Exhibit
10.2


 


EXECUTION
COPY




 





 


REVOLVING CREDIT AGREEMENT


 


dated as of July 2, 2003


 


among


 


VORNADO REALTY L.P.,

as Borrower,


 


VORNADO REALTY TRUST,

as General Partner,


 


 


THE BANKS SIGNATORY HERETO,

each as a Bank,


 


 


JPMORGAN CHASE BANK,

as Administrative Agent,


 


 


BANK OF AMERICA, N.A.

and

CITICORP NORTH AMERICA, INC.

as Syndication Agents,


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS

and

FLEET NATIONAL BANK

as Documentation Agents


 


 


J.P. MORGAN SECURITIES INC.

and

BANK OF AMERICA SECURITIES, L.L.C. 

Lead Arrangers and Bookrunners




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I DEFINITIONS; ETC.

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.01.

  	
  Definitions

  
	
   

  	
  SECTION 1.02.

  	
  Accounting Terms

  
	
   

  	
  SECTION 1.03.

  	
  Computation of Time Periods

  
	
   

  	
  SECTION 1.04.

  	
  Rules of Construction

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II THE LOANS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.01.

  	
  Ratable Loans; Bid Rate Loans; Purpose

  
	
   

  	
  SECTION 2.02.

  	
  Bid
  Rate Loans

  
	
   

  	
  SECTION 2.03.

  	
  Swingline Loan Subfacility

  
	
   

  	
  SECTION 2.04.

  	
  Advances. Generally

  
	
   

  	
  SECTION 2.05.

  	
  Procedures for Advances

  
	
   

  	
  SECTION 2.06.

  	
  Interest Periods; Renewals

  
	
   

  	
  SECTION 2.07.

  	
  Interest

  
	
   

  	
  SECTION 2.08.

  	
  Fees

  
	
   

  	
  SECTION 2.09.

  	
  Notes

  
	
   

  	
  SECTION 2.10.

  	
  Prepayments

  
	
   

  	
  SECTION 2.11.

  	
  Method of Payment

  
	
   

  	
  SECTION 2.12.

  	
  Elections, Conversions or Continuation of
  Loans

  
	
   

  	
  SECTION 2.13.

  	
  Minimum Amounts

  
	
   

  	
  SECTION 2.14.

  	
  Certain Notices Regarding Elections,
  Conversions and Continuations of Loans

  
	
   

  	
  SECTION 2.15.

  	
  Late Payment Premium

  
	
   

  	
  SECTION 2.16.

  	
  Changes
  of  Loan Commitments

  
	
   

  	
  SECTION 2.17.

  	
  Letters of Credit

  
	
   

  	
  SECTION 2.18.

  	
  Extension Option

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III YIELD PROTECTION; ILLEGALITY; ETC.

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.01.

  	
  Additional
  Costs

  
	
   

  	
  SECTION 3.02.

  	
  Limitation on Types of Loans

  
	
   

  	
  SECTION 3.03.

  	
  Illegality

  
	
   

  	
  SECTION 3.04.

  	
  Treatment of Affected Loans

  
	
   

  	
  SECTION 3.05.

  	
  Certain Compensation

  
	
   

  	
  SECTION 3.06.

  	
  Capital Adequacy

  
	
   

  	
  SECTION 3.07.

  	
  Substitution of Banks

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV CONDITIONS PRECEDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.01.

  	
  Conditions Precedent to the Loans

  
				



 


i

















 


	
   

  	
  SECTION 4.02.

  	
  Conditions Precedent to Advances After the
  Initial Advance

  
	
   

  	
  SECTION 4.03.

  	
  Deemed Representations

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.01.

  	
  Existence

  
	
   

  	
  SECTION 5.02.

  	
  Corporate/Partnership Powers

  
	
   

  	
  SECTION 5.03.

  	
  Power of Officers

  
	
   

  	
  SECTION 5.04.

  	
  Power and Authority; No Conflicts;
  Compliance With Laws

  
	
   

  	
  SECTION 5.05.

  	
  Legally Enforceable Agreements

  
	
   

  	
  SECTION 5.06.

  	
  Litigation

  
	
   

  	
  SECTION 5.07.

  	
  Good Title to Properties

  
	
   

  	
  SECTION 5.08.

  	
  Taxes

  
	
   

  	
  SECTION 5.09.

  	
  ERISA

  
	
   

  	
  SECTION 5.10.

  	
  No Default on Outstanding Judgments or
  Orders

  
	
   

  	
  SECTION 5.11.

  	
  No Defaults on Other Agreements

  
	
   

  	
  SECTION 5.12.

  	
  Government Regulation

  
	
   

  	
  SECTION 5.13.

  	
  Environmental Protection

  
	
   

  	
  SECTION 5.14.

  	
  Solvency

  
	
   

  	
  SECTION 5.15.

  	
  Financial Statements

  
	
   

  	
  SECTION 5.16.

  	
  Valid Existence of Affiliates

  
	
   

  	
  SECTION 5.17.

  	
  Insurance

  
	
   

  	
  SECTION 5.18.

  	
  Accuracy of Information; Full Disclosure

  
	
   

  	
  SECTION 5.19.

  	
  Use of Proceeds

  
	
   

  	
  SECTION 5.20.

  	
  Governmental Approvals

  
	
   

  	
  SECTION 5.21.

  	
  Principal Offices

  
	
   

  	
  SECTION 5.22.

  	
  REIT
  Status

  
	
   

  	
  SECTION 5.23.

  	
  Labor Matters

  
	
   

  	
  SECTION 5.24.

  	
  Organizational Documents

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI AFFIRMATIVE COVENANTS

  
	
   

  
	
   

  	
  SECTION 6.01.

  	
  Maintenance of Existence

  
	
   

  	
  SECTION 6.02.

  	
  Maintenance of Records

  
	
   

  	
  SECTION 6.03.

  	
  Maintenance of Insurance

  
	
   

  	
  SECTION 6.04.

  	
  Compliance with Laws; Payment of Taxes

  
	
   

  	
  SECTION 6.05.

  	
  Right of Inspection

  
	
   

  	
  SECTION 6.06.

  	
  Compliance With Environmental Laws

  
	
   

  	
  SECTION 6.07.

  	
  Payment of Costs

  
	
   

  	
  SECTION 6.08.

  	
  Maintenance of Properties

  
	
   

  	
  SECTION 6.09.

  	
  Reporting and Miscellaneous Document Requirements

  
	
   

  	
  SECTION 6.10.

  	
  Management

  
	
   

  	
  SECTION 6.11.

  	
  General Partner Status

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII NEGATIVE COVENANTS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.01.

  	
  Mergers
  Etc.

  



 


ii

















 


	
   

  	
  SECTION 7.02.

  	
  Investments

  
	
   

  	
  SECTION 7.03.

  	
  Amendments to Organizational Documents

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII FINANCIAL COVENANTS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.01.

  	
  Equity
  Value

  
	
   

  	
  SECTION 8.02.

  	
  Relationship of Total Outstanding
  Indebtedness to Capitalization Value

  
	
   

  	
  SECTION 8.03.

  	
  Relationship of Combined EBITDA to Interest
  Expense

  
	
   

  	
  SECTION 8.04.

  	
  Relationship of Combined EBITDA to Fixed
  Charges

  
	
   

  	
  SECTION 8.05.

  	
  Relationship of Unencumbered Combined
  EBITDA to Unsecured Interest Expense

  
	
   

  	
  SECTION 8.06.

  	
  Relationship of Unsecured Indebtedness to
  Capitalization Value of Unencumbered Assets

  
	
   

  	
  SECTION 8.07.

  	
  Relationship of Secured Indebtedness to
  Capitalization Value

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX EVENTS OF DEFAULT

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.01.

  	
  Events of Default

  
	
   

  	
  SECTION 9.02.

  	
  Remedies

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.01.

  	
  Appointment, Powers and Immunities of
  Administrative Agent

  
	
   

  	
  SECTION 10.02.

  	
  Reliance by Administrative Agent

  
	
   

  	
  SECTION 10.03.

  	
  Defaults

  
	
   

  	
  SECTION 10.04.

  	
  Rights of Agent as a Bank

  
	
   

  	
  SECTION 10.05.

  	
  Indemnification of Agents

  
	
   

  	
  SECTION 10.06.

  	
  Non-Reliance on Agents and Other Banks

  
	
   

  	
  SECTION 10.07.

  	
  Failure of Administrative Agent to Act

  
	
   

  	
  SECTION 10.08.

  	
  Resignation or Removal of Administrative
  Agent

  
	
   

  	
  SECTION 10.09.

  	
  Amendments Concerning Agency Function

  
	
   

  	
  SECTION 10.10.

  	
  Liability of Administrative Agent

  
	
   

  	
  SECTION 10.11.

  	
  Transfer of Agency Function

  
	
   

  	
  SECTION 10.12.

  	
  Non-Receipt of Funds by Administrative
  Agent

  
	
   

  	
  SECTION 10.13.

  	
  Withholding Taxes

  
	
   

  	
  SECTION 10.14.

  	
  Pro Rata Treatment

  
	
   

  	
  SECTION 10.15.

  	
  Sharing of Payments Among Banks

  
	
   

  	
  SECTION 10.16.

  	
  Possession of Documents

  
	
   

  	
  SECTION 10.17.

  	
  Syndication Agents and Documentation Agents

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI NATURE OF OBLIGATIONS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.01.

  	
  Absolute and Unconditional Obligations

  
	
   

  	
  SECTION 11.02.

  	
  Non-Recourse to VRT Principals

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XII MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.01.

  	
  Binding Effect of Request for Advance

  



 


iii

















 


	
   

  	
  SECTION 12.02.

  	
  Amendments and Waivers

  
	
   

  	
  SECTION 12.03.

  	
  Usury

  
	
   

  	
  SECTION 12.04.

  	
  Expenses; Indemnification

  
	
   

  	
  SECTION 12.05.

  	
  Assignment; Participation

  
	
   

  	
  SECTION 12.06.

  	
  Documentation Satisfactory

  
	
   

  	
  SECTION 12.07.

  	
  Notices

  
	
   

  	
  SECTION 12.08.

  	
  Setoff

  
	
   

  	
  SECTION 12.09.

  	
  Table of Contents; Headings

  
	
   

  	
  SECTION 12.10.

  	
  Severability

  
	
   

  	
  SECTION 12.11.

  	
  Counterparts

  
	
   

  	
  SECTION 12.12.

  	
  Integration

  
	
   

  	
  SECTION 12.13.

  	
  Governing Law

  
	
   

  	
  SECTION 12.14.

  	
  Waivers

  
	
   

  	
  SECTION 12.15.

  	
  Jurisdiction; Immunities

  
	
   

  	
  SECTION 12.16.

  	
  Designated Lender

  
	
   

  	
  SECTION 12.17.

  	
  No Bankruptcy Proceedings

  
	
   

  	
  SECTION 12.18.

  	
  Tax Shelter Regulations.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  -

  	
  Loan
  Commitments

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  -

  	
  Authorization Letter

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  B

  	
  -

  	
  Ratable Loan Note

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  C

  	
  -

  	
  Bid Rate Loan Note

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  D

  	
  -

  	
  Solvency Certificate

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  E

  	
  -

  	
  Assignment and Assumption Agreement

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  F

  	
  -

  	
  List of Material Affiliates

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  G-1

  	
  -

  	
  Bid Rate Quote Request

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  G-2

  	
  -

  	
  Invitation for Bid Rate Quotes

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  G-3

  	
  -

  	
  Bid
  Rate Quote

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  G-4

  	
  -

  	
  Borrower’s Acceptance of Bid Rate Quote

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  H

  	
  -

  	
  Designation Agreement

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  I

  	
  -

  	
  Labor
  Matters

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  J

  	
  -

  	
  Investments of General Partner

  
					



 


iv

















 


REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of July 2,
2003 among VORNADO REALTY L.P., a limited partnership organized and existing
under the laws of the State of Delaware (“Borrower”), VORNADO REALTY TRUST,
a real estate investment trust organized and existing under the laws of the
State of Maryland and the sole general partner of Borrower (“General Partner”),
JPMORGAN CHASE BANK, as agent for the Banks (in such capacity, together with
its successors in such capacity, “Administrative Agent”), BANK OF
AMERICA, N.A. and CITICORP NORTH AMERICA, INC., as Syndication Agents, DEUTSCHE
BANK TRUST COMPANY AMERICAS and FLEET NATIONAL BANK, as Documentation Agents,
and JPMORGAN CHASE BANK, in its individual capacity and not as Administrative
Agent, and the other lenders signatory hereto (said lenders signatory hereto
and the lenders who from time to time become Banks pursuant to
Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’
Designated Lender, each a “Bank” and collectively, the “Banks”).


 


Now, Borrower has requested a revolving line of credit in the amount of
Six Hundred Million Dollars ($600,000,000), which may be increased pursuant to
the terms of this Agreement to Eight Hundred Million Dollars ($800,000,000) and
the Administrative Agent and the Banks have agreed to Borrower’s request
pursuant to the terms and conditions of this Agreement.  General Partner is fully liable for the
obligations of Borrower under this Agreement by virtue of its status as the
sole general partner of Borrower.


 


NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants and conditions hereinafter set forth, Borrower, General
Partner, the Administrative Agent and each of the Banks agree as follows:


 


ARTICLE I


 


DEFINITIONS; ETC.


 


SECTION 1.01.                 Definitions.  As used in this Agreement the following
terms have the following meanings (except as otherwise provided, terms defined
in the singular to have a correlative meaning when used in the plural and vice
versa):


 


“Additional Costs” has the meaning specified in
Section 3.01.


 


“Administrative Agent” has the meaning specified in the
preamble.


 


“Administrative Agent’s Office” means Administrative Agent’s
office located at 270 Park Avenue, New York, NY 10017, or such other
office in the United States as Administrative Agent may designate by written
notice to Borrower and the Banks.


 


“Affiliate” means, with respect to any Person (the “first
Person”), any other Person: (1) which directly or indirectly controls, or is
controlled by, or is under common control with, the first Person; or (2) ten
percent (10%) or more of the beneficial interest in which is directly or
indirectly owned or held by the first Person or which owns 10% or more of the
beneficial interest in the first Person. 
The term “control” means the possession, directly or indirectly, of the
power, alone, to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract,
or otherwise.


 

















 


“Agent” means, individually and collectively, Administrative
Agent, each Syndication Agent and Documentation Agent.


 


“Agreement” means this Revolving Credit Agreement.


 


“Applicable Lending Office” means, for each Bank and for its
LIBOR Loan, Bid Rate Loan(s), Base Rate Loan or Swingline Loan, as applicable,
the lending office of such Bank (or of an Affiliate of such Bank) designated as
such on its signature page hereof or in the applicable Assignment and
Assumption Agreement, or such other office of such Bank (or of an Affiliate of
such Bank) as such Bank may from time to time specify to Administrative Agent
and Borrower as the office by which its LIBOR Loan, Bid Rate Loan(s), Base Rate
Loan or Swingline Loan, as applicable, is to be made and maintained.


 


“Applicable Margin” means, with respect to Base Rate Loans and
LIBOR Loans, the respective percentages per annum determined, at any time,
based on the range into which any Credit Rating then falls, in accordance with
the table set forth below.  Any change
in any Credit Rating causing it to move to a different range on the table shall
effect an immediate change in the Applicable Margin.  Borrower shall have not less than two (2) Credit Ratings at all
times.  In the event that Borrower receives
only two (2) Credit Ratings, and such Credit Ratings are not equivalent, the
Applicable Margin shall be determined (i) based on the higher of the two Credit
Ratings if the lower Credit Rating is no more than one level lower than the
higher Credit Rating, and (ii) based on the average of the Credit Ratings if
the lower Credit Rating is more than one level lower than the higher Credit
Rating.  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 the Credit Rating of S&P and
Moody’s if such Credit Ratings are equivalent and if such Credit Ratings of
S&P and Moody’s are not equivalent, shall be determined (i) based on the
higher of the Credit Rating of S&P and Moody’s if the lower of such two
Credit Ratings is no more than one level lower than the higher of such two
Credit Ratings, and (ii) based on the average of the Credit Ratings of S&P
and Moody’s if the lower of such two Credit Ratings is more than one level lower
than the higher of such two Credit Ratings.


 


	
  Borrower’s Credit Rating

  (S&P/Moody’s Ratings)

  	
   

  	
  Applicable
  Margin

  for Base Rate Loans

  (% per annum)

  	
   

  	
  Applicable
  Margin

  for LIBOR Loans

  (% per annum)

  	
   

  
	
  A-/A3 - or higher

  	
   

  	
  0.00

  	
   

  	
  0.600

  	
   

  
	
  BBB+/Baa1

  	
   

  	
  0.00

  	
   

  	
  0.650

  	
   

  
	
  BBB/Baa2

  	
   

  	
  0.00

  	
   

  	
  0.650

  	
   

  
	
  BBB-/Baa3

  	
   

  	
  0.00

  	
   

  	
  0.900

  	
   

  
	
  Below BBB-/Baa3 or unrated

  	
   

  	
  0.00

  	
   

  	
  1.250

  	
   

  



 


“Assignee” has the meaning specified in Section 12.05.


 


“Assignment and Assumption Agreement” means an Assignment and
Assumption Agreement, substantially in the form of EXHIBIT E, pursuant to which
a Bank assigns and an Assignee assumes rights and obligations in accordance
with Section 12.05.


 


2

















 


“Authorization Letter” means a letter agreement executed by
Borrower in the form of EXHIBIT A.


 


“Available Total Loan Commitment” has the meaning specified in
Section 2.01(b).


 


“Bank” and “Banks” have the respective meanings specified
in the preamble; provided, however, that the term “Bank” shall
exclude each Designated Lender when used in reference to a Ratable Loan, the
Loan Commitments or terms relating to the Ratable Loans and the Loan
Commitments.


 


“Bank Affiliate” means, (a) with respect to any Bank, (i) a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with any Bank or (ii) any entity (whether a
corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and is administered or managed
by any Bank or a Person directly or indirectly controlling or controlled by or
under direct or indirect common control with any Bank and (b) with respect to
any Bank that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Bank or by a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such investment advisor.


 


“Bank Parties” means Administrative Agent and the Banks.


 


“Banking Day” means (1) any day on which commercial banks are
not authorized or required to close in New York City and (2) whenever such day
relates to a LIBOR Loan, a Bid Rate Loan, an Interest Period with respect to a
LIBOR Loan or a Bid Rate Loan, or notice with respect to a LIBOR Loan or Bid
Rate Loan, a day on which dealings in Dollar deposits are also carried out in the
London interbank market and banks are open for business in London.


 


“Base Rate” means, for any day, the higher of (1) the Federal
Funds Rate for such day plus one-half percent (.50%), or (2) the Prime Rate for
such day.


 


“Base Rate Loan” means all or any portion (as the context
requires) of a Bank’s Ratable Loan which shall accrue interest at a rate
determined in relation to the Base Rate.


 


“Bid Borrowing Limit” means 50% of the Total Loan Commitment.


 


“Bid Rate Loan” has the meaning specified in Section 2.01(c).


 


“Bid Rate Loan Note” has the meaning specified in
Section 2.09.


 


“Bid Rate Quote” means an offer by a Bank to make a Bid Rate
Loan in accordance with Section 2.02.


 


“Bid Rate Quote Request” has the meaning specified in
Section 2.02(a).


 


3

















 


“Borrower” has the meaning specified in the preamble.


 


“Borrower’s Accountants” means Deloitte & Touche, LLP, or
such other accounting firm(s) selected by Borrower and reasonably acceptable to
the Required Banks.


 


“Capitalization Value” means, at any time, the sum of (1)
Combined EBITDA for the most recently ended calendar quarter, annualized (i.e.,
multiplied by four (4)) (except that for purposes of this definition, the
aggregate contribution to Combined EBITDA from leasing commissions and
management and development fees shall not exceed 5% of Combined EBITDA),
capitalized at a rate of 9.00% per annum, (2) Borrower’s beneficial share of
unrestricted cash and marketable securities of Borrower and its Consolidated
Businesses and UJVs, at such time, as reflected in the VRT Consolidated
Financial Statements, and (3) without duplication, the cost basis of properties
of Borrower under construction as certified by Borrower, such certificate to be
accompanied by all appropriate documentation supporting such figure.  For the purposes of this definition, for any
acquisition or Disposition of any asset or assets during such calendar quarter,
(a) in the case of an acquisition, Combined EBITDA will include actual Combined
EBITDA generated from such asset or assets, annualized based upon the number of
days in such calendar quarter that such asset or assets are owned by Borrower
and (b) in the case of a Disposition, Combined EBITDA will be reduced by actual
Combined EBITDA generated from such asset or assets.


 


“Capitalization Value of Unencumbered Assets” means, at any
time, Unencumbered Combined EBITDA for the most recently ended calendar
quarter, annualized (i.e., multiplied by four (4)) (except that for
purposes of this definition, the aggregate contribution to Unencumbered
Combined EBITDA from leasing commissions and management and development fees
shall not exceed 5% of Unencumbered Combined EBITDA), capitalized at a rate of
9.00% per annum.  For the purposes of
this definition, for any acquisition or Disposition of any asset or assets
during such calendar quarter, (a) in the case of an acquisition, Unencumbered
Combined EBITDA will include actual Unencumbered Combined EBITDA generated from
such asset or assets, annualized based upon the number of days in such calendar
quarter that such asset or assets are owned by Borrower and (b) in the case of
a Disposition, Unencumbered Combined EBITDA will be reduced by actual
Unencumbered Combined EBITDA generated from such asset or assets.


 


“Capital Lease” means any lease which has been or should be
capitalized on the books of the lessee in accordance with GAAP.


 


“Closing Date” means the date the Initial Advance is made.


 


“Code” means the Internal Revenue Code of 1986.


 


“Combined EBITDA” means, for any period of time, (1) revenues
less operating costs before Interest Expense, income taxes, depreciation and
amortization and extraordinary items (including, without limitation,
non-recurring items such as gains or losses from asset sales) for Borrower and
its beneficial interest in its Consolidated Businesses, plus (2)
Borrower’s beneficial interest in revenues less operating costs before Interest
Expense, income taxes, depreciation and amortization and extraordinary items
(including, without limitation, non-recurring


 


4

















 


items such as gains or losses from asset sales) applicable to each of
the UJVs (to the extent not included above), in accordance with GAAP, in all
cases as reflected in the VRT Consolidated Financial Statements.


 


“Consolidated Businesses” means, collectively each Affiliate of
Borrower who is included in the VRT Consolidated Financial Statements in
accordance with GAAP.


