchasing Bank shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto
Purchasing Bank the property and rights hereby given, granted, bargained, sold, aliened, enfeoffed,
conveyed, confirmed, assigned and/or intended now or hereafter so to be, on which Assignor may be
or may hereafter become bound to convey or assign to Purchasing Bank, or for carrying out the
intention or facilitating the performance of the terms of this Agreement or for filing, registering
or recording this Agreement. 10. The parties agree that no broker or finder was instrumental in bringing about this
transaction. Each party shall indemnify, defend the other and hold the other free and harmless from
and against any damages, costs or expenses (including, but not limited to, reasonable attorneys fees and disbursements) suffered by such party arising
from claims by any broker or finder that such broker or finder has dealt with said party in
connection with this transaction.




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##### 



11. Subject to the provisions of Paragraph 12 hereof, if, with respect to the Purchased
Interest only, Assignor shall on or after the Effective Date receive (a) any cash, note,
securities, property, obligations or other consideration in respect of or relating to the Loan or
the Loan Documents or issued in substitution or replacement of the Loan or the Loan Documents, (b)
any cash or non-cash consideration in any form whatsoever distributed, paid or issued in any
bankruptcy proceeding in connection with the Loan or the Loan Documents or (c) any other
distribution (whether by means of repayment, redemption, realization of security or otherwise),
Assignor shall accept the same as Purchasing Banks agent and hold the same in trust on behalf of
and for the benefit of Purchasing Bank, and shall deliver the same forthwith to Purchasing Bank in
the same form received, with the endorsement (without recourse) of Assignor when necessary or
appropriate. If the Assignor shall fail to deliver any funds received by it within the same
Business Day of receipt, unless such funds are received by Assignor after 4:00 p.m., Eastern
Standard Time, then the following Business Day after receipt, said funds shall accrue interest at
the Federal Funds Rate and in addition to promptly remitting said amount, Assignor shall remit such
interest from the date received to the date such amount is remitted to the Purchasing Bank. 12. Assignor and Purchasing Bank each hereby agree to indemnify and hold harmless the other,
each of its directors and each of its officers in connection with any claim or cause of action
based on any matter or claim based on the acts of either while acting as a Bank under the Credit
Agreement. Promptly after receipt by the indemnified party under this Section of notice of the
commencement of any action, such indemnified party shall notify the indemnifying party in writing
of the commencement thereof. If any such action is brought against any indemnified party and that
party notifies the indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof, with counsel satisfactory to such indemnified party, and after receipt
of notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof. In no event shall the indemnified party settle or consent to a
settlement of such cause of action or claim without the consent of the indemnifying party. 13. THIS TRANSFER SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 14. On or promptly after the Effective Date, Borrower, Administrative
Agent, Assignor and Purchasing Bank shall make appropriate arrangements so that a Note
executed by Borrower, dated the Effective Date is issued to Purchasing Bank. [15. On or before the Effective Date, Purchasing Bank shall comply with the provisions of
Section 8.4(d) of the Credit Agreement.] [Include only if Purchasing Bank is a foreign
institution.]




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##### 



[Purchasing Bank]By:Name:Title:Notice Address:Domestic Lending Office:Eurodollar Lending Office:[Assignor]By:Name:Title:
 Receipt Acknowledged this
____ day of _________, 200_: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By:Name:Title:
 [TO THE EXTENT APPLICABLE]
Approved this 
____ day of _________, 200_: EOP OPERATING LIMITED PARTNERSHIP,
a Delaware limited partnership By:
    
    Equity Office Properties Trust, a Maryland real estate investment trust, its general partnerBy:Name:Title:




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##### 



EXHIBIT C NOTICE ADDRESSES Borrower:
    
    Administrative Agent:Two North Riverside PlazaSuite 2100Chicago, Illinois 60606Attn: Chief Financial OfficerFacsimile: (312) 559-5008