 


“Consolidated Outstanding Indebtedness” means, as of any time,
all indebtedness and liability for borrowed money, secured or unsecured, of
Borrower and all indebtedness and liability for borrowed money, secured or
unsecured, attributable to Borrower’s beneficial interest in its Consolidated
Businesses, including mortgage and other notes payable but excluding any
indebtedness which is margin indebtedness secured by cash and cash equivalent
securities, all as reflected in the VRT Consolidated Financial Statements.


 


“Contingent Liabilities” means the sum of (1) those liabilities,
as determined in accordance with GAAP, set forth and quantified as contingent
liabilities in the notes to the VRT Consolidated Financial Statements and (2)
contingent liabilities, other than those described in the foregoing clause (1),
which represent direct payment guaranties of Borrower; provided, however,
that Contingent Liabilities shall exclude contingent liabilities which
represent the Other Party’s Share of Duplicated Obligations.


 


“Continue”, “Continuation” and “Continued” refer
to the continuation pursuant to Section 2.12 of a LIBOR Loan as a LIBOR
Loan from one Interest Period to the next interest Period.


 


“Convert”, “Conversion” and “Converted” refer to a
conversion pursuant to Section 2.12 of a Base Rate Loan into a LIBOR Loan
or a LIBOR Loan into a Base Rate Loan, each of which may be accompanied by the
transfer by a Bank (at its sole discretion) of all or a portion of its Ratable
Loan from one Applicable Lending Office to another.


 


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


 


“Debt” means: (1) indebtedness or liability for borrowed money,
or for the deferred purchase price of property or services (including trade
obligations); (2) obligations as lessee under Capital Leases to the extent
characterized as debt under GAAP; (3) current liabilities in respect of
unfunded vested benefits under any Plan; (4) obligations (contingent or
otherwise) in respect of letters of credit issued for the account or upon the
application of any Person; (5) all obligations arising under bankers’ or trade
acceptance facilities; (6) all guarantees, endorsements (other than for
collection or deposit in the ordinary course of business), and other contingent
obligations to purchase any of the items included in this definition, to
provide funds for payment, to supply funds to invest in any Person, or
otherwise to assure a creditor against loss; (7) all obligations secured by any
Lien on property owned by the Person whose Debt is being measured, whether or
not the obligations have been assumed; and (8) all obligations under any
agreement providing for contingent participation or other hedging mechanisms
with respect to interest payable on any of the items described above in this
definition, provided, however, that 


 


5

















 


all debt described in this
definition shall exclude debt which represent the Other Party’s Share of
Duplicated Obligations.


 


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


 


“Default Rate” means a rate per annum equal to: (1) with respect
to Base Rate Loans, a variable rate three percent (3%) plus the rate of
interest then in effect thereon (including the Applicable Margin); and (2) with
respect to LIBOR Loans and Bid Rate Loans, a fixed rate three percent (3%) plus
the rate(s) of interest in effect thereon (including the Applicable Margin or
the LIBOR Bid Margin, as the case may be) at the time of any Default or Event
of Default until the end of the then current Interest Period therefor and,
thereafter, a variable rate three percent (3%) plus the rate of interest for a
Base Rate Loan (including the Applicable Margin).


 


“Designated Lender” means a special purpose corporation that (i)
shall have become a party to this Agreement pursuant to Section 12.16 and
(ii) is not otherwise a Bank.


 


“Designating Lender” has the meaning specified in
Section 12.16.


 


“Designation Agreement” means an agreement in substantially the
form of EXHIBIT H, entered into by a Bank and a Designated Lender and
accepted by Administrative Agent.


 


“Disposition” means a sale (whether by assignment, transfer or
Capital Lease) of an asset.


 


“Dollars” and the sign “$” mean lawful money of the United States
of America.


 


“Duplicated Obligations” means, collectively, all those payment
guaranties in respect of Debt of UJVs for which Borrower and another party are
jointly and severally liable, where the other party’s unsecured and
unsubordinated long-term indebtedness has been assigned a credit rating of BBB-
or better by S&P or Baa3 or better by Moody’s.


 


“Elect”, “Election” and “Elected” refer to
elections, if any, by Borrower pursuant to Section 2.12 to have all or a
portion of an advance of the Ratable Loans be outstanding as LIBOR Loans.


 


“Environmental Discharge” means any discharge or release of any
Hazardous Materials in violation of any applicable Environmental Law.


 


“Environmental Law” means any applicable Law relating to
pollution or the environment, including Laws relating to noise or to emissions,
discharges, releases or threatened releases of Hazardous Materials into the
work place, the community or the environment, or otherwise relating to the
generation, manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials.


 


“Environmental Notice” means any written complaint, order,
citation, letter, inquiry, notice or other written communication from any
Person (1) affecting or relating to 


 


6

















 


Borrower’s compliance with any
Environmental Law in connection with any activity or operations at any time
conducted by Borrower, (2) relating to the occurrence or presence of or
exposure to or possible or threatened or alleged occurrence or presence of or
exposure to Environmental Discharges or Hazardous Materials at any of
Borrower’s locations or facilities, including, without limitation: (a) the
existence of any contamination or possible or threatened contamination at any
such location or facility and (b) remediation of any Environmental Discharge or
Hazardous Materials at any such location or facility or any part thereof; and
(3) any violation or alleged violation of any relevant Environmental Law.


 


“Equity Value” means, at any time, Capitalization Value less the
Total Outstanding Indebtedness.


 


“ERISA” means the Employee Retirement Income Security Act of
1974, including the rules and regulations promulgated thereunder.


 


“ERISA Affiliate” means any corporation or trade or business
which is a member of the same controlled group of organizations (within the
meaning of Section 414(b) of the Code) as Borrower or General Partner or
is under common control (within the meaning of Section 414(c) of the Code)
with Borrower or General Partner or is required to be treated as a single
employer with Borrower or General Partner under Section 414(m) or 414(o)
of the Code.


 


“Event of Default” has the meaning specified in
Section 9.01.


 


“Execution Date” means the date of this Agreement.


 


“Extension Date” has the meaning specified in Section 2.18.


 


“Extension Notice” has the meaning specified in
Section 2.18.


 


“Facility Fee” means the respective percentages per annum
determined, at any time, based on the range into which any Credit Rating then
falls, in accordance with the table set forth below.  Any change in any Credit Rating causing it to move to a different
range on the table shall effect an immediate change in the Facility Fee.  Borrower shall have not less than two (2)
Credit Ratings at all times.  In the
event that Borrower receives only two (2) Credit Ratings, and such Credit
Ratings are not equivalent, the Facility Fee shall be determined (i) based on
the higher of the two Credit Ratings if the lower Credit Rating is no more than
one level lower than the higher Credit Rating, and (ii) based on the average of
the Credit Ratings if the lower Credit Rating is more than one level lower than
the higher Credit Rating.  In the event
that Borrower receives more than two (2) Credit Ratings, and such Credit
Ratings are not all equivalent, the Facility Fee shall be the Credit Rating of
S&P and Moody’s if such Credit Ratings are equivalent and if such Credit
Ratings of S&P and Moody’s are not equivalent, shall be determined (i)
based on the higher of the Credit Rating of S&P and Moody’s if the lower of
such two Credit Ratings is no more than one level lower than the higher of such
two Credit Ratings, and (ii) based on the average of the Credit Ratings of
S&P and Moody’s if the lower of such two Credit Ratings is more than one
level lower than the higher of such two Credit Ratings.


 


7

















 


	
  Borrower’s Credit Rating

  (S&P/Moody’s/Ratings)

  	
   

  	
  Facility
  Fee

  (% per annum)

  	
   

  
	
  A-/A3 or higher

  	
   

  	
  0.1250

  	
   

  
	
  BBB+/Baa1

  	
   

  	
  0.150

  	
   

  
	
  BBB/Baa2

  	
   

  	
  0.200

  	
   

  
	
  BBB-/Baa3

  	
   

  	
  0.200

  	
   

  
	
  Below BBB-/Baa3 or unrated

  	
   

  	
  0.250

  	
   

  



 


“Federal Funds Rate” means, for any day, the rate per annum
(expressed on a 360-day basis of calculation) equal to the weighted average of
the rates on overnight federal funds transactions as published by the Federal
Reserve Bank of New York for such day provided that (1) if such day is not a
Banking Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the immediately preceding Banking Day as so published on the
next succeeding Banking Day, and (2) if no such rate is so published on such
next succeeding Banking Day, the Federal Funds Rate for such day shall be the
average of the rates quoted by three Federal Funds brokers to Administrative
Agent on such day on such transactions.


 


“Fiscal Year” means each period from January 1 to
December 31.


 


“Fitch” means Fitch, Inc.


 


“Fixed Charges” means, for any period of time, (1) Interest
Expense plus (2) Preferred Dividend Expense and regularly scheduled principal
amortization of Borrower and that attributable to Borrower’s beneficial
interest in its Consolidated Businesses and UJV’s.


 


“Fronting Bank” means JPMorgan Chase Bank, Bank of America, N.A.
or another Bank designated by Borrower from among those Banks identified by
Administrative Agent as being acceptable for issuing a Letter of Credit
pursuant to Section 2.17.


 


“GAAP” means generally accepted accounting principles in the
United States of America as in effect from time to time, applied on a basis
consistent with those used in the preparation of the financial statements
referred to in Section 5.15 (except for changes concurred in by Borrower’s
Accountants).


 


“General Partner” means Vornado Realty Trust, a Maryland real
estate investment trust.


 


“Good Faith Contest” means the contest of an item if: (1) the
item is diligently contested in good faith, and, if appropriate, by proceedings
timely instituted; (2) adequate reserves are established with respect to the
contested item; (3) during the period of such contest, the enforcement of any
contested item is effectively stayed; and (4) the failure to pay or comply with
the contested item during the period of the contest is not likely to result in
a Material Adverse Change.


 


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


 


8

















 


“Guaranty” means the guaranty(ies) of all or part of Borrower’s
obligations to be executed by General Partner.


 


“Hazardous Materials” means any pollutant, effluents, emissions,
contaminants, toxic or hazardous wastes or substances, as any of those terms
are defined from time to time in or for the purposes of any relevant
Environmental Law, including asbestos fibers and friable asbestos,
polychlorinated biphenyls, and any petroleum or hydrocarbon-based products or
derivatives.


 


“Initial Advance” means the first advance of proceeds of the
Loans.


 


“Interest Expense” means, for any period of time, the
consolidated interest expense, whether paid, accrued or capitalized (without
deduction of consolidated interest income) of Borrower and that attributable to
Borrower’s beneficial interest in its Consolidated Businesses, including,
without limitation or duplication (or, to the extent not so included, with the
addition of), (1) the portion of any rental obligation in respect of any
Capital Lease obligation allocable to interest expense in accordance with GAAP;
(2) the amortization of Debt discounts; (3) any payments or fees (other than
up-front fees) with respect to interest rate swap or similar agreements; and
(4) the interest expense and items listed in clauses (1) through (3) above
applicable to each of the UJVs (to the extent not included above) multiplied by
Borrower’s respective beneficial interests in the UJVs, in all cases as
reflected in the applicable VRT Consolidated Financial Statements.


 


“Interest Period” means, (1) with respect to any LIBOR Loan, the
period commencing on the date the same is advanced, converted from a Base Rate
Loan or Continued, as the case may be, and ending, as Borrower may select
pursuant to Section 2.06, on the numerically corresponding day in the
first, second, third or, if available from all of the Banks, sixth calendar
month thereafter (or at Administrative Agent’s reasonable discretion a period
of shorter duration), provided that each such Interest Period which commences on
the last Banking Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Banking Day of the appropriate calendar month; and (2)
with respect to any Bid Rate Loan, the period commencing on the date the same
is advanced and ending, as Borrower may select pursuant to Section 2.02,
on the numerically corresponding day in the first, second or third calendar
month thereafter (or at Administrative Agent’s reasonable discretion a period
of shorter duration) provided that each such Interest Period which commences on
the last Banking Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Banking Day of the appropriate calendar month.


 


“Invitation for Bid Rate Quotes” has the meaning specified in
Section 2.02(b).


 


“Law” means any federal, state or local statute, law, rule,
regulation, ordinance, order, code, or rule of common law, now or hereafter in
effect, and in each case as amended, and any judicial or administrative
interpretation thereof by a Governmental Authority or otherwise, including any
judicial or administrative order, consent decree or judgment.


 


9

















 


“Lead Arrangers” means J.P. Morgan Securities Inc. and Bank of
America Securities, L.L.C.


 


“Letter of Credit” has the meaning specified in
Section 2.17(a).


 


“LIBOR Base Rate” means, with respect to any Interest Period
therefor, the rate per annum quoted at approximately 11:00 a.m., London time,
by the Bank serving as Administrative Agent two (2) Banking Days prior to the
first day of such Interest Period for the offering to leading banks in the
London interbank market of Dollar deposits in immediately available funds, for
a period, and in an amount, comparable to such Interest Period and principal
amount of the LIBOR Loan or Bid Rate Loan, as the case may be, in question
outstanding during such Interest Period.


 


“LIBOR Bid Margin” has the meaning specified in
Section 2.02(c)(2).


 


“LIBOR Bid Rate” means a rate per annum equal to the sum of (1)
the LIBOR Interest Rate for the Bid Rate Loan and Interest Period in question
and (2) the LIBOR Bid Margin.


 


“LIBOR Interest Rate” means, for any LIBOR Loan or Bid Rate
Loan, a rate per annum determined by Administrative Agent to be equal to the
quotient of (1) the LIBOR Base Rate for such LIBOR Loan or Bid Rate Loan, as
the case may be, for the Interest Period therefor divided by (2) one minus the
LIBOR Reserve Requirement for such LIBOR Loan or Bid Rate Loan, as the case may
be, for such Interest Period.


 


“LIBOR Loan” means all or any portion (as the context requires)
of any Bank’s Ratable Loan which shall accrue interest at rate(s) determined in
relation to LIBOR Interest Rate(s).


 


“LIBOR Reserve Requirement” means, for any LIBOR Loan or Bid
Rate Loan, the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during the
Interest Period for such LIBOR Loan or Bid Rate Loan under Regulation D by
member banks of the Federal Reserve System in New York City with deposits
exceeding One Billion Dollars ($1,000,000,000) against “Eurocurrency
liabilities” (as such term is used in Regulation D).  Without limiting the effect of the foregoing, the LIBOR Reserve
Requirement shall also reflect any other reserves required to be maintained by
such member banks by reason of any Regulatory Change against (1) any category
of liabilities which includes deposits by reference to which the LIBOR Base
Rate is to be determined as provided in the definition of “LIBOR Base Rate” in
this Section 1.01 or (2) any category of extensions of credit or other
assets which include loans the interest rate on which is determined on the
basis of rates referred to in said definition of “LIBOR Base Rate”.


 


“Lien” means any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment for collateral purposes, deposit
arrangement, lien (statutory or other), or other security agreement or charge
of any kind or nature whatsoever of any third party (excluding any right of
setoff but including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of 


 


10

















 


the foregoing, and the filing
of any financing statement under the Uniform Commercial Code or comparable law
of any jurisdiction to evidence any of the foregoing).


 


“Loan” means, with respect to each Bank, its Ratable Loan, Bid
Rate Loan(s) and Swingline Loan(s), collectively.


 


“Loan Commitment” means, with respect to each Bank, the
obligation to make a Ratable Loan in the principal amount set forth on Schedule 1
attached hereto and incorporated herein, as such amount may be reduced or
increased from time to time in accordance with the provisions of
Section 2.16 (upon the execution of an Assignment and Assumption
Agreement, the definition of Loan Commitment shall be deemed revised to reflect
the assignment being effected pursuant to such Assignment and Assumption
Agreement).


 


“Loan Documents” means this Agreement, the Notes, the Guaranty,
the Authorization Letter and the Solvency Certificate.


 


“Mandatory Borrowing” has the meaning specified in
Section 2.03.


 


“Material Adverse Change” means either (1) a material adverse
change in the status of the business, results of operations, financial or
non-financial condition, property or prospects of Borrower or General Partner
or (2) any event or occurrence of whatever nature which is likely to have a
material adverse effect on the ability of Borrower or General Partner to
perform their obligations under the Loan Documents.


 


“Material Affiliates” means the Affiliates of Borrower listed on
EXHIBIT F.


 


“Maturity Date” means July 2, 2006, subject to extension
pursuant to Section 2.18.


 


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


 


“Multiemployer Plan” means a Plan defined as such in
Section 3(37) of ERISA to which contributions have been or are required to
be made by Borrower or General Partner or any ERISA Affiliate and which is
covered by Title IV of ERISA.


 


“Note” and “Notes” have the respective meanings specified
in Section 2.09.


 


“Obligations” means each and every obligation, covenant and
agreement of Borrower, now or hereafter existing, contained in this Agreement,
and any of the other Loan Documents, whether for principal, reimbursement
obligations, interest, fees, expenses, indemnities or otherwise, and any
amendments or supplements thereto, extensions or renewals thereof or
replacements therefor, including but not limited to all indebtedness,
obligations and liabilities of Borrower to Administrative Agent and any Bank
now existing or hereafter incurred under or arising out of or in connection
with the Notes, this Agreement, the other Loan Documents, and any documents or
instruments executed in connection therewith; in each case whether direct or
indirect, joint or several, absolute or contingent, liquidated or unliquidated,
now or hereafter existing, renewed or restructured, whether or not from time to
time decreased or 


 


11

















 


extinguished and later
increased, created or incurred, and including all indebtedness of Borrower
under any instrument now or hereafter evidencing or securing any of the
foregoing.


 


“Other Party’s Share” means such other party’s fractional share
of the obligation of the UJV in question.


 


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


 


“Participant” has the meaning specified in Section 12.05.


 


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


 


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


 


“Plan” means any employee benefit or other plan established or
maintained, or to which contributions have been or are required to be made, by
Borrower or General Partner or any ERISA Affiliate and which is covered by
Title IV of ERISA or to which Section 412 of the Code applies.


 


“Preferred Dividend Expense” means preferred dividends and
preferred distributions paid, without duplication, to holders of units or other
interests in Borrower or General Partner.


 


“presence”, when used in connection with any Environmental
Discharge or Hazardous Materials, means and includes presence, generation,
manufacture, installation, treatment, use, storage, handling, repair,
encapsulation, disposal, transportation, spill, discharge and release.


 


“Prime Rate” means that rate of interest from time to time
announced by the Bank serving as Administrative Agent in the United States as
its prime commercial lending rate.  Any
change in the Prime Rate shall be effective as of the date such change is
announced by the Bank serving as Administrative Agent.


 


“Prior Credit Agreement” means that certain Revolving Credit
Agreement, dated as of March 21, 2000, among Borrower, General Partner,
UBS AG, Stamford Branch, the other banks signatory thereto, UBS AG, Stamford
Branch, Citicorp Real Estate, Inc., The Chase Manhattan Bank and Bank of
America, N.A.


 


“Pro Rata Share” means, for purposes of this Agreement and with
respect to each Bank, a fraction, the numerator of which is the amount of such
Bank’s Loan Commitment and the denominator of which is the Total Loan
Commitment.


 


“Prohibited Transaction” means any transaction set forth in
Section 406 of ERISA or Section 4975 of the Code.


 


12

















 


“Qualified Institution” means any of (a) a commercial bank
organized under the laws of the United States or any State thereof or the
District of Columbia and having total assets in excess of $1,000,000,000
calculated in accordance with GAAP, (b) a savings and loan association or
savings bank organized under the laws of the United States or any State thereof
or the District of Columbia and having total assets in excess of $1,000,000,000
calculated in accordance with GAAP, (c) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the “OECD”) or a political subdivision of
any such country, and having total assets in excess of $1,000,000,000,
calculated in accordance with GAAP, provided that such bank is acting at all
times with respect to the Loan through a branch or agency located in the United
States of America and (d) an entity reasonably acceptable to Administrative
Agent and, so long as no Event of Default exists, Borrower, which is regularly
engaged in making, purchasing or investing in loans and having total assets in
excess of $500,000,000, calculated in accordance with GAAP, provided that if
such entity is a Bank Affiliate, no such consent of Administrative Agent or
Borrower shall be required.


 


“Ratable Loan” has the meaning specified in
Section 2.01(b).


 


“Ratable Loan Note” has the meaning specified in
Section 2.09.


 


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


 


“Regulation D” means Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be amended or supplemented from
time to time, or any similar Law from time to time in effect.


 


“Regulation U” means Regulation U of the Board of Governors of
the Federal Reserve System, as the same may be amended or supplemented from
time to time, or any similar Law from time to time in effect.


 


“Regulatory Change” means, with respect to any Bank, any change
after the date of this Agreement in United States federal, state, municipal or
foreign laws or regulations (including Regulation D) or the adoption or making
after such date of any interpretations, directives or requests applying to a
class of banks including such Bank of or under any United States, federal,
state, municipal or foreign laws or regulations (whether or not having the
force of law) by any court or governmental or monetary authority charged with
the interpretation or administration thereof.


 


“REIT” means a “real estate investment trust,” as such term is
defined in Section 856 of the Code.


 


“Reportable Event” means any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the thirty
(30) day notice period is waived by the PBGC.


 


“Required Banks” means at any time the Banks having Pro Rata
Shares aggregating at least 66 2/3% (excluding, however, any Bank that is in
default of its obligations under this Agreement); provided, however,
that during the existence of an Event of Default, the 


 


13

















 


“Required Banks” shall be the
Banks holding at least 66 2/3% of the then aggregate unpaid principal amount of
the Loans (excluding, however, any Bank that is in default of its obligations
under this Agreement); and provided, further that in the case of
Swingline Loans, the amount of each Bank’s funded participation interest in
such Swingline Loans shall be considered for purposes hereof as if it were a
direct Loan and not a participation interest, and the aggregate amount of
Swingline Loans owing to Swingline Lender shall be considered for purposes
hereof as reduced by the amount of such funded participation interests.


 


“SEC Reports” means the reports required to be delivered to the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.


 


“Secured Indebtedness” means that portion of Total Outstanding
Indebtedness that is secured.


 


“Solvency Certificate” means a certificate in substantially the
form of EXHIBIT D, to be delivered by Borrower pursuant to the terms of
this Agreement.


 


“Solvent” means, when used with respect to any Person, that (1)
the fair value of the property of such Person, on a going concern basis, is
greater than the total amount of liabilities (including, without limitation,
contingent liabilities) of such Person; (2) the present fair saleable value of
the assets of such Person, on a going concern basis, is not less than the amount
that will be required to pay the probable liabilities of such Person on its
debts as they become absolute and matured; (3) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay as such debts and liabilities mature; (4) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged; and (5) such Person
has sufficient resources, provided that such resources are prudently utilized,
to satisfy all of such Person’s obligations. 
Contingent liabilities will be computed at the amount that, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.


 


“S&P” means Standard & Poor’s Ratings Services, a division
of McGraw-Hill Companies.