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##### 



GUARANTY OF PAYMENT GUARANTY OF PAYMENT, made as of February 10, 2005 (this Guaranty), between EQUITY OFFICE
PROPERTIES TRUST, a Maryland real estate investment trust, having an address at Two North Riverside
Plaza, Suite 2100, Chicago, Illinois 60606 (Guarantor), and WACHOVIA BANK, NATIONAL ASSOCIATION,
as administrative agent (the Administrative Agent) for the banks (the Banks) listed on the
signature pages of the Credit Agreement, dated as of February 10, 2005, among EOP Operating Limited
Partnership (Borrower), the banks listed on the signature pages thereof, Wachovia Bank, National
Association, as Administrative Agent, and Wachovia Capital Markets, LLC, as Sole Lead Arranger and
Sole Bookrunner (as the same may be amended from time to time, the Credit Agreement). W I T N E S S E T H: WHEREAS, the Banks have agreed to make loans to Borrower in the aggregate principal amount not
to exceed Two Hundred Fifty Million Dollars ($250,000,000) (hereinafter collectively referred to as
the Loans); WHEREAS, the Loans are evidenced by certain promissory notes (the Notes) of Borrower made to
each of the Banks in accordance with the terms of the Credit Agreement; WHEREAS, the Credit Agreement and the Notes and any other documents executed in connection
therewith are hereinafter collectively referred to as the Loan Documents; WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Credit Agreement; WHEREAS, Guarantor is the sole general partner of Borrower; and WHEREAS, as a condition to the execution and delivery of the Loan Documents, the Banks have
required that Guarantor execute and deliver this Guaranty; and NOW THEREFORE, in consideration of the premises and the benefits to be derived from the making
of the Loans by the Banks to Borrower, and in order to induce the Administrative Agent, and the
Banks to enter into the Credit Agreement and the other Loan Documents, the Guarantor hereby agrees
as follows: 1. Guarantor, on behalf of itself and its successors and assigns, hereby irrevocably,
absolutely and unconditionally guarantees the full and punctual payment when due, whether at stated
maturity or otherwise, of all Obligations of Borrower now or hereafter existing under the Notes and
the Credit Agreement, for principal and/or interest as well as any and all other amounts due
thereunder, including, without limitation, all indemnity obligations of




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##### 



Borrower thereunder, and any and all reasonable costs and expenses (including, without
limitation, reasonable attorneys fees and disbursements) incurred by the Administrative Agent or
the Banks in enforcing their rights under this Guaranty (all of the foregoing obligations being the
Guaranteed Obligations). 2. It is agreed that the Guaranteed Obligations of Guarantor hereunder are primary and this
Guaranty shall be enforceable against Guarantor and its successors and assigns without the
necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative
Agent or any of the Banks against Borrower or its respective successors or assigns or any other
party or against any security for the payment and performance of the Guaranteed Obligations and
without the necessity of any notice of non-payment or non-observance or of any notice of acceptance
of this Guaranty or of any notice or demand to which Guarantor might otherwise be entitled
(including, without limitation, diligence, presentment, notice of maturity, extension of time,
change in nature or form of the Guaranteed Obligations, acceptance of further security, release of
further security, imposition or agreement arrived at as to the amount of or the terms of the
Guaranteed Obligations, notice of adverse change in Borrowers financial condition and any other
fact which might materially increase the risk to Guarantor), all of which Guarantor hereby
expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or
impaired by reason of the assertion of or the failure to assert by the Administrative Agent or any
of the Banks against Borrower or its respective successors or assigns, any of the rights or
remedies reserved to the Administrative Agent or any of the Banks pursuant to the provisions of the
Loan Documents. Guarantor agrees that any notice or directive given at any time to the
Administrative Agent or any of the Banks which is inconsistent with the waiver in the immediately
preceding sentence shall be void and may be ignored by the Administrative Agent and the Banks, and,
in addition, may not be pleaded or introduced as evidence in any litigation relating to this
Guaranty for the reason that such pleading or introduction would be at variance with the written
terms of this Guaranty, unless the Administrative Agent has specifically agreed otherwise in a
writing, signed by a duly authorized officer. Guarantor specifically acknowledges and agrees that
the foregoing waivers are of the essence of this transaction and that, but for this Guaranty and
such waivers, the Administrative Agent and the Banks would have declined to execute and deliver the
Loan Documents. 3. Guarantor waives, and covenants and agrees that it will not at any time insist upon, plead
or in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal,
valuation, stay, extension, marshalling-of-assets or redemption laws, or right of homestead or
exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise
affect the performance by Guarantor of its obligations under, or the enforcement by the
Administrative Agent or any of the Banks of, this Guaranty. Guarantor further covenants and agrees
not to set up or claim any defense, counterclaim, offset, setoff or other objection of any kind to
any action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may be
instituted or made by the Administrative Agent or any of the Banks 2