 


“Swingline Commitment” has the meaning specified in
Section 2.03(a).


 


“Swingline Lender” means JPMorgan Chase Bank, in its capacity as
Swingline Lender hereunder, and its permitted successors in such capacity in
accordance with the terms of this Agreement.


 


“Swingline Loan” means a loan made by Swingline Lender pursuant
to Section 2.03.


 


“Total Loan Commitment” means an amount equal to the aggregate
amount of all Loan Commitments.


 


14

















 


“Total Outstanding Indebtedness” means the sum, without
duplication, of (1) Consolidated Outstanding Indebtedness, (2) VRT’s Share of
UJV Outstanding Indebtedness and (3) Contingent Liabilities.


 


“UJV Outstanding Indebtedness” means, as of any time, all
indebtedness and liability for borrowed money, secured or unsecured, of the
UJV’s, including mortgage and other notes payable but excluding any
indebtedness which is margin indebtedness secured by cash and cash equivalent
securities, all as reflected in the balance sheets of each of the UJVs,
prepared in accordance with GAAP.


 


“UJVs” means the unconsolidated joint ventures in which Borrower
owns a beneficial interest and which are accounted for under the equity method
in the VRT Consolidated Financial Statements. 
Alexander’s, Inc. shall not be deemed to be a UJV.


 


“Unencumbered Assets” means, collectively, assets, reflected on
the VRT Consolidated Financial Statements, wholly owned, directly or
indirectly, by Borrower and not subject to any Lien to secure all or any
portion of Secured Indebtedness and assets of UJVs which are not subject to any
Lien to secure all or any portion of Secured Indebtedness.


 


“Unencumbered Combined EBITDA” means that portion of Combined
EBITDA attributable to Unencumbered Assets.


 


“Unfunded Current Liability” of any Plan means the amount, if
any, by which the actuarial present value of accumulated plan benefits as of
the close of its most recent plan year, based upon the actuarial assumptions
used by such Plan’s actuary in the most recent annual valuation of such Plan,
exceeds the fair market value of the assets allocable thereto, determined in
accordance with Section 412 of the Code.


 


“Unsecured Indebtedness” means that portion of Total Outstanding
Indebtedness that is unsecured plus that portion of Secured Indebtedness that
is either (i) recourse to an Affiliate or Subsidiary of Borrower or General
Partner and not secured by all or substantially all of the property and assets
of such Subsidiary or Affiliate, (ii) recourse to Borrower, or (iii) recourse
to General Partner.


 


“Unsecured Interest Expense” means that portion of Interest
Expense attributable to Unsecured Indebtedness.


 


“VRT Consolidated Financial Statements” means, collectively, the
consolidated balance sheet and related consolidated statements of operations,
accumulated deficiency in assets and cash flows, and footnotes thereto, of each
of General Partner and Borrower, in each case prepared in accordance with GAAP.


 


“VRT Principals” means the trustees, officers and directors of
Borrower (other than General Partner) or General Partner at any applicable
time.


 


“VRT’s Share of UJV Outstanding Indebtedness” means the sum of
the indebtedness of each of the UJVs contributing to UJV Outstanding
Indebtedness multiplied by Borrower’s respective beneficial fractional
interests in each such UJV.


 


15

















 


SECTION 1.02.                 Accounting
Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with GAAP, and,
except as otherwise provided herein, all financial data required to be
delivered hereunder shall be prepared in accordance with GAAP.


 


SECTION 1.03.                 Computation
of Time Periods.  Except as
otherwise provided herein, in this Agreement, in the computation of periods of
time from a specified date to a later specified date, the word “from” means
“from and including” and words “to” and “until” each means “to but excluding”.


 


SECTION 1.04.                 Rules
of Construction.  When used in
this Agreement: (1) “or” is not exclusive; (2) a reference to a Law includes
any amendment or modification to such Law; (3) a reference to a Person includes
its permitted successors and permitted assigns; (4) except as provided
otherwise, all references to the singular shall include the plural and vice
versa; (5) except as provided in this Agreement, a reference to an
agreement, instrument or document shall include such agreement, instrument or
document as the same may be amended, modified or supplemented from time to time
in accordance with its terms and as permitted by the Loan Documents; (6) all
references to Articles or Sections shall be to Articles and Sections of this
Agreement unless otherwise indicated; and (7) all Exhibits to this Agreement
shall be incorporated into this Agreement.


 


ARTICLE II


 


THE LOANS


 


SECTION 2.01.                 Ratable Loans; Bid Rate Loans; Purpose.  (a) 
Subject to the terms and conditions of this Agreement, the Banks agree
to make loans to Borrower as provided in this Article II.


 


(b)                                 Each
of the Banks severally agrees to make a loan to Borrower (each such loan by a
Bank, a “Ratable Loan”) in an amount up to its Loan Commitment pursuant
to which such Bank shall from time to time advance and re-advance to Borrower
an amount equal to its Pro Rata Share of the excess (the “Available Total
Loan Commitment”) of the Total Loan Commitment minus the sum of (1) all
previous advances (including Bid Rate Loans and Swingline Loans) made by the
Banks which remain unpaid and (2) the outstanding amount of all Letters of
Credit, plus, without duplication of any amount included in clause (1) above,
such Bank’s Pro Rata Share of Swingline Loans outstanding.  Within the limits set forth herein, Borrower
may borrow from time to time under this paragraph (b) and prepay from time to
time pursuant to Section 2.10 (subject, however, to the restrictions on
prepayment set forth in said Section), and thereafter re-borrow pursuant to
this paragraph (b).  The Ratable Loans
may be outstanding as: (1) Base Rate Loans; (2) LIBOR Loans; or (3) a
combination of the foregoing, as Borrower shall elect and notify Administrative
Agent in accordance with Section 2.14. 
The LIBOR Loan, Bid Rate Loan, Base Rate Loan and Swingline Loan of each
Bank shall be maintained at such Bank’s Applicable Lending Office.


 


16

















 


(c)                                  In
addition to Ratable Loans pursuant to paragraph (b) above, so long as
Borrower’s Credit Rating is BBB- or better by S&P (if rated by S&P) and
Baa3 or better by Moody’s (if rated by Moody’s), one or more Banks may, at
Borrower’s request and in their sole discretion, make non-ratable loans which
shall bear interest at the LIBOR Bid Rate in accordance with Section 2.02
(such loans being referred to in this Agreement as “Bid Rate Loans”).  Borrower may borrow Bid Rate Loans from time
to time pursuant to this paragraph (c) in an amount up to fifty percent (50%)
of the Total Loan Commitment at the time of the borrowing (taking into account
any repayments of the Loans made simultaneously therewith) and shall repay such
Bid Rate Loans as required by Section 2.09, and it may thereafter
re-borrow pursuant to this paragraph (c) or paragraph (b) above; provided,
however, that the aggregate outstanding principal amount of Bid Rate
Loans at any particular time shall not exceed the Bid Borrowing Limit.


 


(d)                                 The
obligations of the Banks under this Agreement are several, and no Bank shall be
responsible for the failure of any other Bank to make any advance of a Loan to
be made by such other Bank.  However,
the failure of any Bank to make any advance of the Loan to be made by it
hereunder on the date specified therefor shall not relieve any other Bank of
its obligation to make any advance of its Loan specified hereby to be made on
such date.


 


(e)                                  Borrower
shall use the proceeds of the Loans for general capital and working capital
purposes of Borrower and its Consolidated Businesses and UJVs, including costs
incurred in connection with real estate acquisitions and/or developments.  In no event shall proceeds of the Loans be
used for any illegal purpose or for the purpose, whether immediate, incidental
or ultimate, of buying or carrying “margin stock” within the meaning of
Regulation U, or in connection with any hostile acquisition.


 


SECTION 2.02.                 Bid Rate Loans. 
(a)  When Borrower has the
Borrower’s Credit Rating required by Section 2.01(c) and wishes to request
offers from the Banks to make Bid Rate Loans, it shall transmit to
Administrative Agent by facsimile a request (a “Bid Rate Quote Request”)
substantially in the form of EXHIBIT G-1 so as to be received not later
than 10:30 a.m. (New York time) on the fourth Banking Day prior to the date for
funding of the Bid Rate Loan(s) proposed therein, specifying:


 


(1)                                  the proposed date of
funding of such Bid Rate Loan(s), which shall be a Banking Day;


 


(2)                                  the aggregate amount
of the Bid Rate Loans requested, which shall be Twenty-Five Million Dollars
($25,000,000) or a larger integral multiple of One Million Dollars
($1,000,000); and


 


(3)                                  the duration of the
Interest Period(s) applicable thereto, subject to the provisions of the
definition of “Interest Period” in Section 1.01.


 


Borrower may request offers to make Bid Rate Loans for more than one
(1) Interest Period in a single Bid Rate Quote Request.  No Bid Rate Quote Request may be submitted
by Borrower sooner than seven (7) days after the submission of any other Bid
Rate Quote Request.


 


17

















 


(b)                                 Promptly
upon receipt of a Bid Rate Quote Request, Administrative Agent shall send to
the Banks by facsimile an invitation (an “Invitation for Bid Rate Quotes”)
substantially in the form of EXHIBIT G-2, which shall constitute an
invitation by Borrower to the Banks to submit Bid Rate Quotes offering to make
Bid Rate Loans to which such Bid Rate Quote Request relates in accordance with
this Section 2.02.


 


(c)                                  (1)  Each Bank may submit a Bid Rate Quote
containing an offer or offers to make Bid Rate Loans in response to any
Invitation for Bid Rate Quotes.  Each
Bid Rate Quote must comply with the requirements of this paragraph (c) and must
be submitted to Administrative Agent by facsimile not later than 10:00 a.m.
(New York time) on the third Banking Day prior to the proposed date of the Bid
Rate Loan(s); provided that Bid Rate Quotes submitted by the Bank
serving as Administrative Agent (or any Affiliate of the Bank serving as
Administrative Agent) in its capacity as a Bank may be submitted, and may only
be submitted, if the Bank serving as Administrative Agent or such Affiliate
notifies Borrower of the terms of the offer or offers contained therein not
later than fifteen (15) minutes prior to the deadline for the other Banks.  Any Bid Rate Quote so made shall (subject to
Borrower’s satisfaction of the conditions precedent set forth in this Agreement
to its entitlement to an advance) be irrevocable except with the written
consent of Administrative Agent given on the instructions of Borrower.  Bid Rate Loans to be funded pursuant to a
Bid Rate Quote may, as provided in Section 12.16, be funded by a Bank’s Designated
Lender.  A Bank making a Bid Rate Quote
shall specify in its Bid Rate Quote whether the related Bid Rate Loans are
intended to be funded by such Bank’s Designated Lender, as provided in
Section 12.16.


 


(2)                                  Each Bid Rate Quote
shall be in substantially the form of EXHIBIT G-3 and shall in any case
specify:


 


(i)                                     the proposed date
of funding of the Bid Rate Loan(s);


 


(ii)                                  the principal amount
of the Bid Rate Loan(s) for which each such offer is being made, which
principal amount (w) may be greater than or less than the Loan Commitment of
the quoting Bank, (x) must be in the aggregate Five Million Dollars
($5,000,000) or a larger integral multiple of One Million Dollars ($1,000,000),
(y) may not exceed the principal amount of Bid Rate Loans for which offers were
requested and (z) may be subject to an aggregate limitation as to the principal
amount of Bid Rate Loans for which offers being made by such quoting Bank may
be accepted;


 


(iii)                               the margin above or
below the applicable LIBOR Interest Rate (the “LIBOR Bid Margin”)
offered for each such Bid Rate Loan, expressed as a percentage per annum
(specified to the nearest 1/1,000th of 1%) to be added to (or subtracted from)
the applicable LIBOR Interest Rate;


 


(iv)                              the applicable Interest
Period; and


 


(v)                                 the identity of the
quoting Bank.


 


A Bid Rate Quote may set forth up to three (3) separate offers by the
quoting Bank with respect to each Interest Period specified in the related
Invitation for Bid Rate Quotes.


 


18

















 


(3)                                  Any Bid Rate Quote
shall be disregarded if it:


 


(i)                                     is not
substantially in conformity with EXHIBIT G-3 or does not specify all of
the information required by sub-paragraph (c)(2) above;


 


(ii)                                  contains qualifying,
conditional or similar language (except for an aggregate limitation as provided
in sub-paragraph (c)(2)(ii) above);


 


(iii)                               proposes terms other
than or in addition to those set forth in the applicable Invitation for Bid
Rate Quotes (except for an aggregate limitation as provided in sub-paragraph
(c)(2)(ii) above); or


 


(iv)                              arrives after the time
set forth in sub-paragraph (c)(1) above.


 


(d)                                 Administrative
Agent shall no later than 10:15 a.m. (New York City time) on the third Banking
Day prior to the proposed date for the requested Bid Rate Loan notify Borrower
in writing of the terms of any Bid Rate Quote submitted by a Bank that is in
accordance with paragraph (c).  Any
subsequent Bid Rate Quote shall be disregarded by Administrative Agent unless
such subsequent Bid Rate Quote is submitted solely to correct a manifest error
in such former Bid Rate Quote. 
Administrative Agent’s notice to Borrower shall specify (A) the
aggregate principal amount of Bid Rate Loans for which offers have been received
for each Interest Period specified in the related Bid Rate Quote Request, (B)
the respective principal amounts and LIBOR Bid Margins so offered and (C) if
applicable, limitations on the aggregate principal amount of Bid Rate Loans for
which offers in any single Bid Rate Quote may be accepted.


 


(e)                                  Not
later than 11:00 a.m. (New York time) on the third Banking Day prior to the
proposed date of funding of the Bid Rate Loan, Borrower shall notify
Administrative Agent of its acceptance or non-acceptance of the offers so
notified to it pursuant to paragraph (d). 
A notice of acceptance shall be substantially in the form of
EXHIBIT G-4 and shall specify the aggregate principal amount of offers for
each Interest Period that are accepted. 
Borrower may accept any Bid Rate Quote in whole or in part; provided
that:


 


(i)                                     the principal
amount of each Bid Rate Loan may not exceed the applicable amount set forth in
the related Bid Rate Quote Request or be less than Five Million Dollars
($5,000,000) and shall be an integral multiple of One Hundred Thousand Dollars
($100,000);


 


(ii)                                  acceptance of offers
with respect to a particular Interest Period may only be made on the basis of
ascending LIBOR Bid Margins offered for such Interest Period from the lowest
effective cost; and


 


(iii)                               Borrower may not accept
any offer that is described in sub-paragraph (c)(3) or that otherwise fails to
comply with the requirements of this Agreement.


 


(f)                                    If
offers are made by two (2) or more Banks with the same LIBOR Bid Margins, for a
greater aggregate principal amount than the amount in respect of which such
offers are permitted to be accepted for the related Interest Period, the
principal amount of Bid 


 


19

















 


Rate Loans in respect of which
such offers are accepted shall be allocated by Administrative Agent among such
Banks as nearly as possible (in multiples of One Hundred Thousand Dollars
($100,000), as Administrative Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers. 
Administrative Agent shall promptly (and in any event within one (1)
Banking Day after such offers are accepted) notify Borrower and each such Bank
in writing of any such allocation of Bid Rate Loans.  Determinations by Administrative Agent of the allocation of Bid
Rate Loans shall be conclusive in the absence of manifest error.


 


(g)                                 In
the event that Borrower accepts the offer(s) contained in one (1) or more Bid
Rate Quotes in accordance with paragraph (e), the Bank(s) making such offer(s)
shall make a Bid Rate Loan in the accepted amount (as allocated, if necessary,
pursuant to paragraph (f)) on the date specified therefor, in accordance with
the procedures specified in Section 2.05.


 


(h)                                 Notwithstanding
anything to the contrary contained herein, each Bank shall be required to fund
its Pro Rata Share of the Available Total Loan Commitment in accordance with
Section 2.01(b) despite the fact that any Bank’s Loan Commitment may have
been or may be exceeded as a result of such Bank’s making Bid Rate Loans.


 


(i)                                     A
Bank who is notified that it has been selected to make a Bid Rate Loan as
provided above may designate its Designated Lender (if any) to fund such Bid
Rate Loan on its behalf, as described in Section 12.16.  Any Designated Lender which funds a Bid Rate
Loan shall on and after the time of such funding become the obligee under such
Bid Rate Loan and be entitled to receive payment thereof when due.  No Bank shall be relieved of its obligation
to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation,
prior to the time the applicable Bid Rate Loan is funded.


 


SECTION 2.03.                 Swingline
Loan Subfacility.


 


(a)                                  Swingline
Commitment.  Subject to the terms
and conditions of this Section 2.03, Swingline Lender, in its individual
capacity, agrees to make certain revolving credit loans in Dollars to Borrower
(each a “Swingline Loan” and, collectively, the “Swingline Loans”)
from time to time during the term hereof; provided, however, that the aggregate
amount of Swingline Loans outstanding at any time shall not exceed the lesser
of (i) SEVENTY FIVE MILLION DOLLARS ($75,000,000), and (ii) the Total Loan
Commitment less the sum of (A) all Loans then outstanding, excluding Swingline
Loans, and (B) the outstanding amount of all Letters of Credit (the “Swingline
Commitment”).  Subject to the
limitations set forth herein, any amounts repaid in respect of Swingline Loans
may be reborrowed.


 


(b)                                 Swingline
Borrowings.


 


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


 


20

















 


both before and after giving effect to such Swingline Loan.  Such notice shall be irrevocable.


 


(2)                                  Minimum Amounts.  Each Swingline Loan shall be in a minimum
principal amount of $3,000,000, or an integral multiple of $1,000,000 in excess
thereof.


 


(3)                                  Repayment of
Swingline Loans.  Each Swingline
Loan shall be due and payable on the earliest of (A) five (5) Banking Days from
and including the date of such Swingline Loan, (B) the last calendar day of the
month in which such Swingline Loan is made or (C) the Maturity Date.  If, and to the extent, any Swingline Loans
shall be due and payable on the date of any Ratable Loan, such Swingline Loans
shall first be repaid from the proceeds of such Ratable Loan prior to the
disbursement of the same to Borrower. 
If, and to the extent, a Ratable Loan is not requested prior to the
Maturity Date, the last calendar day of the month in which such Swingline Loan
is made, or the end of the five (5) Banking Day period after such Swingline
Loan was made, or unless Borrower shall have notified Administrative Agent and
the Swingline Lender prior to 1:00 P.M. (New York City time) on the third (3rd)
Banking Day after such Swingline Loan was made that Borrower intends to
reimburse Swingline Lender for the amount of such Swingline Loan with funds
other than proceeds of the Ratable Loans, Borrower shall be deemed to have
requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of
the applicable Swingline Loan then outstanding, the proceeds of which shall be
used to repay such Swingline Loan to Swingline Lender.  In addition, if (x) Borrower does not repay
a Swingline Loan on or prior to the end of such five (5) Banking Day period, or
(y) a Default or Event of Default shall have occurred during such five (5)
Banking Day period, Swingline Lender may, at any time, in its sole discretion,
by written notice to the Borrower and Administrative Agent, demand repayment of
its Swingline Loans by way of a Ratable Loan, in which case the Borrower shall
be deemed to have requested a Ratable Loan comprised entirely of Base Rate
Loans in the amount of such Swingline Loans then outstanding, the proceeds of
which shall be used to repay such Swingline Loans to Swingline Lender.  Any Ratable Loan which is deemed requested
by the Borrower in accordance with this Section 2.03(b)(3) is hereinafter
referred to as a “Mandatory Borrowing”. 
Each Bank hereby irrevocably agrees to make Ratable Loans promptly upon
receipt of notice from Swingline Lender of any such deemed request for a
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentences and on the date such notice is received by such Bank (or the next
Banking Day if such notice is received after 12:00 P.M. (New York City time))
notwithstanding (I) the amount of the Mandatory Borrowing may not comply with
the minimum amount of Ratable Loans otherwise required hereunder, (II) whether
any conditions specified in Section 4.02 are then satisfied, (III) whether
a Default or an Event of Default then exists, (IV) failure of any such deemed
request for a Ratable Loan to be made by the time otherwise required in
Section 2.06, (V) the date of such Mandatory Borrowing (provided that such
date must be a Banking Day), or (VI) any termination of the Loan Commitments
immediately prior to such Mandatory Borrowing or contemporaneously therewith;
provided, however, that no Bank shall be obligated to make Ratable Loans in
respect of a Mandatory Borrowing if a Default or an Event of Default then
exists and the applicable Swingline Loan was made by Swingline Lender without
receipt of a written 


 


21

















 


notice of borrowing in the form specified in Section 2.03(b)(1) or
after Administrative Agent has delivered a notice of Default or Event of
Default which has not been rescinded.


 


(4)                                  Purchase of
Participations.  In the event that
any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code with respect to the Borrower), then
each Bank hereby agrees that it shall forthwith purchase (as of the date the
Mandatory Borrowing would otherwise have occurred, but adjusted for any payment
received from the Borrower on or after such date and prior to such purchase)
from Swingline Lender such participations in the outstanding Swingline Loans as
shall be necessary to cause each such Bank to share in such Swingline Loans
ratably based upon its Pro Rata Share (determined before giving effect to any
termination of the Loan Commitments), provided that (A) all interest payable on
the Swingline Loans with respect to any participation shall be for the account
of Swingline Lender until but excluding the day upon which the Mandatory
Borrowing would otherwise have occurred, and (B) in the event of a delay
between the day upon which the Mandatory Borrowing would otherwise have
occurred and the time any purchase of a participation pursuant to this sentence
is actually made, the purchasing Bank shall be required to pay to Swingline
Lender interest on the principal amount of such participation for each day from
and including the day upon which the Mandatory Borrowing would otherwise have
occurred to but excluding the date of payment for such participation, at the
rate equal to the Federal Funds Rate, for the two (2) Banking Days after the
date the Mandatory Borrowing would otherwise have occurred, and thereafter at a
rate equal to the Base Rate. 
Notwithstanding the foregoing, no Bank shall be obligated to purchase a
participation in any Swingline Loan if a Default or an Event of Default then
exists and such Swingline Loan was made by Swingline Lender without receipt of
a written notice of borrowing in the form specified in Section 2.03(b)(1)
or after Administrative Agent has delivered a notice of Default or Event of
Default which has not been rescinded.


 


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


 


SECTION 2.04.                 Advances.
Generally.  The Initial Advance
shall be in the minimum amount of One Million Dollars ($1,000,000) and in
integral multiples of One Hundred Thousand Dollars ($100,000) above such amount
and shall be made upon satisfaction of the conditions set forth in
Section 4.01.  Subsequent advances
shall be made no more frequently than weekly thereafter, upon satisfaction of
the conditions set forth in Section 4.02. 
The amount of each advance subsequent to the Initial Advance shall,
subject to Section 2.13, be in the minimum amount of One Million Dollars
($1,000,000) (unless less than One Million Dollars ($1,000,000) is available
for disbursement pursuant to the terms hereof at the time of any subsequent
advance, in which case the amount of such subsequent advance shall be equal to
such remaining availability) and in integral multiples of One Hundred Thousand
Dollars ($100,000) above such amount. 
Additional restrictions on the amounts and timing of, and conditions to
the making of, advances of Bid Rate Loans and Swingline Loans are set forth in
Sections 2.02 and 2.03.


 


22

















 


Each advance shall be subject, in addition to the limitations and
conditions applicable to advances of the Loans generally, to Administrative
Agent’s receipt, on or immediately prior to the date the request for such
advance is made, of a certificate from the officer requesting the advance (1)
certifying that Borrower is in compliance with all covenants enumerated in
paragraphs 3(a) and 3(b) of Section 6.09 and containing covenant
compliance calculations that include the pro-forma adjustments described below,
which calculations shall demonstrate Borrower’s compliance, on a pro-forma
basis, as of the end of the most recently ended calendar quarter for which
financial results have been reported by Borrower as required hereunder, with
such covenants and (2) setting forth the use of such advance, the income
projected to be generated from such advance for purposes of determining
Combined EBITDA and the type of income so generated.


 


In connection with each advance of Loan proceeds, the following
pro-forma adjustments shall be made to the covenant compliance calculations
required as of the end of the most recently ended calendar quarter for which
financial results are required hereunder to have been reported by Borrower:


 


(i)                                     Total Outstanding
Indebtedness and Unsecured Indebtedness shall be adjusted by adding thereto,
respectively, all indebtedness and unsecured indebtedness that is incurred by
Borrower in connection with such advance;


 


(ii)                                  Combined EBITDA, for
any period, shall be adjusted by adding the income to be included as provided
in Borrower’s certificate; and


 


(iii)                               Interest Expense for any
period, shall be adjusted by adding thereto interest expense to be incurred by
Borrower in connection with such advance.


 


SECTION 2.05.                 Procedures
for Advances.  In the case of
advances of Ratable Loans, Borrower shall submit to Administrative Agent a
request for each advance, stating the amount requested and the expected purpose
for which such advance is to be used, no later than 11:00 a.m. (New York time)
on the date, in the case of advances of Base Rate Loans, which is one (1)
Banking Day, and, in the case of advances of LIBOR Loans, which is three (3)
Banking Days, prior to the date such advance is to be made.  In the case of advances of Bid Rate Loans,
Borrower shall submit a Bid Rate Quote Request at the time specified in
Section 2.02, accompanied by a statement of the expected purpose for which
such advance is to be used. In the case of advances of Swingline Loans,
Borrower shall submit a notice of borrowing at the time specified in
Section 2.03, accompanied by a statement of the expected purpose for which
such advance is to be used.  
Administrative Agent, upon its receipt and approval of the request for
advance, will so notify the Banks by facsimile.  Not later than 11:30 a.m. (New York time) on the date of each
advance, each Bank (in the case of Ratable Loans) or the applicable Banks (in
the case of Bid Rate Loans) shall, through its Applicable Lending Office and
subject to the conditions of this Agreement, make the amount to be advanced by
it on such day available to Administrative Agent, at Administrative Agent’s
Office and in immediately available funds for the account of Borrower.  The amount so received by Administrative
Agent shall, subject to the conditions of this Agreement, be made available to
Borrower, in immediately available funds, by Administrative Agent’s to an
account designated by Borrower.


 


23

















 


SECTION 2.06.                 Interest
Periods; Renewals.  In the case
of the LIBOR Loans, Borrower shall select an Interest Period of any duration in
accordance with the definition of Interest Period in Section 1.01, subject
to the following limitations: (1) no Interest Period may extend beyond the Maturity
Date; (2) if an Interest Period would end on a day which is not a Banking Day,
such Interest Period shall be extended to the next Banking Day, unless such
Banking Day would fall in the next calendar month, in which event such Interest
Period shall end on the immediately preceding Banking Day; and (3) only eight
(8) discrete segments of a Bank’s Ratable Loan bearing interest at a LIBOR
Interest Rate for a designated Interest Period pursuant to a particular
Election, Conversion or Continuation, may be outstanding at any one time (each
such segment of each Bank’s Ratable Loan corresponding to a proportionate
segment of each of the other Banks’ Ratable Loans).


 


Upon notice to Administrative Agent as provided in Section 2.14,
Borrower may Continue any LIBOR Loan on the last day of the Interest Period of
the same or different duration in accordance with the limitations provided
above.


 


SECTION 2.07.                 Interest.  Borrower shall pay interest to
Administrative Agent for the account of the applicable Bank on the outstanding
and unpaid principal amount of the Loans, at a rate per annum as follows: (1)
for Base Rate Loans at a rate equal to the Base Rate plus the Applicable
Margin; (2) for LIBOR Loans at a rate equal to the applicable LIBOR Interest
Rate plus the Applicable Margin; and (3) for Bid Rate Loans at a rate equal to
the applicable LIBOR Bid Rate.  Any
principal amount not paid when due (when scheduled, at acceleration or
otherwise) shall bear interest thereafter, payable on demand, at the Default
Rate.


 


The interest rate on Base Rate Loans shall change when the Base Rate
changes.  Interest on Base Rate Loans,
LIBOR Loans and Bid Rate Loans shall not exceed the maximum amount permitted
under applicable law.  Interest shall be
calculated for the actual number of days elapsed on the basis of three hundred
sixty (360) days.


 


Accrued interest shall be due and payable in arrears, (x) in the case
of both Base Rate Loans and LIBOR Loans, on the first Banking Day of each
calendar month and (y) in the case of Bid Rate Loans, at the expiration of the
Interest Period applicable thereto, but no less frequently than every three (3)
months determined on the basis of the first (1st) day of the
Interest Period applicable to the Loan in question; provided, however,
that interest accruing at the Default Rate shall be due and payable on demand.


 


SECTION 2.08.                 Fees.  Borrower shall, during the term of the Loans
commencing as of the Closing Date, pay to Administrative Agent for the account
of each Bank a facility fee computed, on the daily Loan Commitment of such
Bank, in an amount equal to the daily Facility Fee, calculated on the basis of
a year of three hundred sixty (360) days for the actual number of days
elapsed.  The accrued facility fee shall
be due and payable in arrears on the first Banking Day of October, January,
April and July of each year, commencing on the first such date after
the Closing Date, and upon the Maturity Date (as the case may be accelerated)
or earlier termination of the Loan Commitments.


 


SECTION 2.09.                 Notes.  The Ratable Loan and Swingline Loans made by
each Bank under this Agreement shall be evidenced by, and repaid with interest
in accordance with, a 


 


24

















 


promissory note of Borrower in
the form of EXHIBIT B duly completed and executed by Borrower, in the
principal amount equal to such Bank’s Loan Commitment, payable to such Bank for
the account of its Applicable Lending Office (each such note, as the same may
hereafter be amended, modified, extended, severed, assigned, substituted,
renewed or restated from time to time, including any substitute note pursuant
to Section 3.07 or 12.05, a “Ratable Loan Note”).  The Bid Rate Loans of the Banks shall be
evidenced by a single global promissory note of Borrower in the form of
EXHIBIT C, duly completed and executed by Borrower, in the principal
amount of Three Hundred Million Dollars ($300,000,000), subject to adjustment
pursuant to Section 2.16(c) payable to Administrative Agent for the
account of the respective Banks making Bid Rate Loans (such note, as the same
may hereafter be amended, modified, extended, severed, assigned, substituted,
renewed or restated from time to time, the “Bid Rate Loan Note”).  A particular Bank’s Ratable Loan Note,
together with its interest, if any, in the Bid Rate Loan Note, are referred to
collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan
Notes and interests are referred to collectively in this Agreement as the
“Notes”.  The Ratable Loan Notes shall
mature, and all outstanding principal and accrued interest and other sums
thereunder shall be paid in full, on the Maturity Date, or, in the case of
Swingline Loans, in accordance with Section 2.03, in either case as the
same may be accelerated.  The
outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate
Loan Note, and all accrued interest and other sums with respect thereto, shall
become due and payable to the Bank making such Bid Rate Loan at the earlier of
the expiration of the Interest Period applicable thereto or the Maturity Date,
as the same may be accelerated.


 


Each Bank is hereby authorized by Borrower to endorse on the schedule
attached to the Ratable Loan Note held by it, the amount of each advance, and
each payment of principal received by such Bank for the account of its
Applicable Lending Office(s) on account of its Ratable Loan, which endorsement
shall, in the absence of manifest error, be conclusive as to the outstanding
balance of the Ratable Loan made by such Bank. 
Administrative Agent is hereby authorized by Borrower to endorse on the
schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan,
the name of the Bank making the same, the date of the advance thereof, the
interest rate applicable thereto and the expiration of the Interest Period
applicable thereto (i.e., the maturity date thereof).  The failure by Administrative Agent or any
Bank to make such notations with respect to the Loans or each advance or
payment shall not limit or otherwise affect the obligations of Borrower under
this Agreement or the Notes.


 


SECTION 2.10.                 Prepayments.  Without prepayment premium or penalty but
subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s
notice to Administrative Agent in the case of the Base Rate Loans, and at least
three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR
Loans, prepay the Ratable Loans in whole or, with respect to Base Rate Loans
only, in part, provided that (1) any partial prepayment under this Section shall
be in integral multiples of One Million Dollars ($1,000,000); and (2) each
prepayment under this Section shall include, at Administrative Agent’s
option, all interest accrued on the amount of principal prepaid to (but
excluding) the date of prepayment.  Borrower
shall have the right to prepay Bid Rate Loans only with the consent of the Bank
or the Designated Lender that funded the Bid Rate Loan that Borrower desires to
prepay. Borrower may, from time to time on any Banking Day so long as prior
notice is given to Administrative Agent and Swingline Lender no later than 1:00
p.m. (New York City time) on the day on which Borrower intends to make such
prepayment, prepay any Swingline Loans in whole or in part in 


 


25

















 


amounts aggregating $100,000 or
a higher integral multiple of $100,000 (or, if less, the aggregate outstanding
principal amount of all Swingline Loans then outstanding) by paying the
principal amount to be prepaid together with accrued interest thereon to the
date of prepayment by initiating a wire transfer of the principal and interest
on the Swingline Loans no later than 1:00 P.M. (New York City time) on such day
and Borrower shall deliver a federal reference number evidencing such wire
transfer to Administrative Agent as soon as available thereafter on such day.


 


SECTION 2.11.                 Method of
Payment.  Borrower shall make
each payment under this Agreement and under the Notes not later than 1:00 p.m.
(New York time) on the date when due in Dollars to Administrative Agent at
Administrative Agent’s Office in immediately available funds.  Administrative Agent will thereafter, on the
day of its receipt of each such payment, cause to be distributed to each Bank
(1) such Bank’s appropriate share (based upon the respective outstanding
principal amounts and interest due under the Notes of the Banks) of the
payments of principal and interest in like funds for the account of such Bank’s
Applicable Lending Office; and (2) fees payable to such Bank in accordance with
the terms of this Agreement.  Borrower
hereby authorizes Administrative Agent and the Banks, if and to the extent
payment by Borrower is not made when due under this Agreement or under the
Notes, to charge from time to time against any account Borrower maintains with
Administrative Agent or any Bank any amount so due to Administrative Agent
and/or the Banks.


 


Except to the extent provided in this Agreement, whenever any payment
to be made under this Agreement or under the Notes is due on any day other than
a Banking Day, such payment shall be made on the next succeeding Banking Day,
and such extension of time shall in such case be included in the computation of
the payment of interest and other fees, as the case may be.


 


SECTION 2.12.                 Elections, Conversions or Continuation
of Loans.  Subject to the
provisions of Article III and Sections 2.06 and 2.13, Borrower shall have the
right to Elect to have all or a portion of any advance of the Ratable Loans be
LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans, to Convert LIBOR
Loans into Base Rate Loans, or to Continue LIBOR Loans as LIBOR Loans, at any
time or from time to time, provided that: (1) Borrower shall give
Administrative Agent notice of each such Election, Conversion or Continuation
as provided in Section 2.14; and (2) a LIBOR Loan may be Continued or
Converted only on the last day of the applicable Interest Period for such LIBOR
Loan.  Except as otherwise provided in
this Agreement, each Election, Continuation and Conversion shall be applicable
to each Bank’s Ratable Loan in accordance with its Pro Rata Share.


 


SECTION 2.13.                 Minimum
Amounts.  With respect to the
Ratable Loans as a whole, each Election and each Conversion shall be in an
amount at least equal to One Million Dollars ($1,000,000) and in integral
multiples of One Hundred Thousand Dollars ($100,000).


 


SECTION 2.14.                 Certain Notices Regarding
Elections, Conversions and Continuations of Loans.  Notices by Borrower to Administrative Agent
of Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable
and shall be effective only if received by Administrative Agent not later than
11:00 a.m. (New York time) on the number of 


 


26

















 


Banking Days prior to the date of the relevant Election, Conversion or
Continuation specified below:


 


	
  Notice

  	
   

  	
  Number of

  Banking Days Prior

  	
   

  
	
  Conversions into Base Rate Loans

  	
   

  	
  one (1)

  	
   

  
	
  Elections of, Conversions into or
  Continuations as LIBOR Loans

  	
   

  	
  Three (3)

  	
   

  



 


Promptly following its receipt of any such notice, Administrative Agent
shall so advise the Banks by facsimile. 
Each such notice of Election shall specify the portion of the amount of
the advance that is to be LIBOR Loans (subject to Section 2.13) and the
duration of the Interest Period applicable thereto (subject to
Section 2.06); each such notice of Conversion shall specify the LIBOR
Loans or Base Rate Loans to be Converted; and each such notice of Conversion or
Continuation shall specify the date of Conversion or Continuation (which shall
be a Banking Day), the amount thereof (subject to Section 2.13) and the
duration of the Interest Period applicable thereto (subject to
Section 2.06).  In the event that
Borrower fails to Elect to have any portion of an advance of the Ratable Loans
be LIBOR Loans, the entire amount of such advance shall constitute Base Rate
Loans.  In the event that Borrower fails
to Continue LIBOR Loans within the time period and as otherwise provided in
this Section, such LIBOR Loans will be automatically Converted into Base Rate
Loans on the last day of the then current applicable Interest Period for such
LIBOR Loans.


 


SECTION 2.15.                 Late
Payment Premium.  Borrower shall
pay to Administrative Agent for the account of the Banks a late payment premium
in the amount of 4% of any payments of principal or interest in respect of the
Loans made more than ten (10) days after the due date thereof, which shall be
due with any such late payment.


 


SECTION 2.16.                 Changes of Loan Commitments.  (a) 
At any time, Borrower shall have the right, without premium or penalty,
to terminate any unused Loan Commitments existing as of the date of such
termination, in whole or in part, from time to time, provided that: (1)
Borrower shall give notice of each such termination to Administrative Agent
(which shall promptly notify each of the Banks) no later than 10:00 a.m. (New
York time) on the date which is three (3) Banking Days prior to the
effectiveness of such termination; (2) the Loan Commitments of each of the
Banks must be terminated (taking into account, however, Section 2.02(h))
and simultaneously with those of the other Banks; and (3) each partial
termination of the Loan Commitments as a whole (and corresponding reduction of
the Total Loan Commitment) shall be in an integral multiple of One Million Dollars
($1,000,000). A reduction of the unused Loan Commitments pursuant to this
Section 2.16 shall not effect a reduction in the Swingline Commitment
(unless so elected by the Borrower) until the aggregate unused Loan Commitments
have been reduced to an amount equal to the Swingline Commitment.


 


(b)                                 The
Loan Commitments and the Swingline Commitment, to the extent terminated, may
not be reinstated.


 


(c)                                  Unless
a Default or an Event of Default has occurred and is continuing, Borrower, by
written notice to Administrative Agent, may request on up to four (4) occasions
during the term of this Agreement that the Total Loan Commitment be increased
by an amount 


 


27

















 


not less than Twenty Five
Million Dollars ($25,000,000) per request and not more than Two Hundred Million
Dollars ($200,000,000) in the aggregate (such that the Total Loan Commitment
after such increase shall never exceed Eight Hundred Million Dollars
($800,000,000)); provided that for any such request (a) the Borrower
shall not have delivered an Extension Notice prior to, or simultaneously with,
such request, (b) any Bank which is a party to this Agreement prior to such
request for increase, at its sole discretion, may elect to increase its Loan
Commitment but shall not have any obligation to so increase its Loan
Commitment, and (c) in the event that each Bank does not elect to increase its
Loan Commitment, the Lead Arrangers shall use commercially reasonable efforts
to locate additional Qualified Institutions 
willing to hold commitments for the requested increase, and Borrower may
also identify additional Qualified Institutions willing to hold commitments for
the requested increase, provided  further that Administrative
Agent shall have the right to 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, the Total Loan Commitment and the Loan Commitments
of the committed Banks shall be increased, the Pro Rata Shares of the Lenders
shall be adjusted, new Notes shall be issued, Borrower shall make such
borrowings and repayments as shall be necessary to effect the reallocation of
the Ratable Loans so that the Ratable 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 Loan Commitments or make new Loan Commitments in response to the
Borrower’s request for an increase in the Total Loan Commitment pursuant to
this Section 2.16(c), in each case without the consent of the Banks other
than those Banks increasing their Loan Commitments.  The fees payable by Borrower upon any such increase in the Total
Loan Commitment shall be agreed upon by the Lead Arranger and Borrower at the
time of such increase.


 


Notwithstanding the foregoing, nothing in this Section 2.16(c)
shall constitute or be deemed to constitute an agreement by any Bank to
increase its Loan Commitment hereunder.


 


SECTION 2.17.                 Letters
of Credit.  (a)  Borrower, by notice to Administrative Agent
and the Fronting Bank, may request, in lieu of advances of proceeds of the
Ratable Loans, that the Fronting Bank issue unconditional, irrevocable standby
letters of credit (each, a “Letter of Credit”) for the account of
Borrower, payable by sight drafts, for such beneficiaries and with such other
terms as Borrower shall specify.  Promptly
upon issuance of a Letter of Credit, the Fronting Bank shall notify
Administrative Agent and Administrative Agent shall notify each of the Banks by
telephone or by facsimile.


 


(b)                                 The
amount of any such Letter of Credit shall be limited to the lesser of (1) Two
Hundred Fifty Million Dollars ($250,000,000) less the amount of all other
Letters of Credit then issued and outstanding or (2) the Available Total Loan
Commitment, it being understood that the amount of each Letter of Credit issued
and outstanding shall effect a reduction, by an equal amount, of the Available
Total Loan Commitment as provided in Section 2.01(b) (such reduction to be
allocated to each Bank’s Loan Commitment ratably in accordance with the Banks’
respective Pro Rata Shares).


 


(c)                                  The
amount of each Letter of Credit shall be further subject to the conditions and
limitations applicable to amounts of advances set forth in Section 2.04
and the 


 


28

















 


procedures for the issuance of
each Letter of Credit shall be the same as the procedures applicable to the
making of advances as set forth in the first sentence of Section 2.05.


 


(d)                                 The
Fronting Bank’s issuance of each Letter of Credit shall be subject to
Borrower’s satisfaction of all conditions precedent to its entitlement to an
advance of proceeds of the Loans.


 


(e)                                  Each
Letter of Credit shall (i) expire no later than the earlier of (x) fourteen
(14) days prior to the Maturity Date or (y) unless approved by the
Administrative Agent and the Fronting Bank, one (1) year after the date of its
issuance (without regard to any automatic renewal provisions thereof), and (ii)
be in a minimum amount of One Hundred Thousand Dollars ($100,000), or such
lesser amount approved by the Fronting Bank.


 


(f)                                    In
connection with, and as a further condition to the issuance of, each Letter of
Credit, Borrower shall execute and deliver to the Fronting Bank an application
for the Letter of Credit in such form, and together with such other documents,
opinions and assurances, as the Fronting Bank shall reasonably require.


 


(g)                                 In
connection with each Letter of Credit, Borrower hereby covenants to pay (i) to
Administrative Agent, quarterly in arrears (on the first Banking Day of each
calendar quarter following the issuance of such Letter of Credit), a fee,
payable to Administrative Agent for the account of the Banks, computed daily on
the amount of such Letter of Credit issued and outstanding at a rate per annum
equal to the “Banks’ L/C Fee Rate” (as hereinafter defined) and (ii) to the
Fronting Bank the fee designated by the Fronting Bank for such Letter of
Credit.  Administrative Agent shall have
no responsibility for the collection of the fee for any Letter of Credit that
is payable to the Fronting Bank.  For
purposes of this Agreement, the “Banks’ L/C Fee Rate” shall mean, provided no
Event of Default has occurred and is continuing, a rate per annum equal to the
Applicable Margin for LIBOR Loans and, in the event an Event of Default has
occurred and is continuing, a rate per annum equal to 3%.  It is understood and agreed that the last
installment of the fees provided for in this paragraph (g) with respect to any
particular Letter of Credit shall be due and payable on the first day of the
calendar quarter following the return, undrawn, or cancellation, of such Letter
of Credit.


 


(h)                                 The
Fronting Bank shall promptly notify Administrative Agent of any drawing under a
Letter of Credit issued by such Fronting Bank. 
The parties hereto acknowledge and agree that, immediately upon notice
from Administrative Agent of any drawing under a Letter of Credit, each Bank
shall, notwithstanding the existence of a Default or Event of Default or the
non-satisfaction of any conditions precedent to the making of an advance of the
Loans, advance proceeds of its Ratable Loan, in an amount equal to its Pro Rata
Share of such drawing, which advance shall be made to Administrative Agent for
disbursement to the Fronting Bank issuing such Letter of Credit to reimburse
the Fronting Bank, for its own account, for such drawing.  Each of the Banks further acknowledges that
its obligation to fund its Pro Rata Share of drawings under Letters of Credit
as aforesaid shall survive the Banks’ termination of this Agreement or
enforcement of remedies hereunder or under the other Loan Documents.  If any Ratable Loan cannot for any reason be
made on the date otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under any applicable bankruptcy law
with respect to Borrower), then each of the Banks shall purchase (on the date 


 


29

















 


such Ratable Loan would
otherwise have been made) from the Fronting Bank a participation interest in
any unreimbursed drawing in an amount equal to its Pro Rata Share of such
unreimbursed drawing.


 


(i)                                     Borrower
agrees, upon and during the occurrence of an Event of Default and at the
request of Administrative Agent, (x) to deposit with Administrative Agent cash
collateral in the amount of all the outstanding Letters of Credit, which cash
collateral is hereby pledged and shall be held by Administrative Agent in an
account as security for Borrower’s obligations in connection with the Letters
of Credit and (y) to execute and deliver to Administrative Agent such documents
as Administrative Agent requests to confirm and perfect the assignment of such
cash collateral and such account to Administrative Agent for the benefit of the
Banks.