---



##### 



other than the defense of the actual timely payment and performance by Borrower of the
Guaranteed Obligations hereunder; provided, however, that the foregoing shall not be deemed a
waiver of Guarantors right to assert any compulsory counterclaim, if such counterclaim is
compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of
Guarantors right to assert any claim which would constitute a defense, setoff, counterclaim or
crossclaim of any nature whatsoever against Administrative Agent or any Bank in any separate action
or proceeding. Guarantor represents, warrants and agrees that, as of the date hereof, its
obligations under this Guaranty are not subject to any counterclaims, offsets or defenses against
the Administrative Agent or any Bank of any kind. 4. The provisions of this Guaranty are for the benefit of the Administrative Agent and the
Banks and their successors and permitted assigns, and nothing herein contained shall impair as
between Borrower and the Administrative Agent and the Banks the obligations of Borrower under the
Loan Documents. 5. This Guaranty shall be a continuing, unconditional and absolute guaranty and the liability
of Guarantor hereunder shall in no way be terminated, affected, modified, impaired or diminished by
reason of the happening, from time to time, of any of the following, although without notice or the
further consent of Guarantor: (a) any assignment, amendment, modification or waiver of or change in any of the terms,
covenants, conditions or provisions of any of the Guaranteed Obligations or the Loan Documents or
the invalidity or unenforceability of any of the foregoing; or (b) any extension of time that may be granted by the Administrative Agent to Borrower, any
guarantor, or their respective successors or assigns, heirs, executors, administrators or
personal representatives; or (c) any action which the Administrative and/or the Banks may take or fail to take under or in
respect of any of the Loan Documents or by reason of any waiver of, or failure to enforce any of
the rights, remedies, powers or privileges available to the Administrative Agent under this
Guaranty or available to the Administrative Agent and/or the Banks at law, equity or otherwise, or
any action on the part of the Administrative Agent and/or the Banks granting indulgence or
extension in any form whatsoever; or (d) any sale, exchange, release, or other disposition of any property pledged, mortgaged or
conveyed, or any property in which the Administrative Agent and/or the Banks have been granted a
lien or security interest to secure any indebtedness of Borrower to the Administrative Agent
and/or the Banks; or (e) any release of any person or entity who may be liable in any manner
for the payment and collection of any amounts owed by Borrower to the Administrative Agent
and/or the Banks; or 3




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(f) the application of any sums by whomsoever paid or however realized to any amounts owing
by Borrower to the Administrative Agent and/or the Banks under the Loan Documents in such manner
as the Administrative Agent shall determine in its sole discretion; or (g) Borrowers or any guarantors voluntary or involuntary liquidation, dissolution, sale of
all or substantially all of their respective assets and liabilities, appointment of a trustee,
receiver, liquidator, sequestrator or conservator for all or any part of Borrowers or Guarantors
assets, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment, or the commencement of other similar proceedings
affecting Borrower or any guarantor or any of the assets of any of them, including, without
limitation, (i) the release or discharge of Borrower or any guarantor from the payment and
performance of their respective obligations under any of the Loan Documents by operation of law,
or (ii) the impairment, limitation or modification of the liability of Borrower or any guarantor
in bankruptcy, or of any remedy for the enforcement of the Guaranteed Obligations under any of the
Loan Documents, or Guarantors liability under this Guaranty, resulting from the operation of any
present or future provisions of the Bankruptcy Code or other present or future federal, state or
applicable statute or law or from the decision in any court; or (h) any improper disposition by Borrower of the proceeds of the Loans, it being acknowledged
by Guarantor that the Administrative Agent or any Bank shall be entitled to honor any request
made by Borrower for a disbursement of such proceeds and that neither the Administrative Agent
nor any Bank shall have any obligation to see the proper disposition by Borrower of such
proceeds. 6. Guarantor agrees that if at any time all or any part of any payment at any time received by
the Administrative Agent from Borrower or Guarantor under or with respect to this Guaranty is or
must be rescinded or returned by the Administrative Agent or any Bank for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy or reorganization of Borrower or
Guarantor), then Guarantors obligations hereunder shall, to the extent of the payment rescinded or
returned, be deemed to have continued in existence notwithstanding such previous receipt by such
party, and Guarantors obligations hereunder shall continue to be effective or reinstated, as the
case may be, as to such payment, as though such previous payment had never been made. 7. Until this Guaranty is terminated pursuant to the terms hereof, Guarantor (i) shall have no
right of subrogation against Borrower or any entity comprising same by reason of any payments or
acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder, (ii)
waives any right to enforce
any remedy which Guarantor now or hereafter shall have against Borrower or any entity
comprising same by reason of any one or more payment or acts of performance in compliance with the
obligations of Guarantor hereunder  4