 


SECTION 2.18.                 Extension
Option.  Borrower may extend the
Maturity Date for a period of one (1) year upon the following terms and
conditions: (i) delivery by Borrower of a written notice to Administrative
Agent (the “Extension Notice”) on or before a date that is not more than
one hundred twenty (120) days nor less than one (1) month prior to the Maturity
Date, which Extension Notice Administrative Agent shall promptly deliver to the
Banks, which Extension Notice shall include a certification dated as of the
date of the Extension Notice signed by a duly authorized signatory of Borrower,
stating, to the best of the certifying party’s knowledge, (x) all
representations and warranties contained in this Agreement and in each of the
other Loan Documents are true and correct on and as of the date of the
Extension Notice and (y) no Default or Event of Default has occurred and is
continuing; (ii) no Event of Default shall have occurred and be continuing both
on the date Borrower delivers the Extension Notice and on the original Maturity
Date (the “Extension Date”), and (iii) Borrower shall pay to
Administrative Agent on or before the Extension Date a fee equal to one-fifth
of one percent (0.20%) of the Total Loan Commitment on the Extension Date,
which fee shall be distributed by Administrative Agent pro rata to each of the
Banks based on each Bank’s Pro Rata Share. 
Borrower’s delivery of the Extension Notice shall be irrevocable.


 


ARTICLE III


 


YIELD PROTECTION; ILLEGALITY; ETC.


 


SECTION 3.01.                 Additional Costs.  Borrower shall pay directly to each Bank from time to time on
demand such amounts as such Bank may reasonably determine to be necessary to
compensate it for any increased costs which such Bank determines are
attributable to its making or maintaining a LIBOR Loan or a Bid Rate Loan, or
its obligation to make or maintain a LIBOR Loan or a Bid Rate Loan, or its
obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any
reduction in any amount receivable by such Bank hereunder in respect of its
LIBOR Loan or Bid Rate Loan(s) or such obligations (such increases in costs and
reductions in amounts receivable being herein called “Additional Costs”),
in each case resulting from any Regulatory Change which:


 


(1)                                  changes the basis of
taxation of any amounts payable to such Bank under this Agreement or the Notes
in respect of any such LIBOR Loan or Bid Rate Loan (other than (i) changes in
the rate of general corporate, franchise, branch profit, net income or 


 


30

















 


other income tax imposed on such Bank or its Applicable Lending Office
or (ii) a tax described in Section 10.13); or


 


(2)                                  (other than to the
extent the LIBOR Reserve Requirement is taken into account in determining the
LIBOR Rate at the commencement of the applicable Interest Period) imposes or
modifies any reserve, special deposit, deposit insurance or assessment, minimum
capital, capital ratio or similar requirements relating to any extensions of
credit or other assets of, or any deposits with or other liabilities of, such
Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in
the definition of “LIBOR Interest Rate” in Section 1.01), or any
commitment of such Bank (including such Bank’s Loan Commitment hereunder); or


 


(3)                                  imposes any other
condition (unrelated to the basis of taxation referred to in paragraph (1)
above) affecting this Agreement or the Notes (or any of such extensions of
credit or liabilities).


 


Without limiting the effect of the provisions of the first paragraph of
this Section, in the event that, by reason of any Regulatory Change, any Bank
either (1) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Bank which includes deposits by reference to which the LIBOR Interest Rate
is determined as provided in this Agreement or a category of extensions of
credit or other assets of such Bank which includes loans based on the LIBOR
Interest Rate or (2) becomes subject to restrictions on the amount of such a
category of liabilities or assets which it may hold, then, if such Bank so
elects by notice to Borrower (with a copy to Administrative Agent), the
obligation of such Bank to permit Elections of, to Continue, or to Convert Base
Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions
of Section 3.04 shall be applicable) until such Regulatory Change ceases
to be in effect.


 


The obligations of Borrower under this Section shall survive the
repayment of all amounts due under or in connection with any of the Loan
Documents and the termination of the Loan Commitments in respect of the period
prior to such termination.


 


Determinations and allocations by a Bank for purposes of this
Section of the effect of any Regulatory Change pursuant to the first or
second paragraph of this Section, on its costs or rate of return of making or
maintaining its Loan or portions thereof or on amounts receivable by it in
respect of its Loan or portions thereof, and the amounts required to compensate
such Bank under this Section, shall be included in a calculation of such
amounts given to Borrower and shall be conclusive absent manifest error.


 


SECTION 3.02.                 Limitation
on Types of Loans.  Anything
herein to the contrary notwithstanding, if, on or prior to the determination of
the LIBOR Interest Rate for any Interest Period:


 


(1)                                  Administrative Agent
reasonably determines (which determination shall be conclusive) that quotations
of interest rates for the relevant deposits referred to in the definition of
“LIBOR Interest Rate” in Section 1.01 are not being provided in the
relevant 


 


31

















 


amounts or for the relevant maturities for purposes of determining
rates of interest for the LIBOR Loans or Bid Rate Loans as provided in this
Agreement; or


 


(2)                                  a Bank reasonably
determines (which determination shall be conclusive) and promptly notifies
Administrative Agent that the relevant rates of interest referred to in the
definition of “LIBOR Interest Rate” in Section 1.01 upon the basis of
which the rate of interest for LIBOR Loans or Bid Rate Loans for such Interest
Period is to be determined do not adequately cover the cost to such Bank of
making or maintaining such LIBOR Loan or Bid Rate Loan for such Interest
Period;


 


then Administrative Agent shall give Borrower prompt notice thereof,
and so long as such condition remains in effect, the Banks (or, in the case of
the circumstances described in clause (2) above, the affected Bank) shall be
under no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans
into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last
day(s) of the then current Interest Period(s) for the affected outstanding
LIBOR Loans or Bid Rate Loans, either (x) prepay the affected LIBOR Loans or
Bid Rate Loans pursuant to Section 3.07 or (y) Convert the affected LIBOR
Loans into Base Rate Loans in accordance with Section 2.12 or convert the
rate of interest under the affected Bid Rate Loans to the rate applicable to
Base Rate Loans by following the same procedures as are applicable for
Conversions into Base Rate Loans set forth in Section 2.12.


 


SECTION 3.03.                 Illegality.  Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to honor its obligation to make or maintain a LIBOR Loan or Bid
Rate Loan hereunder, to allow Elections or Continuations of a LIBOR Loan or to
Convert a Base Rate Loan into a LIBOR Loan, then such Bank shall promptly
notify Administrative Agent and Borrower thereof and such Bank’s obligation to
make or maintain a LIBOR Loan or Bid Rate Loan, or to permit Elections of, to
Continue, or to Convert its Base Rate Loan into, a LIBOR Loan shall be
suspended (in which case the provisions of Section 3.04 shall be
applicable) until such time as such Bank may again make and maintain a LIBOR
Loan or Bid Rate Loan.


 


SECTION 3.04.                 Treatment
of Affected Loans.  If the
obligations of any Bank to make or maintain a LIBOR Loan or a Bid Rate Loan, or
to permit an Election of a LIBOR Loan, to Continue its LIBOR Loan, or to
Convert its Base Rate Loan into a LIBOR Loan, are suspended pursuant to
Section 3.01 or 3.03 (each LIBOR Loan or Bid Rate Loan so affected being
herein called an “Affected Loan”), such Bank’s Affected Loan shall be automatically
Converted into a Base Rate Loan (or, in the case of an Affected Loan that is a
Bid Rate Loan, the interest rate thereon shall be converted to the rate
applicable to Base Rate Loans) on the last day of the then current Interest
Period for the Affected Loan (or, in the case of a Conversion or conversion
resulting from Section 3.01 or 3.03, on such earlier date as such Bank may
specify to Borrower).


 


To the extent that such Bank’s Affected Loan has been so Converted (or
the interest rate thereon so converted), all payments and prepayments of
principal which would otherwise be applied to such Bank’s Affected Loan shall
be applied instead to its Base Rate Loan (or to its Bid Rate Loan bearing
interest at the converted rate) and such Bank shall have no obligation to
Convert its Base Rate Loan into a LIBOR Loan.


 


32

















 


SECTION 3.05.                 Certain
Compensation.  Other than in
connection with a Conversion of an Affected Loan, Borrower shall pay to
Administrative Agent for the account of the applicable Bank, upon the request
of such Bank through Administrative Agent which request includes a calculation
of the amount(s) due, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Bank) to compensate it for any loss, cost or expense
which such Bank reasonably determines is attributable to:


 


(1)                                  any payment or
prepayment of a LIBOR Loan or Bid Rate Loan made by such Bank, or any
Conversion of a LIBOR Loan (or conversion of the rate of interest on a Bid Rate
Loan) made by such Bank, in any such case on a date other than the last day of
an applicable Interest Period, whether by reason of acceleration or otherwise;
or


 


(2)                                  any failure by
Borrower for any reason to Convert a LIBOR Loan or a Base Rate Loan or to
Continue a LIBOR Loan, as the case may be, to be Converted or Continued by such
Bank on the date specified therefor in the relevant notice under
Section 2.14; or


 


(3)                                  any failure by
Borrower to borrow (or to qualify for a borrowing of) a LIBOR Loan or Bid Rate
Loan which would otherwise be made hereunder on the date specified in the
relevant Election notice under Section 2.14 or Bid Rate Quote acceptance
under Section 2.02(e) given or submitted by Borrower; or


 


(4)                                  any failure by
Borrower to prepay a LIBOR Loan or Bid Rate Loan on the date specified in a
notice of prepayment.


 


Without limiting the foregoing, such compensation shall include an
amount equal to the present value (using as the discount rate an interest rate
equal to the rate determined under (2) below) of the excess, if any, of (1) the
amount of interest (less the Applicable Margin) which otherwise would have
accrued on the principal amount so paid, prepaid, Converted or Continued (or
not Converted, Continued or borrowed) for the period from the date of such
payment, prepayment, Conversion or Continuation (or failure to Convert,
Continue or borrow) to the last day of the then current applicable Interest
Period (or, in the case of a failure to Convert, Continue or borrow, to the
last day of the applicable Interest Period which would have commenced on the
date specified therefor in the relevant notice) at the applicable rate of
interest for the LIBOR Loan or Bid Rate Loan provided for herein, over (2) the
amount of interest (as reasonably determined by such Bank) based upon the
interest rate which such Bank would have bid in the London interbank market for
Dollar deposits, for amounts comparable to such principal amount and maturities
comparable to such period.  A
determination of any Bank as to the amounts payable pursuant to this
Section shall be conclusive absent manifest error.


 


The obligations of Borrower under this Section shall survive the
repayment of all amounts due under or in connection with any of the Loan
Documents and the termination of the Loan Commitments in respect of the period
prior to such termination.


 


SECTION 3.06.                 Capital
Adequacy.  If any Bank shall
have determined that, after the date hereof, the adoption of, or any change in,
any applicable law, rule or regulation regarding capital adequacy, or any
change in the interpretation or administration thereof by any 


 


33

















 


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) of any such
Governmental 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 deemed by such Bank to be material,
then from time to time, within fifteen (15) days after demand by such Bank
(with a copy to Administrative Agent), Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank (or its Parent) for
such reduction.  A certificate of any
Bank claiming compensation under this Section, setting forth in reasonable
detail the basis therefor, shall be conclusive absent manifest error.  The obligations of Borrower under this
Section shall survive the repayment of all amounts due under or in
connection with any of the Loan Documents and the termination of the Loan
Commitments in respect of the period prior to such termination.


 


SECTION 3.07.                 Substitution
of Banks.  If any Bank (an “Affected
Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise
required to pay) Additional Costs pursuant to Section 3.01 or (ii) is
unable to make or maintain a LIBOR Loan or Bid Rate Loan as a result of a
condition described in Section 3.03 or clause (2) of Section 3.02,
Borrower may, within ninety (90) days of receipt of such demand or notice (or
the occurrence of such other event causing Borrower to be required to pay
Additional Costs or causing Section 3.03 or clause (2) of Section 3.02
to be applicable), as the case may be, give written notice (a “Replacement
Notice”) to Administrative Agent and to each Bank of Borrower’s intention
either (x) to prepay in full the Affected Bank’s Note and to terminate the
Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with
another financial institution (the “Replacement Bank”) designated in
such Replacement Notice.  After its
replacement, an Affected Bank shall remain entitled to the benefits of Sections
3.01, 3.06, 10.13 and 12.04 in respect of the period prior to its replacement.


 


In the event Borrower opts to give the notice provided for in clause
(x) above, and if the Affected Bank shall not agree within thirty (30) days of
its receipt thereof to waive the payment of the Additional Costs in question or
the effect of the circumstances described in Section 3.03 or clause (2) of
Section 3.02, then, so long as no Default or Event of Default shall exist,
Borrower may (notwithstanding the provisions of clause (2) of Section 2.16(a))
terminate the Affected Bank’s entire Loan Commitment, provided that in
connection therewith it pays to the Affected Bank all outstanding principal and
accrued and unpaid interest under the Affected Bank’s Note, together with all
other amounts, if any, due from Borrower to the Affected Bank, including all
amounts properly demanded and unreimbursed under Sections 3.01 and 3.05.  After any termination as provided in this
paragraph, an Affected Bank shall remain entitled to the benefits of Sections
3.01, 3.06, 10.13 and 12.04 in respect of the period prior to such termination.


 


In the event Borrower opts to give the notice provided for in clause
(y) above, and if (i) Administrative Agent shall, within thirty (30) days of
its receipt of the Replacement Notice, notify Borrower and each Bank in writing
that the Replacement Bank is reasonably satisfactory to Administrative Agent
and (ii) the Affected Bank shall not, prior to the end of such thirty (30) day
period, agree to waive the payment of the Additional Costs in question or the
effect of the 


 


34

















 


circumstances described in Section 3.03 or clause (2) of Section 3.02,
then the Affected Bank shall, so long as no Default or Event of Default shall
exist, assign its Note and all of its rights and obligations under this
Agreement to the Replacement Bank, and the Replacement Bank shall assume all of
the Affected Bank’s rights and obligations, pursuant to an agreement,
substantially in the form of an Assignment and Assumption Agreement, executed
by the Affected Bank and the Replacement Bank. 
In connection with such assignment and assumption, the Replacement Bank
shall pay to the Affected Bank an amount equal to the outstanding principal
amount under the Affected Bank’s Note plus all interest accrued thereon, plus
all other amounts, if any (other than the Additional Costs in question), then
due and payable to the Affected Bank; provided, however, that
prior to or simultaneously with any such assignment and assumption, Borrower
shall have paid to such Affected Bank all amounts properly demanded and
unreimbursed under Sections 3.01 and 3.05. 
Upon the effective date of such assignment and assumption, the
Replacement Bank shall become a Bank Party to this Agreement and shall have all
the rights and obligations of a Bank as set forth in such Assignment and
Assumption Agreement, and the Affected Bank shall be released from its
obligations hereunder, and no further consent or action by any party shall be
required.  Upon the consummation of any
assignment pursuant to this Section, a substitute Ratable Loan Note shall be
issued to the Replacement Bank by Borrower, in exchange for the return of the
Affected Bank’s Ratable Loan Note.  The
obligations evidenced by such substitute note shall constitute “Obligations”
for all purposes of this Agreement and the other Loan Documents.  If the Replacement Bank is not incorporated
under the laws of the United States of America or a state thereof, it shall,
prior to the first date on which interest or fees are payable hereunder for its
account, deliver to Borrower and Administrative Agent a certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 10.13. 
Each Replacement Bank shall be deemed to have made the representations
contained in, and shall be bound by the provisions of, Section 10.13.  After any assignment as provided in this
paragraph, an Affected Bank shall remain entitled to the benefits of Sections
3.01, 3.06, 10.13 and 12.04 in respect of the period prior to such assignment.


 


Borrower, Administrative Agent and the Banks shall execute such
modifications to the Loan Documents as shall be reasonably required in
connection with and to effectuate the foregoing.


 


ARTICLE IV


 


CONDITIONS PRECEDENT


 


SECTION 4.01.                 Conditions Precedent to the Loans.  The obligations of the Banks hereunder and
the obligation of each Bank to make the Initial Advance are subject to the
condition precedent that Administrative Agent shall have received on or before
the Execution Date (other than with respect to paragraphs (11), (14) and (18)
below, which shall be required by the Closing Date) each of the following
documents, and each of the following requirements shall have been fulfilled:


 


(1)                                  Fees and Expenses.  The payment of all fees and expenses owed to
or incurred by Administrative Agent (including, without limitation, the
reasonable fees and expenses of legal counsel);


 


35

















 


(2)                                  Note.  The Ratable Loan Note for each Bank and the
Bid Rate Loan Note for Administrative Agent, each duly executed by Borrower;


 


(3)                                  Financial
Statements.  Audited VRT
Consolidated Financial Statements as of and for the year ended
December 31, 2002;


 


(4)                                  Certificates of
Limited Partnership/Trust.  A copy
of the Certificate of Limited Partnership for Borrower and a copy of the
articles of trust of General Partner, each certified by the appropriate
Secretary of State or equivalent state official;


 


(5)                                  Agreements of Limited
Partnership/Bylaws.  A copy of the
Agreement of Limited Partnership for Borrower and a copy of the by-laws of
General Partner, including all amendments thereto, each certified by the
Secretary or an Assistant Secretary of General Partner as being in full force
and effect on the Execution Date;


 


(6)                                  Good Standing
Certificates.  A certified copy of a
certificate from the Secretary of State or equivalent state official of the
states where Borrower and General Partner are organized, dated as of the most
recent practicable date, showing the good standing or partnership qualification
of (i) Borrower and (ii) General Partner;


 


(7)                                  Foreign
Qualification Certificates.  A
certified copy of a certificate from the Secretary of State or equivalent state
official of the state where Borrower and General Partner maintain their
principal place of business, dated as of the most recent practicable date,
showing the qualification to transact business in such state as a foreign
limited partnership or foreign trust, as the case may be, for (i) Borrower and
(ii) General Partner;


 


(8)                                  Resolutions.  A copy of a resolution or resolutions
adopted by the Board of Trustees of General Partner, certified by the Secretary
or an Assistant Secretary of General Partner as being in full force and effect
on the Execution Date, authorizing the Loans provided for herein and the
execution, delivery and performance of the Loan Documents to be executed and
delivered by General Partner hereunder on behalf Borrower;


 


(9)                                  Incumbency
Certificate.  A certificate, signed
by the Secretary or an Assistant Secretary of General Partner and dated the
Execution Date, as to the incumbency, and containing the specimen signature or
signatures, of the Persons authorized to execute and deliver the Loan Documents
to be executed and delivered by it and Borrower hereunder;


 


(10)                            Solvency Certificate.  A Solvency Certificate, duly executed, from
Borrower;


 


(11)                            Opinion of Counsel for
Borrower.  Favorable opinions, dated
the Closing Date, from counsels for Borrower and General Partner, as to such
matters as Administrative Agent may reasonably request;


 


(12)                            Authorization Letter.  The Authorization Letter, duly executed by
Borrower;


 


36

















 


(13)                            Guaranty.  The Guaranty duly executed by General
Partner;


 


(14)                            Request for Advance.  A request for an advance in accordance with
Section 2.05;


 


(15)                            Certificate.  The following statements shall be true and
Administrative Agent shall have received a certificate dated the Execution Date
signed by a duly authorized signatory of Borrower stating, to the best of the
certifying party’s knowledge, the following:


 


(a)                                  All representations
and warranties contained in this Agreement and in each of the other Loan
Documents are true and correct on and as of the Execution Date as though made
on and as of such date, and


 


(b)                                 No Default or Event of
Default has occurred and is continuing, or could result from the transactions
contemplated by this Agreement and the other Loan Documents;


 


(16)                            Compliance Certificate.  A certificate of the sort required by
paragraph (3) of Section 6.09; and


 


(17)                            Insurance.  Evidence of the insurance described in
Section 5.17.


 


(18)                            Prior Credit Agreement.  Repayment, with the proceeds of the Initial
Advance, of all loans under the Prior Credit Agreement and termination of the
Prior Credit Agreement.


 


SECTION 4.02.                 Conditions Precedent to Advances
After the Initial Advance. 
The obligation of each Bank to make any advance of the Loans subsequent
to the Initial Advance shall be subject to satisfaction of the following
conditions precedent:


 


(1)                                  No Default or Event
of Default shall have occurred and be continuing, or could result from the
transactions contemplated by this Agreement and the other Loan Documents, as of
the date of such advance;


 


(2)                                  Each of the
representations and warranties contained in this Agreement and in each of the
other Loan Documents shall be true and correct as of the date of the advance;
and


 


(3)                                  Administrative Agent
shall have received a request for an advance in accordance with Section
2.05.


 


37

















 


SECTION 4.03.                 Deemed Representations.  Each request by Borrower for, and acceptance
by Borrower of, an advance of proceeds of the Loans shall constitute a representation
and warranty by Borrower and General Partner that, as of both the date of such
request and the date of such advance (1) no Default or Event of Default has
occurred and is continuing, or could result from the transactions contemplated
by this Agreement and the other Loan Documents and (2) each of the
representations and warranties contained in this Agreement and in each of the
other Loan Documents is true and correct. 
In addition, the request by Borrower for, and acceptance by Borrower of,
the Initial Advance shall constitute a representation and warranty by Borrower
and General Partner that, as of the Closing Date, each certificate delivered
pursuant to Section 4.01 is true and correct.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Borrower (and General Partner, if expressly included in Sections
contained in this Article) represents and warrants to Administrative Agent and
each Bank as follows:


 


SECTION 5.01.                 Existence. 
Borrower is a limited partnership duly organized and existing under the
laws of the State of Delaware, with its principal place of business in the
State of New Jersey, and is duly qualified as a foreign limited partnership,
properly licensed, in good standing and has all requisite authority to conduct
its business in each jurisdiction in which it owns properties or conducts
business except where the failure to be so qualified or to obtain such
authority would not constitute a Material Adverse Change.  Each of its Consolidated Businesses is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and has all requisite authority to conduct its business in each
jurisdiction in which it owns property or conducts business, except where the
failure to be so qualified or to obtain such authority would not constitute a
Material Adverse Change.  General
Partner is a real estate investment trust duly organized and existing under the
laws of the State of Maryland, with its principal place of business in the State
of New Jersey, is duly qualified as a foreign corporation or trust and properly
licensed and in good standing in each jurisdiction where the failure to qualify
or be licensed would constitute a Material Adverse Change.  The stock of General Partner is listed on
the New York Stock Exchange.


 


SECTION 5.02.                 Corporate/Partnership Powers.  The execution, delivery and performance of
this Agreement and the other Loan Documents required to be delivered by
Borrower hereunder are within its partnership authority and the trust power of
General Partner, have been duly authorized by all requisite action, and are not
in conflict with the terms of any organizational instruments of such entity, or
any instrument or agreement to which Borrower or General Partner is a party or
by which Borrower, General Partner or any of their respective assets may be
bound or affected.


 


SECTION 5.03.                 Power of Officers.  The officers of General Partner executing the Loan Documents
required to be delivered by it on behalf of Borrower hereunder have been duly
elected or appointed and were fully authorized to execute the same at the time
each such Loan Document was executed.


 


38

















 


SECTION 5.04.                 Power and Authority; No Conflicts;
Compliance With Laws. 
The execution and delivery of, and the performance of the obligations
required to be performed by Borrower and General Partner under, the Loan
Documents do not and will not (a) violate any provision of, or, except for
those which have been made or obtained, require any filing (other than SEC
disclosure filings), registration, consent or approval under, any Law
(including, without limitation, Regulation U), order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to either of them, (b) result in a breach of or constitute a
default under or require any consent under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which either of them
may be a party or by which either of them or their properties may be bound or
affected except for consents which have been obtained, (c) result in, or
require, the creation or imposition of any Lien, upon or with respect to any of
its properties now owned or hereafter acquired, or (d) cause either of them to
be in default under any such Law, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument;
to the best of their knowledge, Borrower and General Partner are in compliance
with all Laws applicable to them and their properties where the failure to be
in compliance would cause a Material Adverse Change to occur.


 


SECTION 5.05.                 Legally Enforceable Agreements.  Each Loan Document is a legal, valid and
binding obligation of Borrower and/or General Partner, as the case may be,
enforceable in accordance with its terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors’ rights generally.


 


SECTION 5.06.                 Litigation. 
Except as disclosed in General Partner’s SEC Reports existing as of the
date hereof, there are no investigations, actions, suits or proceedings pending
or, to its knowledge, threatened against Borrower, General Partner or any of
their Affiliates before any court or arbitrator or any Governmental Authority
reasonably likely to (i) have a material effect on Borrower’s ability to repay
the Loans, (ii) result in a Material Adverse Change, or (iii) affect the
validity or enforceability of any Loan Document.


 


SECTION 5.07.                 Good Title to Properties.  Borrower and each of its Affiliates have
good, marketable and legal title to all of the properties and assets each of
them purports to own (including, without limitation, those reflected in the
December 31, 2002 financial statements referred to in Section 5.15 and
only with exceptions which do not materially detract from the value of such
property or assets or the use thereof in Borrower’s and such Affiliate’s
business, and except to the extent that any such properties and assets have
been encumbered or disposed of since the date of such financial statements
without violating any of the covenants contained in Article VII or elsewhere in
this Agreement).  Borrower and its
Material Affiliates enjoy peaceful and undisturbed possession of all leased
property under leases which are valid and subsisting and are in full force and
effect, except to the extent that the failure to be so would not likely result
in a Material Adverse Change.


 


SECTION 5.08.                 Taxes.  Borrower
and General Partner have filed all tax returns (federal, state and local)
required to be filed and have paid all taxes, assessments and governmental
charges and levies due and payable without the imposition of a penalty,
including interest and penalties, except to the extent they are the subject of
a Good Faith Contest.


 


39

















 


SECTION 5.09.                 ERISA.  To the
knowledge of Borrower, each Plan and Multiemployer Plan is in compliance in all
material respects with its terms and all applicable provisions of ERISA.  Neither a Reportable Event nor a Prohibited
Transaction has occurred with respect to any Plan that, assuming the taxable
period of the transaction expired as of the date hereof, could subject Borrower,
General Partner or any ERISA Affiliate to a tax or penalty imposed under
Section 4975 of the Code or Section 502(i) of ERISA in an amount that is in
excess of $50,000; no Reportable Event has occurred with respect to any Plan
within the last six (6) years; no notice of intent to terminate a Plan has been
filed nor has any Plan been terminated within the past five (5) years; neither
Borrower nor General Partner is aware of any circumstances which constitutes
grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings
to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC
instituted any such proceedings; Borrower, General Partner and the ERISA
Affiliates have not incurred any withdrawal liability with respect to a
Multiemployer Plan which has not been completely discharged or which is likely
to result in a Material Adverse Change; Borrower, General Partner and the ERISA
Affiliates have met the minimum funding requirements of Section 412 of the Code
and Section 302 of ERISA of each with respect to the Plans of each and there
was no Unfunded Current Liability with respect to any Plan established or
maintained by each as of the last day of the most recent plan year of each
Plan; and Borrower, General Partner and the ERISA Affiliates have not incurred
any liability to the PBGC under ERISA (other than for the payment of premiums
under Section 4007 of ERISA). None of the assets of Borrower or General Partner
under this Agreement constitute “plan assets” of any “employee benefit plan”
within the meaning of ERISA or of any “plan” within the meaning of Section
4975(e)(1) of the Code, as interpreted by the Internal Revenue Service and the
U.S.  Department of Labor in rules,
regulations, releases or bulletins or as interpreted under applicable case law.


 


SECTION 5.10.                 No Default on Outstanding Judgments
or Orders.  Borrower and
General Partner have satisfied all judgments which are not being appealed and
are not in default with respect to any rule or regulation which is likely to
result in a Material Adverse Change or any judgment, order, writ, injunction or
decree applicable to Borrower or General Partner, of any court, arbitrator or
federal, state, municipal or other Governmental Authority, commission, board,
bureau, agency or instrumentality, domestic or foreign.


 


SECTION 5.11.                 No Defaults on Other Agreements.  Except as disclosed to the Bank Parties in
writing or as disclosed in General Partner’s SEC Reports existing as of the
date hereof, Borrower or General Partner, to the best of their knowledge, are
not a party to any indenture, loan or credit agreement or any lease or other
agreement or instrument or subject to any partnership, trust or other
restriction which is likely to result in a Material Adverse Change.  To the best of their knowledge, neither
Borrower nor General Partner is in default in any respect in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument which is likely to result in a
Material Adverse Change.


 


SECTION 5.12.                 Government Regulation.  Neither Borrower nor General Partner is
subject to regulation under the Investment Company Act of 1940 or any statute
or regulation limiting any such Person’s ability to incur indebtedness for
money borrowed as contemplated hereby.


 


40

















 


SECTION 5.13.                 Environmental Protection.  To Borrower’s knowledge, except as disclosed
in General Partner’s SEC Reports existing as of the date hereof, none of
Borrower’s or its Affiliates’ properties contains any Hazardous Materials that,
under any Environmental Law currently in effect, (1) would impose liability on
Borrower or General Partner that is likely to result in a Material Adverse
Change, or (2) is likely to result in the imposition of a Lien on any assets of
Borrower, General Partner or any Material Affiliates that is likely to result
in a Material Adverse Change.  To
Borrower’s knowledge, neither it, General Partner nor any Material Affiliates
are in violation of, or subject to any existing, pending or threatened
investigation or proceeding by any Governmental Authority under any
Environmental Law that is likely to result in a Material Adverse Change.


 


SECTION 5.14.                 Solvency. 
Borrower and General Partner are, and upon consummation of the
transactions contemplated by this Agreement, the other Loan Documents and any
other documents, instruments or agreements relating thereto, will be, Solvent.


 


SECTION 5.15.                 Financial Statements.  The VRT Consolidated Financial Statements
most recently delivered to the Banks prior to the date of this Agreement are in
all material respects complete and correct and fairly present the financial
condition and results of operations of the subjects thereof as of the dates of
and for the periods covered by such statements, all in accordance with
GAAP.  There has been no Material
Adverse Change since the date of such most recently delivered VRT Consolidated
Financial Statements.


 


SECTION 5.16.                 Valid Existence of Affiliates.  Each Material Affiliate is an entity duly
organized and existing in good standing under the laws of the jurisdiction of
its formation.  As to each Material
Affiliate, its correct name, the jurisdiction of its formation, Borrower’s
direct or indirect percentage of beneficial interest therein, and the type of
business in which it is primarily engaged, are set forth on EXHIBIT F.  Borrower and each of its Material Affiliates
have the power to own their respective properties and to carry on their
respective businesses now being conducted. 
Each Material Affiliate is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the respective businesses conducted by it or its respective properties, owned
or held under lease, make such qualification necessary and where the failure to
be so qualified would have the effect of a Material Adverse Change.


 


SECTION 5.17.                 Insurance. 
Borrower and each of its Affiliates has in force paid insurance with
financially sound and reputable insurance companies or associations in such
amounts and covering such risks as are usually carried by companies engaged in
the same or a similar business and similarly situated and reasonably acceptable
to Administrative Agent.


 


SECTION 5.18.                 Accuracy of Information; Full
Disclosure.  Neither this
Agreement nor any documents, financial statements, reports, notices, schedules,
certificates, statements or other writings furnished by or on behalf of
Borrower to Administrative Agent or any Bank in connection with the negotiation
of this Agreement or the consummation of the transactions contemplated hereby,
or required herein to be furnished by or on behalf of Borrower (other than
projections which are made by Borrower in good faith), contains any untrue or
misleading statement of a material fact or omits a material fact necessary to
make the statements herein or therein not misleading.  There is no fact which Borrower has not disclosed to


 


41

















 


Administrative Agent and the Banks in writing or which is not included
in General Partner’s SEC Reports which materially affects adversely or, so far
as Borrower can now foresee, will materially affect adversely the business or
financial condition of Borrower or the ability of Borrower to perform this
Agreement and the other Loan Documents.


 


SECTION 5.19.                 Use of Proceeds.  All proceeds of the Loans will be used by Borrower only in
accordance with the provisions of this Agreement.  Neither the making of any Loan nor the use of the proceeds thereof
nor any other extension of credit hereunder will violate or be inconsistent
with the provisions of Regulations T, U, or X of the Federal Reserve
Board.  No Swingline Loan shall be used more
than once for the purpose of refinancing another Swingline Loan, in whole or
part.


 


SECTION 5.20.                 Governmental Approvals.  No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or 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 5.21.                 Principal Offices.  As of the Closing Date, the principal office, chief executive
office and principal place of business of Borrower and General Partner is 888
Seventh Avenue, New York, New York 
10019.


 


SECTION 5.22.                 REIT Status. 
General Partner is qualified and General Partner intends to continue to
qualify as a REIT.


 


SECTION 5.23.                 Labor Matters. 
Except as disclosed on EXHIBIT I, (i) as of the date hereof, there are
no collective bargaining agreements or Multiemployer Plans covering the
employees of Borrower, General Partner, or any ERISA Affiliate and (ii) neither
Borrower, General Partner, nor any ERISA Affiliate has suffered any strikes,
walkouts, work stoppages or other material labor difficulty within the last
five years which would result in a Material Adverse Change.


 


SECTION 5.24.                 Organizational Documents.  The documents delivered pursuant to Section
4.01(4) and (5) constitute, as of the Closing Date, all of the organizational
documents of the Borrower and General Partner. 
Borrower represents that it has delivered to Administrative Agent true,
correct and complete copies of each such documents.  General Partner is the general partner of the Borrower.  General Partner holds (directly or
indirectly) not less than  seventy-nine percent (79%) of the
ownership interests in Borrower as of the Execution Date.


 


42

















 


ARTICLE VI


 


AFFIRMATIVE COVENANTS


 


So long as any of the Notes shall remain unpaid or the Loan Commitments
remain in effect, or any other amount is owing by Borrower to any Bank
hereunder or under any other Loan Document, Borrower and General Partner shall
each:


 


SECTION 6.01.                 Maintenance of Existence.  Preserve and maintain its legal existence
and, if applicable, good standing in the jurisdiction of organization and, if
applicable, qualify and remain qualified as a foreign entity in each
jurisdiction in which such qualification is required, except to the extent that
failure to so qualify is not likely to result in a Material Adverse Change.


 


SECTION 6.02.                 Maintenance of Records.  Keep adequate records and books of account,
in which complete entries will be made in accordance with GAAP, except as
disclosed in Borrower’s or General Partner’s financial statements, reflecting
all of its financial transactions.


 


SECTION 6.03.                 Maintenance of Insurance.  At all times, maintain and keep in force,
and cause each of its Material Affiliates to maintain and keep in force,
insurance with financially sound and reputable insurance companies or
associations in such amounts and covering such risks as are usually carried by
companies engaged in the same or a similar business and similarly situated, which
insurance may provide for reasonable deductibility from coverage thereof.


 


SECTION 6.04.                 Compliance with Laws; Payment of
Taxes.  Comply in all material
respects with all Laws applicable to it or to any of its properties or any part
thereof, such compliance to include, without limitation, paying before the same
become delinquent all taxes, assessments and governmental charges imposed upon
it or upon any of its property, except to the extent they are the subject of a
Good Faith Contest.


 


SECTION 6.05.                 Right of Inspection.  At any reasonable time and from time to time
upon reasonable notice, permit Administrative Agent or any Bank or any agent or
representative thereof (provided that, at Borrower’s request,
Administrative Agent or such Bank, representative must be accompanied by a
representative of Borrower), to examine and make copies and abstracts from the
records and books of account of, and visit the properties of, Borrower and to
discuss the affairs, finances and accounts of Borrower with the independent
accountants of Borrower.


 


SECTION 6.06.                 Compliance With Environmental Laws.  Comply in all material respects with all
applicable Environmental Laws and immediately pay or cause to be paid all costs
and expenses incurred in connection with such compliance, except to the extent
there is a Good Faith Contest.


 


SECTION 6.07.                 Payment of Costs.  Pay all costs and expenses required for the satisfaction of the
conditions of this Agreement.


 


43

















 


SECTION 6.08.                 Maintenance of Properties.  Do all things reasonably necessary to
maintain, preserve, protect and keep its and its Affiliates’ properties in good
repair, working order and condition except where the failure will not result in
a Material Adverse Change.


 


SECTION 6.09.                 Reporting and Miscellaneous
Document Requirements. 
Furnish to Administrative Agent (which shall promptly distribute to each
of the Banks):


 


(1)                                  Annual Financial
Statements.  As soon as available
and in any event within ninety-five (95) days after the end of each Fiscal
Year, the VRT Consolidated Financial Statements as of the end of and for such
Fiscal Year, in reasonable detail and stating in comparative form the
respective figures for the corresponding date and period in the prior Fiscal
Year and audited by Borrower’s Accountants;


 


(2)                                  Quarterly
Financial Statements.  As soon as
available and in any event within fifty (50) days after the end of each
calendar quarter (other than the last quarter of the Fiscal Year), the
unaudited VRT Consolidated Financial Statements as of the end of and for such
calendar quarter, in reasonable detail and stating in comparative form the
respective figures for the corresponding date and period in the prior Fiscal
Year;


 


(3)                                  Certificate of No
Default and Financial Compliance. 
Within fifty (50) days after the end of each of the first three quarters
of each Fiscal Year and within ninety-five (95) days after the end of each
Fiscal Year, a certificate of the chief financial officer or treasurer of
General Partner (a) stating that, to the best of his or her knowledge, no
Default or Event of Default has occurred and is continuing, or if a Default or
Event of Default has occurred and is continuing, specifying the nature thereof
and the action which is proposed to be taken with respect thereto; (b) stating
that the covenants contained in Section 7.02 and in Article VIII have been
complied with (or specifying those that have not been complied with) and
including computations demonstrating such compliance (or non-compliance); (c)
setting forth the details by property (or by pool of properties where the pool
of properties secures a particular loan) of all items comprising Total
Outstanding Indebtedness (including amount, maturity, interest rate and
amortization requirements), Capitalization Value, Secured Indebtedness,
Combined EBITDA, Unencumbered Combined EBITDA, Interest Expense, Unsecured
Interest Expense and Unsecured Indebtedness; and (d) only at the end of each
Fiscal Year stating Borrower’s taxable income;


 


(4)                                  Certificate of
Borrower’s Accountants.  Within
ninety-five (95) days after the end of each Fiscal Year, (a) a statement of
Borrower’s Accountants who audited such financial statements comparing the
computations set forth in the financial compliance certificate required by
paragraphs (3)(b) and (d) of this Section 6.09 to the audited financial
statements required by paragraph (1) of this Section 6.09 and (b) when the
audited financial statements required by paragraph (1) of this Section 6.09
have a qualified auditor’s opinion, a statement of Borrower’s Accountants who
audited such financial statements of whether any Default or Event of Default
has occurred and is continuing;


 


44

















 


(5)                                  Notice of
Litigation.  Promptly after the
commencement and knowledge thereof, notice of all actions, suits, and
proceedings before any court or arbitrator, affecting Borrower or General
Partner which, if determined adversely to Borrower or General Partner is likely
to result in a Material Adverse Change and which would be required to be
reported in Borrower’s or General Partner’s SEC Reports;


 


(6)                                  Notice of ERISA
Events.  Promptly after the
occurrence thereof, notice of any action or event described in clauses (c), (d)
or (f) of Section 9.01(7);


 


(7)                                  Notices of
Defaults and Events of Default.  As
soon as possible and in any event within ten (10) days after Borrower becomes
aware of the occurrence of a material Default or any Event of Default a written
notice setting forth the details of such Default or Event of Default and the
action which is proposed to be taken with respect thereto;


 


(8)                                  Sales or
Acquisitions of Assets.  Promptly
after the occurrence thereof, written notice of any Disposition or acquisition
of assets (other than acquisitions or Dispositions of investments such as
certificates of deposit, Treasury securities and money market deposits in the
ordinary course of Borrower’s cash management) in excess of One Hundred Million
Dollars ($100,000,000) and,  in the case
of any acquisition of such an asset, within ten (10) Banking Days after
Administrative Agent’s request, copies of the agreements governing the
acquisition and historical financial information and Borrower’s projections
with respect to the property acquired;


 


(9)                                  Material Adverse
Change.  As soon as is practicable
and in any event within five (5) days after knowledge of the occurrence of any
event or circumstance which is likely to result in or has resulted in a
Material Adverse Change and which would be required to be reported in General
Partner’s SEC Reports, written notice thereof;


 


(10)                            Bankruptcy of Tenants.  Promptly after becoming aware of the same,
written notice of the bankruptcy, insolvency or cessation of operations of any
tenant in any property of Borrower or in which Borrower has an interest to
which four percent (4%) or more of aggregate minimum rent payable to Borrower
directly or through its Consolidated Businesses or UJVs is attributable;


 


(11)                            Offices.  Thirty (30) days’ prior written notice of
any change in the chief executive office or principal place of business of
Borrower;


 


(12)                            Environmental and Other
Notices.  As soon as possible and in
any event within thirty (30) days after receipt, copies of all Environmental
Notices received by Borrower which are not received in the ordinary course of
business and which relate to a previously undisclosed situation which is likely
to result in a Material Adverse Change;


 


(13)                            Insurance Coverage.  Promptly, such information concerning
Borrower’s insurance coverage as Administrative Agent may reasonably request;


 


(14)                            Proxy Statements. Etc.  Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports which
Borrower, General Partner or any Material Affiliate sends to its respective
shareholders, and copies of all regular,


 


45

















 


periodic and special reports, and all registration statements, which
Borrower, General Partner or any Material Affiliate files with the Securities
and Exchange Commission or any Governmental Authority which may be substituted
therefor, or with any national securities exchange;


 


(15)                            Rent Rolls.  As soon as available and in any event within
ninety-five (95) days after the end of each Fiscal Year, a rent roll, tenant
sales report and operating statement for each property directly or indirectly
owned in whole or in part by Borrower, except for any property owned indirectly
by Borrower on the date hereof in which Borrower owns less than fifteen percent
(15%) of the beneficial interests in such property;


 


(16)                            Capital Expenditures.  As soon as available and in any event within
ninety-five (95) days after the end of each Fiscal Year, a schedule of such
Fiscal Year’s capital expenditures and a budget for the next Fiscal Year’s
planned capital expenditures for each property directly or indirectly owned in
whole or in part by Borrower, except for any property owned indirectly by
Borrower on the date hereof in which Borrower owns less than fifteen percent
(15%) of the beneficial interests in such property;


 


(17)                            Change in Borrower’s
Credit Rating.  Within two (2)
Banking Days after Borrower’s receipt of notice of any change in Borrower’s
Credit Rating, written notice of such change; and


 


(18)                            General Information.  Promptly, such other information respecting
the condition or operations, financial or otherwise, of Borrower or any
properties of Borrower as Administrative Agent or any Bank may from time to
time reasonably request.


 


SECTION 6.10.                 Management. 
At all times, cause Borrower or its Affiliates to provide property
management services for at least seventy-five percent (75%) of the total square
footage of the properties then owned, directly or indirectly, in whole or in
part by Borrower, but excluding properties owned by Borrower’s Affiliates in
which Borrower does not have the right to designate the provider of such
services.


 


SECTION 6.11.                 General Partner Status.


 


(a)                                  Status.  General Partner 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
REIT.


 


(b)                                 Indebtedness.  General Partner shall not, directly or
indirectly, create, incur, assume or otherwise become or remain directly or
indirectly liable with respect to any Debt (excluding any such liability in its
capacity as general partner of Borrower or arising as a matter of law), except:


 


(1)                                  the Obligations; and


 


46

















 


(2)                                  Debt of Borrower for
which there is recourse to General Partner which, after giving effect thereto,
may be incurred or may remain outstanding without giving rise to an Event of
Default or Default.


 


(c)                                  Restriction
on Fundamental Changes.


 


(1)                                  General Partner shall
not have an investment in any Person other than (i) Borrower or indirectly
through Borrower, (ii) the interests identified on EXHIBIT J as being
owned by General Partner, (iii) such investments which it holds as a nominee of
Borrower, and (iv) wholly owned Affiliates and Taxable REIT Subsidiaries (as
defined in the Code) but only to the extent the investment in any wholly owned
Affiliate or Subsidiary does not result in a Material Adverse Change.


 


(2)                                  General Partner shall
not acquire an interest in any property or assets other than (i)
securities issued by Borrower, (ii) the interests identified on EXHIBIT J
attached hereto, (iii) such investments which it holds as a nominee of
Borrower, and (iv) wholly owned Affiliates and Taxable REIT Subsidiaries but
only to the extent the acquisition of an interest in any wholly-owned Affiliate
or Taxable REIT Subsidiary does not result in a Material Adverse Change.


 


ARTICLE VII


 


NEGATIVE COVENANTS


 


So long as any of the Notes shall remain unpaid, or the Loan
Commitments remain in effect, or any other amount is owing by Borrower to
Administrative Agent or any Bank hereunder or under any other Loan Document,
Borrower and General Partner shall each not do any or all of the following:


 


SECTION 7.01.                 Mergers Etc. 
Merge or consolidate with (except where Borrower or General Partner is
the surviving entity and no Default or Event of Default has occurred and is
continuing), or sell, assign, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) (or enter into any agreement
to do any of the foregoing).  Neither
Borrower nor General Partner shall liquidate, wind up or dissolve (or suffer
any liquidation or dissolution) or discontinue its business.