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and (iii) from and after an Event of Default (as defined in the Credit Agreement), subordinates any
liability or indebtedness of Borrower or any entity comprising same now or hereafter held by
Guarantor or any affiliate of Guarantor to the obligations of Borrower under the Loan Documents.
The foregoing, however, shall not be deemed in any way to limit any rights that Guarantor may have
pursuant to the Agreement of Limited Partnership of Borrower or which it may have at law or in
equity with respect to any other partners of Borrower. 8. Guarantor represents and warrants to the Administrative Agent and the Banks with the
knowledge that the Administrative Agent and the Banks are relying upon the same, as follows: (a) as of the date hereof, Guarantor is the sole general partner of Borrower; (b) based upon such relationships, Guarantor has determined that it is in its
best interests to enter into this Guaranty; (c) this Guaranty is necessary and convenient to the conduct, promotion and attainment of
Guarantors business, and is in furtherance of Guarantors business purposes; (d) the benefits to be derived by Guarantor from Borrowers access to funds made possible
by the Loan Documents are at least equal to the obligations undertaken pursuant to this
Guaranty; (e) Guarantor is solvent and has full power and legal right to enter into this Guaranty and
to perform its obligations under the term hereof and (i) Guarantor is organized and validly
existing under the laws of the State of Maryland, (ii) Guarantor has complied with all provisions
of applicable law in connection with all aspects of this Guaranty, and (iii) the person executing
this Guaranty has all the requisite power and authority to execute and deliver this Guaranty; (f) to the best of Guarantors knowledge, there is no action, suit, proceeding, or
investigation pending or threatened against or affecting Guarantor at law, in equity, in
admiralty or before any arbitrator or any governmental department, commission, board, bureau,
agency or instrumentality (domestic or foreign) which is likely to materially and adversely
impair the ability of Guarantor to perform its obligations under this Guaranty; (g) the execution and delivery of and the performance by Guarantor of its obligations under
this Guaranty have been duly authorized by all necessary action on
the part of Guarantor and do not (i) violate any provision of any law, rule, regulation
(including, without limitation, Regulation U or X of the Board of Governors of the Federal
Reserve System of the United States), order, writ, judgment, decree, determination or award
presently in effect having applicability to Guarantor or the 5




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organizational documents of Guarantor the consequences of which violation is likely to
materially and adversely impair the ability of Guarantor to perform its obligations under this
Guaranty or (ii) violate or conflict with, result in a breach of or constitute (with due notice
or lapse of time or both) a default under any indenture, agreement or other instrument to which
Guarantor is a party, or by which Guarantor or any of its property is bound, the consequences of
which violation, conflict, breach or default is likely to materially and adversely impair the
ability of Guarantor to perform its obligations under this Guaranty; (h) this Guaranty has been duly executed by Guarantor and constitutes the legal, valid and
binding obligation of Guarantor, enforceable against it in accordance with its terms except as
enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting
creditors rights generally or general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law; (i) no authorization, consent, approval, license or formal exemption from, nor any filing,
declaration or registration with, any Federal, state, local or foreign court, governmental agency
or regulatory authority is required in connection with the making and performance by Guarantor of
this Guaranty, except those which have already been obtained; and (j) Guarantor is not an investment company as that term is defined in, nor is it otherwise
subject to regulation under, the Investment Company Act of 1940, as amended. 9. Guarantor and Administrative Agent each acknowledge and agree that this Guaranty is a
guarantee of payment and performance and not of collection and enforcement in respect of any
obligations which may accrue to the Administrative Agent and/or the Banks from Borrower under the
provisions of any Loan Document. 10. Subject to the terms and conditions of the Credit Agreement, and in conjunction therewith,
the Administrative Agent or any Bank may assign any or all of its rights under this Guaranty. In
the event of any such assignment, the Administrative Agent shall give Guarantor prompt notice of
same. If the Administrative Agent or any Bank elects to sell all the Loans or participations in the
Loans and the Loan Documents, including this Guaranty, the Administrative Agent or any Bank may
forward to each purchaser and prospective purchaser all documents and information relating to this
Guaranty or to Guarantor, whether furnished by Borrower or Guarantor or otherwise, subject to the
terms and conditions of the Credit Agreement. 11. Guarantor agrees, upon the written request of the Administrative Agent, to execute and
deliver to the Administrative Agent, from time to time, any modification or amendment hereto or any
additional instruments or documents reasonably considered necessary 6