 


SECTION 7.02.                 Investments. 
Make any loan or advance to any Person or purchase or otherwise acquire
any capital stock, assets, obligations or other securities of, make any capital
contribution to, or otherwise invest in, or acquire any interest in, any Person
(any such transaction, an “Investment”) if such Investment constitutes
the acquisition of a minority interest in a Person (a “Minority Interest”)
and the amount of such Investment, together with the value of all other
Minority Interests acquired after the Closing Date contributing to Equity
Value, would exceed fifteen percent (15%) of Capitalization Value.  A fifty percent (50%) beneficial interest in
a Person, in connection with which the holder thereof exercises joint control
over such


 


47

















 


Person with the holder(s) of the other fifty percent (50%) beneficial
interest, shall constitute a “Minority Interest” for purposes of this Section.


 


SECTION 7.03.                 Amendments to Organizational
Documents


 


(a)                                  Amend Borrower’s agreement of
limited partnership or other organizational documents in any manner that would
result in a Material Adverse Change without the Required Banks’ consent, which
consent shall not be unreasonably withheld. 
Without limitation of the foregoing, no Person shall be admitted as a
general partner of the Borrower other than General Partner.


 


(b)                                 Amend
General Partner’s articles of incorporation, by-laws, or other organizational
documents in any manner that would result in a Material Adverse Change without
the Required Banks’ consent, which consent shall not be unreasonably withheld.


 


(c)                                  Make
any “in-kind” transfer of any of Borrower’s property or assets to any of
Borrower’s constituent partners if such transfer would result in an Event of
Default.


 


ARTICLE VIII


 


FINANCIAL COVENANTS


 


So long as any of the Notes shall remain unpaid, or the Loan
Commitments remain in effect, or any other amount is owing by Borrower to
Administrative Agent or any Bank under this Agreement or under any other Loan
Document, Borrower shall not permit or suffer:


 


SECTION 8.01.                 Equity Value. 
At any time, Equity Value to be less than Three Billion Dollars
($3,000,000,000).


 


SECTION 8.02.                 Relationship of Total
Outstanding Indebtedness to Capitalization Value.  At any time, Total Outstanding Indebtedness
to exceed sixty percent (60%) of Capitalization Value.


 


SECTION 8.03.                 Relationship of Combined EBITDA
to Interest Expense.  The
ratio of (1) Combined EBITDA to (2) Interest Expense, each measured as of the
most recently ended calendar quarter, to be less than 2.00 to 1.00.


 


SECTION 8.04.                 Relationship of Combined EBITDA
to Fixed Charges.  The
ratio of Combined EBITDA to Fixed Charges, each measured as of the most
recently ended calendar quarter, to be less than 1.40 to 1.00.


 


SECTION 8.05.                 Relationship of Unencumbered
Combined EBITDA to Unsecured Interest Expense.  The ratio of Unencumbered Combined EBITDA to
Unsecured Interest Expense, each measured as of the most recently ended
calendar quarter, to be less than 1.50 to 1.00.


 


48

















 


SECTION 8.06.                 Relationship of Unsecured
Indebtedness to Capitalization Value of Unencumbered Assets.  At any time, Unsecured Indebtedness to
exceed sixty percent (60%) of Capitalization Value of Unencumbered Assets.


 


SECTION 8.07.                 Relationship of Secured
Indebtedness to Capitalization Value.  The ratio of Secured Indebtedness to Capitalization Value, each
measured as of the most recently ended calendar quarter, to exceed 55%.


 


ARTICLE IX


 


EVENTS OF
DEFAULT


 


SECTION 9.01.                 Events
of Default.  Any of the following
events shall be an “Event of Default”:


 


(1)                                  If Borrower shall:
fail to pay the principal of any Notes as and when due; or fail to pay interest
accruing on any Notes as and when due and such failure to pay shall continue
unremedied for five (5) days after the due date of such amount; or fail to pay
any fee or any other amount due under this Agreement or any other Loan Document
as and when due and such failure to pay shall continue unremedied for two (2)
days after notice by Administrative Agent of such failure to pay; or


 


(2)                                  If any representation
or warranty made or deemed made by Borrower or General Partner in this
Agreement or in any other Loan Document or which is contained in any certificate,
document, opinion, financial or other statement furnished at any time under or
in connection with a Loan Document shall prove to have been incorrect in any
material respect on or as of the date made or deemed made; or


 


(3)                                  If Borrower shall
fail (a) to perform or observe any term, covenant or agreement contained in
Section 6.11(b), Section 6.11(c), Article VII or Article VIII; or (b) to
perform or observe any term, covenant or agreement contained in this Agreement
(other than obligations specifically referred to elsewhere in this Section
9.01) and such failure shall remain unremedied for thirty (30) consecutive
calendar days after notice thereof; provided, however, that if
any such default under clause (b) above cannot by its nature be cured within such
thirty (30) day grace period and so long as Borrower shall have commenced cure
within such thirty (30) day grace period and shall, at all times thereafter,
diligently prosecute the same to completion, Borrower shall have an additional
period to cure such default; in no event, however, is the foregoing intended to
effect an extension of the Maturity Date; or


 


(4)                                  If Borrower or
General Partner shall fail (a) to pay any recourse Debt (other than the payment
obligations described in paragraph (1) of this Section 9.01 or obligations that
are recourse to Borrower or General Partner solely for fraud, misappropriation,
environmental liability and other normal and customary bad-act carveouts to
nonrecourse obligations) in an amount equal to or greater than Twenty-Five
Million Dollars ($25,000,000) when due (whether by scheduled maturity, required


 


49

















 


prepayment, acceleration, demand, or otherwise) after the expiration of
any applicable grace period, or (b) to perform or observe any material term,
covenant, or condition under any agreement or instrument relating to any such
Debt, when required to be performed or observed, if the effect of such failure
to perform or observe is to accelerate, or to permit the acceleration of, after
the giving of notice or the lapse of time, or both (other than in cases where,
in the judgment of the Required Banks, meaningful discussions likely to result
in (i) a waiver or cure of the failure to perform or observe, or (ii) otherwise
averting such acceleration are in progress between Borrower and the obligee of
such Debt), the maturity of such Debt, or any such Debt shall be declared to be
due and payable, or required to be prepaid (other than by a regularly scheduled
or otherwise required prepayment), prior to the stated maturity thereof; or


 


(5)                                  If any of Borrower,
General Partner or any Affiliate of Borrower to which One Hundred Million
Dollars ($100,000,000) or more of Capitalization Value is attributable, shall:
(a) generally not, or be unable to, or shall admit in writing its inability to,
pay its debts as such debts become due; or (b) make an assignment for the
benefit of creditors, petition or apply to any tribunal for the appointment of
a custodian, receiver or trustee for it or a substantial part of its assets; or
(c) commence any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or (d) have had any such
petition or application filed or any such proceeding shall have been commenced,
against it, in which an adjudication or appointment is made or order for relief
is entered, or which petition, application or proceeding remains undismissed or
unstayed for a period of sixty (60) days or more; or (e) be the subject of any
proceeding under which all or a substantial part of its assets may be subject
to seizure, forfeiture or divestiture; or (f) by any act or omission indicate
its consent to, approval of or acquiescence in any such petition, application
or proceeding or order for relief or the appointment of a custodian, receiver
or trustee for all or any substantial part of its property; or (g) suffer any
such custodianship, receivership or trusteeship for all or any substantial part
of its property, to continue undischarged for a period of sixty (60) days or
more; or


 


(6)                                  If one or more
judgments, decrees or orders for the payment of money in excess of Ten Million
Dollars ($10,000,000) in the aggregate shall be rendered against Borrower or
General Partner, and any such judgments, decrees or orders shall continue
unsatisfied and in effect for a period of thirty (30) consecutive days without
being vacated, discharged, satisfied or stayed or bonded pending appeal; or


 


(7)                                  If any of the
following events shall occur or exist with respect to any Plan: (a) any
Prohibited Transaction; (b) any Reportable Event; (c) the filing under Section
4041 of ERISA of a notice of intent to terminate any Plan or the termination of
any Plan; (d) receipt of notice of an application by the PBGC to institute
proceedings under Section 4042 of ERISA for the termination of, or for the
appointment of a trustee to administer, any Plan, or the institution by the
PBGC of any such proceedings; (e) complete or partial withdrawal under Section
4201 or 4204 of ERISA from a Multiemployer Plan or the reorganization,
insolvency, or termination of any Multiemployer Plan; or (f) a condition exists
which gives rise to imposition of a lien under Section 412(n) or (f) of the
Code on Borrower, General Partner or any ERISA Affiliate, and in each case
above, if either 


 


50

















 


(1) such event or conditions, if any, result in Borrower, General
Partner or any ERISA Affiliate being subject to any tax, penalty or other
liability to a Plan, Multiemployer Plan, the PBGC or otherwise (or any
combination thereof), or a lien described in clause (f) which in the aggregate
does not exceed or may not exceed Ten Million Dollars ($10,000,000), and the
same continues unremedied or unpaid for a period of thirty (30) consecutive
days or (2) such event or conditions, if any, is likely to result in Borrower,
General Partner or any ERISA Affiliate being subject to any tax, penalty or other
liability to a Plan, Multiemployer Plan, the PBGC or otherwise (or any
combination thereof), or a lien described in clause (f) which in the aggregate
exceeds or may exceed Ten Million Dollars ($10,000,000).


 


(8)                                  If at any time
General Partner is not a qualified REIT or is not listed on the New York Stock
Exchange; or


 


(9)                                  If at any time
Borrower or General Partner constitutes plan assets for ERISA purposes (within
the meaning of C.F.R.  § 2510.3-101).


 


(10)                            A default beyond applicable
notice and grace periods (if any) under any of the other Loan Documents.


 


SECTION 9.02.                 Remedies.  If
any Event of Default shall occur and be continuing, Administrative Agent shall,
upon request of the Required Banks, by notice to Borrower, (1) terminate the
Loan Commitments, whereupon the Loan Commitments shall terminate and the Banks
shall have no further obligation to extend credit hereunder; and/or (2) declare
the unpaid balance of the Notes, all interest thereon, and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon such
balance, all such interest, and all such amounts due under this Agreement shall
become and be forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by
Borrower; and/or (3) exercise any remedies provided in any of the Loan
Documents or by law; provided, however, that upon the occurrence of any Event
of Default specified in Section 9.01(5) with respect to Borrower or General
Partner, the Loan Commitments shall automatically terminate (and the Banks
shall have no further obligation to extend credit hereunder) and the unpaid
balance of the Notes, all  interest
thereon, and all other amounts payable under this Agreement shall automatically
be and become forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by
Borrower.


 


ARTICLE X


 


ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS


 


SECTION 10.01.           Appointment, Powers and Immunities
of Administrative Agent. 
Each Bank hereby irrevocably appoints and authorizes Administrative
Agent to act as its agent hereunder and under any other Loan Document with such
powers as are specifically delegated to Administrative Agent by the terms of
this Agreement and any other Loan Document, together with such other powers as
are reasonably incidental thereto. 
Administrative


 


51

















 


Agent shall have no duties or responsibilities except those expressly
set forth in this Agreement and any other Loan Document or required by law, and
shall not by reason of this Agreement be a fiduciary or trustee for any Bank
except to the extent that Administrative Agent acts as an agent with respect to
the receipt or payment of funds (nor shall Administrative Agent have any
fiduciary duty to Borrower nor shall any Bank have any fiduciary duty to
Borrower or to any other Bank). 
Administrative Agent shall not be responsible to the Banks for any
recitals, statements, representations or warranties made by Borrower or any
officer, partner or official of Borrower or any other Person contained in this
Agreement or any other Loan Document, or in any certificate or other document
or instrument referred to or provided for in, or received by any of them under,
this Agreement or any other Loan Document, or for the value, legality,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or any other document or instrument referred
to or provided for herein or therein, for the perfection or priority of any
Lien securing the Obligations or for any failure by Borrower to perform any of
its obligations hereunder or thereunder. 
Administrative Agent may employ agents and attorneys-in-fact and shall
not be responsible, except as to money or securities received by it or its
authorized agents, for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.  Neither Administrative Agent nor any of its
directors, officers, employees or agents shall be liable or responsible for any
action taken or omitted to be taken by it or them hereunder or under any other
Loan Document or in connection herewith or therewith, except for its or their
own gross negligence or willful misconduct. 
Borrower shall pay any fee agreed to by Borrower and Administrative
Agent with respect to Administrative Agent’s services hereunder.  Notwithstanding anything to the contrary
contained in this Agreement, Administrative Agent agrees with the Banks that
Administrative Agent shall perform its obligations under this Agreement in good
faith according to the same standard of care as that customarily exercised by
it in administering its own revolving credit loans.


 


SECTION 10.02.           Reliance by Administrative Agent.  Administrative Agent shall be entitled to
rely upon any certification, notice or other communication (including any
thereof by telephone, telex, telegram or cable) believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by Administrative Agent.  Administrative Agent may deem and treat each
Bank as the holder of the Loan made by it for all purposes hereof and shall not
be required to deal with any Person who has acquired a participation in any
Loan or participation from a Bank.  As
to any matters not expressly provided for by this Agreement or any other Loan Document,
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by the
Required Banks, and such instructions of the Required Banks and any action
taken or failure to act pursuant thereto shall be binding on all of the Banks
and any other holder of all or any portion of any Loan or participation.


 


SECTION 10.03.           Defaults. 
Administrative Agent shall not be deemed to have knowledge of the
occurrence of a Default or Event of Default unless Administrative Agent has
received notice from a Bank or Borrower specifying such Default or Event of
Default and stating that such notice is a “Notice of Default.” In the event
that Administrative Agent receives such a notice of the occurrence of a Default
or Event of Default, Administrative Agent shall give prompt notice thereof to
the Banks.  Administrative Agent,
following consultation with the Banks, shall (subject to Section 10.07 and Section
12.02) take such action with respect to such


 


52

















 


Default or Event of Default which is continuing as shall be directed by
the Required Banks; provided that, unless and until Administrative Agent
shall have received such directions, Administrative Agent may take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Banks; and provided
further that Administrative Agent shall not send a notice of Default,
Event of Default or acceleration to Borrower without the approval of the
Required Banks.  In no event shall
Administrative Agent be required to take any such action which it determines to
be contrary to law.


 


SECTION 10.04.           Rights of Agent as a Bank.  With respect to its Loan Commitment and the
Loan provided by it, each Person serving as an Agent in its capacity as a Bank
hereunder shall have the same rights and powers hereunder as any other Bank and
may exercise the same as though it were not acting as such Agent, and the term
any “Bank” or “Banks” shall include each Person serving as an Agent in its
capacity as a Bank.  Each Person serving
as an Agent and its Affiliates may (without having to account therefor to any
Bank) accept deposits from, lend money to (on a secured or unsecured basis),
and generally engage in any kind of banking, trust or other business with,
Borrower (and any Affiliates of Borrower) as if it were not acting as such
Agent.


 


SECTION 10.05.           Indemnification of Agents.  Each Bank agrees to indemnify each Agent (to
the extent not reimbursed under Section 12.04 or under the applicable
provisions of any other Loan Document, but without limiting the obligations of
Borrower under Section 12.04 or such provisions), for its Pro Rata Share of any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against such Agent
in any way relating to or arising out of this Agreement, any other Loan
Document or any other documents contemplated by or referred to herein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses which Borrower is obligated to pay under Section 12.04) or
under the applicable provisions of any other Loan Document or the enforcement
of any of the terms hereof or thereof or of any such other documents or
instruments; provided that no Bank shall be liable for (1) any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of the
party to be indemnified, (2) any loss of principal or interest with respect to
the Loan of any Person serving as an Agent or (3) any loss suffered by such
Agent in connection with a swap or other interest rate hedging arrangement
entered into with Borrower.


 


SECTION 10.06.           Non-Reliance on Agents and Other
Banks.  Each Bank agrees that it
has, independently and without reliance on any Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of Borrower and the decision to enter into this Agreement
and that it will, independently and without reliance upon any Agent or any
other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or any other Loan
Document.  Each Agent shall not be required
to keep itself informed as to the performance or observance by Borrower of this
Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or to inspect the properties or books of
Borrower.  Except for notices, reports
and other documents and information expressly required to be furnished to the


 


53

















 


Banks by any Agent hereunder, each Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition or business of Borrower (or any
Affiliate of Borrower) which may come into the possession of such Agent or any
of its Affiliates.  Each Agent shall not
be required to file this Agreement, any other Loan Document or any document or
instrument referred to herein or therein for record, or give notice of this
Agreement, any other Loan Document or any document or instrument referred to
herein or therein, to anyone.


 


SECTION 10.07.           Failure of Administrative Agent to
Act.  Except for action
expressly required of Administrative Agent hereunder, Administrative Agent
shall in all cases be fully justified in failing or refusing to act hereunder
unless it shall have received further assurances (which may include cash
collateral) of the indemnification obligations of the Banks under Section 10.05
in respect of any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.


 


SECTION 10.08.           Resignation or Removal of
Administrative Agent. 
Administrative Agent shall have the right to resign at any time.  Administrative Agent may be removed at any
time with cause by the Required Banks, provided that Borrower and the
other Banks shall be promptly notified thereof.  Upon any such removal or resignation, the Required Banks shall
have the right to appoint a successor Administrative Agent which successor
Administrative Agent, so long as it is reasonably acceptable to the Required
Banks, shall be that Bank then having the greatest Loan Commitment.  If no successor Administrative Agent shall
have been so appointed by the Required Banks and shall have accepted such
appointment within thirty (30) days after the Required Banks’ removal of the
retiring Administrative Agent, then the retiring Administrative Agent may, on
behalf of the Banks, appoint a successor Administrative Agent, which shall be
one of the Banks.  The Required Banks or
the retiring Administrative Agent, as the case may be, shall upon the appointment
of a successor Administrative Agent promptly so notify Borrower and the other
Banks.  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The rights and duties of
Administrative Agent to be vested in any successor Administrative Agent shall
include, without limitation, the rights and duties as Swingline Lender.  After any retiring Administrative Agent’s
removal hereunder as Administrative Agent, the provisions of this Article X shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Administrative Agent.


 


SECTION 10.09.           Amendments Concerning Agency
Function.  Notwithstanding
anything to the contrary contained in this Agreement, Administrative Agent
shall not be bound by any waiver, amendment, supplement or modification of this
Agreement or any other Loan Document which affects its duties, rights, and/or
function hereunder or thereunder unless it shall have given its prior written
consent thereto.


 


SECTION 10.10.           Liability of Administrative Agent.  Administrative Agent shall not have any
liabilities or responsibilities to Borrower on account of the failure of any
Bank


 


54

















 


to perform its obligations hereunder or to any Bank on account of the
failure of Borrower to perform its obligations hereunder or under any other
Loan Document.


 


SECTION 10.11.           Transfer of Agency Function.  Without the consent of Borrower or any Bank,
Administrative Agent may at any time or from time to time transfer its
functions as Administrative Agent hereunder to any of its offices wherever
located in the United States, provided that Administrative Agent shall
promptly notify Borrower and the Banks thereof.


 


SECTION 10.12.           Non-Receipt of Funds by
Administrative Agent. 
Unless Administrative Agent shall have received notice from a Bank or
Borrower (either one as appropriate being the “Payor”) prior to the date
on which such Bank is to make payment hereunder to Administrative Agent of the
proceeds of a Loan or Borrower is to make payment to Administrative Agent, as
the case may be (either such payment being a “Required Payment”), which
notice shall be effective upon receipt, that the Payor will not make the
Required Payment in full to Administrative Agent, Administrative Agent may
assume that the Required Payment has been made in full to Administrative Agent
on such date, and Administrative Agent in its sole discretion may, but shall
not be obligated to, in reliance upon such assumption, make the amount thereof
available to the intended recipient on such date.  If and to the extent the Payor shall not have in fact so made the
Required Payment in full to Administrative Agent, the recipient of such payment
shall repay to Administrative Agent forthwith on demand such amount made
available to it together with interest thereon, for each day from the date such
amount was so made available by Administrative Agent until the date
Administrative Agent recovers such amount, at the customary rate set by Administrative
Agent for the correction of errors among Banks for three (3) Banking Days and
thereafter at the Base Rate.


 


SECTION 10.13.           Withholding Taxes.  Each Bank represents at all times during the term of this
Agreement that it is entitled to receive any payments to be made to it
hereunder without the withholding of any tax and will furnish to Administrative
Agent and Borrower such forms, certifications, statements and other documents
as Administrative Agent or Borrower may request from time to time to evidence
such Bank’s exemption from the withholding of any tax imposed by any
jurisdiction or to enable Administrative Agent or Borrower to comply with any
applicable Laws or regulations relating thereto.  Without limiting the effect of the foregoing, if any Bank is not
created or organized under the laws of the United States of America or any
state thereof, such Bank will furnish to Administrative Agent and Borrower Form
W-8ECI or Form W-8BEN of the United States Internal Revenue Service; or such
other forms, certifications, statements or documents, duly executed and
completed by such Bank as evidence of such Bank’s complete exemption from the
withholding of United States tax with respect thereto.  Administrative Agent shall not be obligated
to make any payments hereunder to such Bank in respect of any Loan or
participation or such Bank’s Loan Commitment or obligation to purchase
participations until such Bank shall have furnished to Administrative Agent and
Borrower the requested form, certification, statement or document.


 


SECTION 10.14.           Pro Rata Treatment.  Except to the extent otherwise provided, (1)
each advance of proceeds of the Ratable Loans shall be made by the Banks, (2)
each reduction of the amount of the Total Loan Commitment under Section 2.16
shall be applied to the Loan Commitments of the Banks and (3) each payment of
the facility fee accruing under


 


55

















 


Section 2.08(a) shall be made for the account of the Banks, ratably
according to the amounts of their respective Loan Commitments.


 


SECTION 10.15.           Sharing of Payments Among Banks.  If a Bank shall obtain payment of any
principal of or interest on any Loan made by it through the exercise of any
right of setoff, banker’s lien or counterclaim, or by any other means
(including direct payment), and such payment results in such Bank receiving a
greater payment than it would have been entitled to had such payment been paid
directly to Administrative Agent for disbursement to the Banks, then such Bank
shall promptly purchase for cash from the other Banks participations in the
Loans made by the other Banks in such amounts, and make such other adjustments
from time to time as shall be equitable to the end that all the Banks shall
share ratably the benefit of such payment. 
To such end the Banks shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if such payment
is rescinded or must otherwise be restored. 
Borrower agrees that any Bank so purchasing a participation in the Loans
made by other Banks may exercise all rights of setoff, banker’s lien,
counterclaim or similar rights with respect to such participation.  Nothing contained herein shall require any
Bank to exercise any such right or shall affect the right of any Bank to
exercise, and retain the benefits of exercising, any such right with respect to
any other indebtedness of Borrower.