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by the Administrative Agent or its counsel to cause this Guaranty to be, become or remain valid and
effective in accordance with its terms, provided, that, any such modification, amendment,
additional instrument or document shall not increase Guarantors obligations or diminish its rights
hereunder and shall be reasonably satisfactory as to form to Guarantor and to Guarantors counsel. 12. The representations and warranties of Guarantor set forth in this Guaranty shall survive
until this Guaranty shall terminate in accordance with the terms hereof. 13. This Guaranty contains the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements relating to such subject matter and may not be
modified, amended, supplemented or discharged except by a written agreement signed by Guarantor and
the Administrative Agent. 14. If all or any portion of any provision contained in this Guaranty shall be determined to
be invalid, illegal or unenforceable in any respect for any reason, such provision or portion
thereof shall be deemed stricken and severed from this Guaranty and the remaining provisions and
portions thereof shall continue in full force and effect. 15. This Guaranty may be executed in counterparts which together shall constitute the same
instrument. 16. All notices, requests and other communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile transmission followed by telephonic confirmation or similar
writing) and shall be addressed to such party at the address set forth below or to such other
address as may be identified by any party in a written notice to the others: If to Guarantor
    
    Equity Office Properties Trust
Two North Riverside Plaza
Suite 2100
Chicago, Illinois 60606
Attn: Chief Financial OfficerWith Copies of
Notices to Guarantor to:
    
    Equity Office Properties Trust
Two North Riverside Plaza
Suite 2100
Chicago, Illinois 60606
Attn: Chief Legal CounselandDLA Piper Rudnick Gray Cary US LLP
203 North LaSalle Street
Suite 1900
Chicago, Illinois 60601
 7




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Attn: James M. Phipps, Esq.If to the
Administrative Agent:
    
    Wachovia Bank, National Association301 South College StreetMail Code NC0172Charlotte, NC 28288Attn: David BlackmanFacsimile: (704) 374-3300
 Each such notice, request or other communication shall be effective (i) if given by telex or
facsimile transmission, when such telex or facsimile is transmitted to the telex number or
facsimile number specified in this Section and the appropriate answerback or facsimile confirmation
is received, (ii) if given by certified registered mail, return receipt requested, with first class
postage prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery, (iii) if given
by a nationally recognized overnight carrier, 24 hours after such communication is deposited with
such carrier with postage prepaid for next day delivery, or (iv) if given by any other means, when
delivered at the address specified in this Section. 17. Any acknowledgment or new promise, whether by payment of principal or interest or
otherwise by Borrower or Guarantor, with respect to the Guaranteed Obligations shall, if the
statute of limitations in favor of Guarantor against the Administrative Agent shall have commenced
to run, toll the running of such statute of limitations, and if the period of such statute of
limitations shall have expired, prevent the operation of such statute of limitations. 18. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall
inure to the benefit of the Administrative Agent and the Banks and their successors and permitted
assigns. 19. The failure of the Administrative Agent to enforce any right or remedy hereunder, or
promptly to enforce any such right or remedy, shall not constitute a waiver thereof, nor give rise
to any estoppel against the Administrative Agent, nor excuse Guarantor from its obligations
hereunder. Any waiver of any such right or remedy to be enforceable against the Administrative
Agent must be expressly set forth in a writing signed by the Administrative Agent. 20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) Any legal action or proceeding with respect to this Guaranty and any action for
enforcement of any judgment in respect thereof may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York, and, by execution
and delivery of this Guaranty, the Guarantor hereby accepts for itself and in 8




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respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and appellate courts from any thereof. The Guarantor irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to the Guarantor at its
address for notices set forth herein. The Guarantor hereby irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Guaranty brought in the courts referred to above and
hereby further irrevocably waives and agrees not to plead or claim in any such court that any such
action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Administrative Agent to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any
other jurisdiction. (c) GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF
ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. IT IS HEREBY
ACKNOWLEDGED BY GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT TO
ACCEPT THIS GUARANTY AND THAT THE LOANS MADE BY THE BANKS ARE MADE IN RELIANCE UPON SUCH WAIVER.
GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE,
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILED
BY THE ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A NON-JURY TRIAL. (d) Guarantor does hereby further covenant and agree to and with the Administrative Agent that
Guarantor may be joined in any action against
Borrower in connection with the Loan Documents and that recovery may be had against Guarantor
in such action or in any independent action against Guarantor (with respect to the Guaranteed
Obligations), without the Administrative Agent first pursuing or exhausting any remedy or claim
against Borrower or its successors or assigns. Guarantor also agrees that, in an action brought
with respect to the Guaranteed Obligations in any jurisdiction, it shall be conclusively bound by
the judgment in any such action by the Administrative Agent (wherever brought) against Borrower or
its successors or assigns, as if Guarantor were a party to such action, even though Guarantor was
not joined as a party in such action. (e) Guarantor agrees to pay all reasonable expenses (including, without limitation, attorneys
fees and disbursements) which may be incurred by the Administrative Agent or the Banks in
connection with the enforcement of their rights under this Guaranty, whether or not suit is
initiated. 21. Notwithstanding anything to the contrary contained herein, this Guaranty shall terminate
and be of no further force or effect upon the full performance and payment of the  9




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Guaranteed Obligations hereunder and the termination of the Commitments under the Credit
Agreement. Upon termination of this Guaranty in accordance with the terms of this Guaranty, the
Administrative Agent promptly shall deliver to Guarantor such documents as Guarantor or Guarantors
counsel reasonably may request in order to evidence such termination. 22. All of the Administrative Agents rights and remedies under each of the Loan Documents or
under this Guaranty are intended to be distinct, separate and cumulative and no such right or
remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any other right
or remedy available to the Administrative Agent. 23. The Guarantor shall not use any assets of an employee benefit plan within the meaning of
Section 3(3) of ERISA or a plan within the meaning of Section 4975(e)(1) of the Internal Revenue
Code (the Code) to repay or secure the Loan, the Note, the Obligations or this Guaranty. The
Guarantor shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of
any of its rights or interests (direct or indirect) in Borrower, or attempt to do any of the
foregoing or suffer any of the foregoing, or permit any party with a direct or indirect interest or
right in Borrower to do any of the foregoing, if such action would cause the Note, the Loan, the
Obligations, this Guaranty, or any of the Loan Documents or the exercise of any of the
Administrative Agents or Banks rights in connection therewith, to constitute a prohibited
transaction under ERISA or the Code (unless the Guarantor furnishes to the Administrative Agent a
legal opinion satisfactory to the Administrative Agent that the transaction is exempt from the
prohibited transaction provisions of ERISA and the Code
(and for this purpose, the Administrative Agent and the Banks, by accepting the benefits of
this Guaranty, hereby agree to supply Guarantor all relevant non-confidential, factual information
reasonably necessary to such legal opinion and reasonably requested by Guarantor) or would
otherwise result in the Administrative Agent or any of the Arrangers or Banks being deemed in
violation of Sections 404 or 406 of ERISA or Section 4975 of the Code or would otherwise result in
the Administrative Agent or the Banks being a fiduciary or party in interest under ERISA or a
disqualified person as defined in Section 4975(e)(2) of the Code with respect to an employee
benefit plan within the meaning of Section 3(3) of ERISA or a plan within the meaning of Section
4975(e)(1) of the Code. The Guarantor shall indemnify and hold each of the Administrative Agent and
the Banks free and harmless from and against all loss, costs (including attorneys fees and
expenses), expenses, taxes and damages (including consequential damages) that each of the
Administrative Agent and the Banks may suffer by reason of the investigation, defense and
settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary in
Administrative Agents reasonable judgment as a result of Guarantors action or inaction or by
reason of a breach of the foregoing provisions by Guarantor. 24. This Guaranty shall become effective simultaneously with the making of the initial Loans
under the Credit Agreement. [SIGNATURE PAGE FOLLOWS] 10




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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty as of the
date and year first above written. GUARANTOR:EQUITY OFFICE PROPERTIES TRUSTBy:
    
    /s/ Maureen FearName: Maureen FearTitle:   Senior Vice President and
            Treasurer
 ACCEPTED:WACHOVIA BANK, NATIONAL ASSOCIATION,as Administrative AgentBy:
    
    /s/ Rex E. RudyName: Rex E. RudyTitle: Managing Director
 S-1




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ACKNOWLEDGMENT FOR GUARANTOR STATE OF ILLINOIS)
                   
                     ) SS.
     COUNTY OF COOK ) On February ___, 2005, before me personally came Maureen Fear, to me known to be the person
who executed the foregoing instrument, and who, being duly sworn by me, did depose and say that she
is Senior Vice President and Treasurer of Equity Office Properties Trust, and that she executed the
foregoing instrument in the organizations name, and that she had authority to sign the same, and
she acknowledged to me that she executed the same as the act and deed of said organization for the
uses and purposes therein mentioned. [Seal]Notary Public
 S-2