 


SECTION 10.16.           Possession of Documents.  Each Bank shall keep possession of its own
Ratable Loan Note.  Administrative Agent
shall hold all the other Loan Documents and related documents in its possession
and maintain separate records and accounts with respect thereto, and shall
permit the Banks and their representatives access at all reasonable times to
inspect such Loan Documents, related documents, records and accounts.


 


SECTION 10.17.           Syndication Agents and
Documentation Agents. 
The Banks serving as Syndication Agents, Documentation Agents or
Managing Agents shall have no duties or obligations in such capacities.


 


ARTICLE XI


 


NATURE OF OBLIGATIONS


 


SECTION 11.01.           Absolute and Unconditional
Obligations.  Borrower and
General Partner acknowledge and agree that their obligations and liabilities
under this Agreement and under the other Loan Documents shall be absolute and
unconditional irrespective of (1) any lack of validity or enforceability of any
of the Obligations, any Loan Documents, or any agreement or instrument relating
thereto; (2) any change in the time, manner or place of payment of, or in any
other term in respect of, all or any of the Obligations, or any other amendment
or waiver of or consent to any departure from any Loan Documents or any other
documents or instruments executed in connection with or related to the
Obligations; (3) any exchange or release of any collateral, if any, or of any
other Person from all or any of the Obligations; or (4) any other circumstances
which might otherwise constitute a defense available to, or a discharge of,
Borrower, General Partner or any other Person in respect of the Obligations.


 


56

















 


The obligations and liabilities of Borrower, General Partner under this
Agreement and the other Loan Documents shall not be conditioned or contingent
upon the pursuit by any Bank or any other Person at any time of any right or
remedy against Borrower, General Partner or any other Person which may be or
become liable in respect of all or any part of the Obligations or against any
collateral or security or guarantee therefor or right of setoff with respect
thereto.


 


SECTION 11.02.           Non-Recourse to VRT Principals.  This Agreement and the obligations hereunder
and under the other Loan Documents are fully recourse to Borrower and General
Partner.  Notwithstanding anything to
the contrary contained in this Agreement, in any of the other Loan Documents,
or in any other instruments, certificates, documents or agreements executed in
connection with the Loans (all of the foregoing, for purposes of this Section,
hereinafter referred to, individually and collectively, as the “Relevant
Documents”), no recourse under or upon any Obligation, representation,
warranty, promise or other matter whatsoever shall be had against any of the
VRT Principals, and each Bank expressly waives and releases, on behalf of
itself and its successors and assigns, all right to assert any liability
whatsoever under or with respect to the Relevant Documents against, or to
satisfy any claim or obligation arising thereunder against, any of the VRT
Principals or out of any assets of the VRT Principals, provided, however,
that nothing in this Section shall be deemed to: (1) release Borrower or
General Partner from any personal liability pursuant to, or from any of its
respective obligations under, the Relevant Documents, or from personal
liability for its fraudulent actions or fraudulent omissions; (2) release any
VRT Principals from personal liability for its or his own fraudulent actions,
fraudulent omissions, misappropriation of funds, rents or insurance proceeds,
gross negligence or willful misconduct; (3) constitute a waiver of any
obligation evidenced or secured by, or contained in, the Relevant Documents or
affect in any way the validity or enforceability of the Relevant Documents; or
(4) limit the right of Administrative Agent and/or the Banks to proceed against
or realize upon any collateral hereafter given for the Loans or any and all of
the assets of Borrower or General Partner (notwithstanding the fact that the
VRT Principals have an ownership interest in Borrower or General Partner and, thereby,
an interest in the assets of Borrower or General Partner) or to name Borrower
or General Partner (or, to the extent that the same are required by applicable
law or are determined by a court to be necessary parties in connection with an
action or suit against Borrower, General Partner or any collateral hereafter
given for the Loans, any of the VRT Principals) as a party defendant in, and to
enforce against any collateral hereafter given for the Loans and/or assets of
Borrower or General Partner any judgment obtained by Administrative Agent
and/or the Banks with respect to, any action or suit under the Relevant
Documents so long as no judgment shall be taken (except to the extent taking a
judgment is required by applicable law or determined by a court to be necessary
to preserve Administrative Agent’s and/or Banks’ rights against any collateral
hereafter given for the Loans or Borrower or General Partner, but not
otherwise) or shall be enforced against or the VRT Principals or their assets.


 


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ARTICLE XII


 


MISCELLANEOUS


 


SECTION 12.01.           Binding Effect of Request for
Advance.  Borrower agrees that,
by its acceptance of any advance of proceeds of the Loans under this Agreement
or the issuance of any Letter of Credit, it shall be bound in all respects by
the request for advance or Letter of Credit submitted on its behalf in
connection therewith with the same force and effect as if Borrower had itself
executed and submitted the request for advance or Letter of Credit and whether
or not the request for advance is executed and/or submitted by an authorized
person.


 


SECTION 12.02.           Amendments and Waivers.  No amendment or material waiver of any
provision of this Agreement or any other Loan Document nor consent to any
material departure by Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Banks and,
solely for purposes of its acknowledgment thereof, Administrative Agent, and
then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given, provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by all
the Banks do any of the following: (1) reduce the principal of, or interest on,
the Notes or any fees due hereunder or any other amount due hereunder or under
any other Loan Document; (2) postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts due
hereunder or under any other Loan Document; (3) change the definition of
Required Banks; (4) amend this Section 12.02 or any other provision requiring
the consent of all the Banks; (5) waive any default in payment under paragraph
(1) of Section 9.01 or any default under paragraph (5) of Section 9.01; (6)
increase or decrease any Loan Commitment of any Bank (except changes in Loan
Commitments pursuant to Section 2.16); (7) release the Guaranty; (8) permit the
expiration date of any Letter of Credit to be after the Maturity Date; or (9)
permit the assignment or transfer by the Borrower or the General Partner of any
of its rights or obligations hereunder or under any other Loan Document; and provided
further, that (A) an amendment, waiver or consent relating to the time
specified for payment of principal, interest and fees with respect to Bid Rate
Loans shall only be binding if in writing and signed by the affected Bank or
Designated Lender and (B) an amendment, waiver or consent relating to the
Swingline Loans shall only be binding if in writing and signed by the Swingline
Lender.  Any advance of proceeds of the
Loans made prior to or without the fulfillment by Borrower of all of the
conditions precedent thereto, whether or not known to Administrative Agent and
the Banks, shall not constitute a waiver of the requirement that all
conditions, including the non-performed conditions, shall be required with
respect to all future advances.  No
failure on the part of Administrative Agent or any Bank to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof or
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.  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 thing as to which
such determination, approval, consent or disapproval is requested and (iii)
shall include Administrative Agent’s recommended course of action or
determination in respect thereof.  Each
Bank shall reply promptly, but in any event within fifteen (15) Banking Days
(or five (5) Banking Days with respect to any decision to accelerate or stop
acceleration of the Loan) after receipt of the request


 


58

















 


therefor by 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 within the Bank Reply Period, such Bank shall be deemed to
have approved or consented to such recommendation or determination.


 


SECTION 12.03.           Usury.  Anything
herein to the contrary notwithstanding, the obligations of Borrower under this
Agreement and the Notes shall be subject to the limitation that payments of
interest shall not be required to the extent that receipt thereof would be
contrary to provisions of law applicable to a Bank limiting rates of interest
which may be charged or collected by such Bank.


 


SECTION 12.04.           Expenses; Indemnification.  Borrower agrees to reimburse Administrative
Agent on demand for all costs, expenses, and charges (including, without
limitation, all reasonable fees and charges of engineers, appraisers and
external legal counsel) incurred by Administrative Agent in connection with the
Loans and to reimburse each of the Banks for reasonable legal costs, expenses
and charges incurred by each of the Banks in connection with the performance or
enforcement of this Agreement, the Notes, or any other Loan Documents; provided,
however, that Borrower is not responsible for costs, expenses and charges
incurred by the Bank Parties in connection with the administration or
syndication of the Loans (other than any administration fee payable to
Administrative Agent).  Borrower agrees
to indemnify Administrative Agent and each Bank and their respective directors,
officers, employees, agents and affiliates from, and hold each of them harmless
against, any and all losses, liabilities, claims, damages or expenses incurred
by any of them arising out of or by reason of (x) any claims by brokers due to
acts or omissions by Borrower, (y) any investigation or litigation or other
proceedings (including any threatened investigation or litigation or other
proceedings) relating to any actual or proposed use by Borrower of the proceeds
of the Loans, including without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation or
litigation or other proceedings (but excluding any such losses, liabilities,
claims, damages or expenses incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified) or (z) third party claims
or actions against any Bank or Administrative Agent relating to or arising from
this Agreement and the transactions contemplated pursuant to this Agreement.


 


The obligations of Borrower under this Section shall survive the
repayment of all amounts due under or in connection with any of the Loan
Documents and the termination of the Loan Commitments.


 


SECTION 12.05.           Assignment; Participation.  (a) 
This Agreement shall be binding upon, and shall inure to the benefit of,
Borrower, Administrative Agent, the Banks and their respective successors and
permitted assigns.  Neither the Borrower
nor the General Partner may assign or transfer any of its rights or obligations
hereunder or under any other Loan Document without the prior written consent of
all the Banks (and any attempted such assignment or transfer without such
consent shall be null and void).


 


(b)                                 Subject to Section 12.05(e), prior
to the occurrence of an Event of Default, any Bank may at any time, grant to an
existing Bank or one or more banks, finance companies, insurance companies or
other entities (a “Participant”) in minimum amounts of not less than


 


59

















 


$5,000,000 (or any lesser amount in the case of participations to an
existing Bank) participating interests in its Loan 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 Loan 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 Borrower and Administrative Agent, such Bank
shall remain responsible for the performance of its obligations hereunder, and
Borrower and 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 Borrower hereunder and under any other Loan Document including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement or any other Loan Document; 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 (1),
(2), (3), (4), (5), (6) or (7) of Section 12.02 without the consent of the
Participant (subject to the final proviso of the first sentence of Section
12.02).  The Borrower agrees that each
Participant shall, to the extent provided in its participation agreement, be
entitled to the benefits of Article III with respect to its participating
interest.


 


(c)                                  Subject
to Section 12.05(e), 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, in minimum amounts of not less than Five Million Dollars ($5,000,000)
and integral multiples 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 an
Assignment and Assumption Agreement executed by such Assignee and such
transferor Bank; provided, that such assignment shall be subject to the consent
of the Administrative Agent and if no Event of Default shall have occurred and
be continuing, the consent of Borrower, which consents shall not be
unreasonably withheld or delayed; and provided further that if an Assignee is a
Bank Affiliate of such transferor Bank or was a Bank immediately prior to such
assignment, no such consent shall be required; and provided further that such
assignment may, but need not, include rights of the transferor Bank in respect
of outstanding Bid Rate Loans.  Upon
execution and delivery of such instrument and payment by such Assignee to such
transferor Bank of an amount equal to the purchase price agreed between such
transferor Bank and such Assignee, such Assignee shall be a Bank party to this
Agreement and shall have all the rights and obligations of a Bank with a Loan
Commitment as set forth in such Assignment and Assumption Agreement, 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, Administrative
Agent and Borrower shall make appropriate arrangements so that, if required, a
new Note is issued to the Assignee.  In
connection with any such assignment (other than an assignment by a Bank to an
affiliate), the transferor Bank shall pay to Administrative Agent an
administrative fee for processing such assignment in the amount of $3,500.  If the Assignee is not incorporated under
the laws of the


 


60

















 


United States of America or a state thereof, it shall, prior to the
first date on which interest or fees are payable hereunder for its account,
deliver to Borrower and Administrative Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in accordance
with Section 10.13.  Any assignment made
during the continuation of an Event of Default shall not be affected by any
subsequent cure of such Event of Default.


 


(d)                                 Any
Bank 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.


 


(e)                                  Except
as provided in Section 12.05(d), 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 Loans and Loan Commitment, which would result in such Bank holding
Loans and a Loan Commitment, without Participants, of less than Ten Million
Dollars ($10,000,000) unless as a result of a decrease of the aggregate Loan
Commitments pursuant to Section 2.16; provided, however, that no
Bank shall be prohibited from assigning its entire Loans and Commitment so long
as such assignment is otherwise permitted hereby.


 


(f)                                    Borrower
recognizes that in connection with a Bank’s selling of Participations or making
of assignments, any or all documentation, financial statements and other data,
or copies thereof, relevant to Borrower or the Loans may be exhibited to and
retained by any such Participant or assignee or prospective Participant or
assignee.  In connection with a Bank’s
delivery of any financial statements and appraisals to any such Participant or
assignee or prospective Participant or assignee, such Bank shall also indicate
that the same are delivered on a confidential basis.  Borrower agrees to provide all assistance reasonably requested by
a Bank to enable such Bank to sell Participations or make assignments of its
Loan and Loan Commitment as permitted by this Section 12.05.  Each Bank agrees to provide Borrower with
notice of all Participations sold by such Bank.


 


SECTION 12.06.           Documentation Satisfactory.  All documentation required from or to be
submitted on behalf of Borrower in connection with this Agreement and the
documents relating hereto shall be subject to the prior approval of, and be
satisfactory in form and substance to, Administrative Agent, its counsel and,
where specifically provided herein, the Banks. 
In addition, the persons or parties responsible for the execution and
delivery of, and signatories to, all of such documentation, shall be acceptable
to, and subject to the approval of, Administrative Agent and its counsel and
the Banks.


 


SECTION 12.07.           Notices.  Unless the party to be notified otherwise
notifies the other parties in writing as provided in this Section, and except
as otherwise provided in this Agreement, notices shall be given to
Administrative Agent by telephone, confirmed by writing, and to the Banks and
to Borrower and General Partner by ordinary mail or overnight courier or
telecopy, receipt confirmed, addressed to such party at its address on the
signature page of this Agreement. 
Notices shall be effective: (1) if by telephone, at the time of such
telephone conversation, (2) if given by mail, three (3) days after mailing; (3)
if given by overnight courier, upon receipt; and (4) if given by telecopy, upon
receipt.


 


61

















 


SECTION 12.08.           Setoff.  To the
extent permitted or not expressly prohibited by applicable law, Borrower and
General Partner agree that, in addition to (and without limitation of) any
right of setoff, bankers’ lien or counterclaim a Bank may otherwise have, each
Bank shall be entitled, at its option, to offset balances (general or special,
time or demand, provisional or final) held by it for the account of Borrower or
General Partner at any of such Bank’s offices, in Dollars or in any other
currency, against any amount payable by Borrower or General Partner to such
Bank under this Agreement or such Bank’s Note, or any other Loan Document,
which is not paid when due (regardless of whether such balances are then due to
Borrower or General Partner), in which case it shall promptly notify Borrower,
General Partner and Administrative Agent thereof; provided that such
Bank’s failure to give such notice shall not affect the validity thereof.  Payments by Borrower or General Partner
hereunder or under the other Loan Documents shall be made without setoff or
counterclaim.


 


SECTION 12.09.           Table of Contents; Headings.  Any table of contents and the headings and
captions hereunder are for convenience only and shall not affect the
interpretation or construction of this Agreement.


 


SECTION 12.10.           Severability. 
The provisions of this Agreement are intended to be severable.  If for any reason any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction or
the remaining provisions hereof in any jurisdiction.


 


SECTION 12.11.           Counterparts. 
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing any such counterpart.


 


SECTION 12.12.           Integration. 
The Loan Documents set forth the entire agreement among the parties hereto
relating to the transactions contemplated thereby (except with respect to
agreements relating solely to compensation, consideration and the coordinated
syndication of the Loan) and supersede any prior oral or written statements or
agreements with respect to such transactions.


 


SECTION 12.13.           Governing Law. 
This Agreement shall be governed by, and interpreted and construed in
accordance with, the laws of the State of New York.


 


SECTION 12.14.           Waivers.  To
the extent permitted or not expressly prohibited by applicable law, in
connection with the obligations and liabilities as aforesaid, Borrower and
General Partner hereby waive: (1) promptness and diligence; (2) notice of any
actions taken by any Bank Party under this Agreement, any other Loan Document or
any other agreement or instrument relating hereto or thereto except to the
extent otherwise provided herein; (3) all other notices, demands and protests,
and all other formalities of every kind in connection with the enforcement of
the Obligations, the omission of or delay in which, but for the provisions of
this Section 12.14, might constitute grounds for relieving Borrower or General
Partner of their obligations hereunder; (4) any requirement that any Bank Party
protect, secure, perfect or insure any Lien on any collateral or exhaust any
right or take any action against Borrower, General


 


62

















 


Partner or any other Person or any collateral; (5) any right or claim
of right to cause a marshalling of the assets of Borrower or General Partner;
and (6) all rights of subrogation or contribution, whether arising by contract
or operation of law (including, without limitation, any such right arising
under the Federal Bankruptcy Code) or otherwise by reason of payment by
Borrower or General Partner, either jointly or severally, pursuant to this
Agreement or any other Loan Document.


 


SECTION 12.15.           Jurisdiction; Immunities.  Borrower, General Partner, Administrative
Agent and each Bank hereby irrevocably submit to the jurisdiction of any New
York State or United States Federal court sitting in New York City over any
action or proceeding arising out of or relating to this Agreement, the Notes or
any other Loan Document.  Borrower, General
Partner, Administrative Agent, and each Bank irrevocably agree that all claims
in respect of such action or proceeding may be heard and determined in such New
York State or United States Federal court. 
Borrower, General Partner, Administrative Agent, and each Bank
irrevocably consent to the service of any and all process in any such action or
proceeding by the mailing of copies of such process to Borrower, General
Partner, Administrative Agent or each Bank, as the case may be, at the
addresses specified herein.  Borrower,
General Partner, Administrative Agent and each Bank agree that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.  Borrower, General Partner, Administrative
Agent and each Bank further waive any objection to venue in the State of New
York and any objection to an action or proceeding in the State of New York on
the basis of forum non conveniens. 
Borrower, General Partner, Administrative Agent and each Bank agree that
any action or proceeding brought against Borrower, General Partner,
Administrative Agent or any Bank, as the case may be, shall be brought only in
a New York State court sitting in New York City or a United States Federal
court sitting in New York City, to the extent permitted or not expressly
prohibited by applicable law.


 


Nothing in this Section shall affect the right of Borrower, General
Partner, Administrative Agent or any Bank to serve legal process in any other
manner permitted by law.


 


To the extent that Borrower, General Partner, Administrative Agent or
any Bank have or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether from service or notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, Borrower, General Partner, Administrative
Agent and each Bank hereby irrevocably waive such immunity in respect of its
obligations under this Agreement, the Notes and any other Loan Document.


 


BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY
RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT,
ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE
LOAN.  IN ADDITION, BORROWER AND GENERAL
PARTNER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY
RIGHT BORROWER OR GENERAL PARTNER, MAY HAVE (1) TO THE EXTENT PERMITTED OR
NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO INTERPOSE ANY COUNTERCLAIM


 


63

















 


THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT,
ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE
BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO
DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH
SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2)
TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, TO HAVE
THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
PROCEEDING.  NOTHING HEREIN CONTAINED
SHALL PREVENT OR PROHIBIT BORROWER OR GENERAL PARTNER FROM INSTITUTING OR
MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH
RESPECT TO ANY ASSERTED CLAIM.


 


To the extent not prohibited by applicable law, neither the Borrower
nor the General Partner shall assert, and each of Borrower and the General
Partner hereby waives, any claim against any Bank or any Agent, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, any Loan or other extension of
credit hereunder or the use of the proceeds thereof.


 


SECTION 12.16.           Designated
Lender.  Any Bank (other
than a Bank which is such solely because it is a Designated Lender) (each, a
“Designating Lender”) may at any time designate one (1) Designated Lender to
fund Bid Rate Loans on behalf of such Designating Lender subject to the terms
of this Section and the provisions in Section 12.05 shall not apply to such
designation.  No Bank may designate more
than one (1) Designated Lender.  The
parties to each such designation shall execute and deliver to Administrative
Agent for its acceptance a Designation Agreement.  Upon such receipt of an appropriately completed Designation
Agreement executed by a Designating Lender and a designee representing that it
is a Designated Lender, Administrative Agent will accept such Designation
Agreement and give prompt notice thereto to Borrower, whereupon, (i) from and
after the “Effective Date” specified in the Designation Agreement, the
Designated Lender shall become a party to this Agreement with a right to make
Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.02
after Borrower has accepted the Bid Rate Quote of the Designating Lender and
(ii) the Designated Lender shall not be required to make payments with respect
to any obligations in this Agreement except to the extent of excess cash flow
of such Designated Lender which is not otherwise required to repay obligations
of such Designated Lender which are then due and payable; provided, however,
that regardless of such designation and assumption by the Designated Lender,
the Designating Lender shall be and remain obligated to Borrower,
Administrative Agent and the Banks for each and every of the obligations of the
Designating Lender and its related Designated Lender with respect to this
Agreement, including, without limitation, any indemnification obligations under
Section 10.05.  Each Designating Lender
shall serve as the administrative agent of its Designated Lender and shall on
behalf of, and to the exclusion of, the Designated Lender: (i) receive any and
all payments made for the benefit of the Designated Lender and (ii) give and
receive all communications and notices and take all actions hereunder,
including, without limitation, votes, approvals, waivers and consents under or
relating to this Agreement and the other Loan Documents.  Any such notice, communication, vote,
approval,


 


64

















 


waiver or consent shall be signed by the Designating Lender as
administrative agent for the Designated Lender and shall not be signed by the
Designated Lender on its own behalf, but shall be binding on the Designated
Lender to the same extent as if actually signed by the Designated Lender.  Borrower, Administrative Agent and the Banks
may rely thereon without any requirement that the Designated Lender sign or
acknowledge the same.  No Designated
Lender may assign or transfer all or any portion of its interest hereunder or
under any other Loan Document, other than assignments to the Designating Lender
which originally designated such Designated Lender.


 


SECTION 12.17.           No Bankruptcy Proceedings.  Each of Borrower, the Banks and
Administrative Agent hereby agrees that it will not institute against any
Designated Lender or join any other Person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any federal or state bankruptcy or similar law,
for one (1) year and one (1) day after the payment in full of the latest
maturing commercial paper note issued by such Designated Lender.


 


SECTION 12.18.           Tax Shelter Regulations.  Neither Borrower, General Partner nor any
subsidiary of any of the foregoing intends to treat the Loan or the
transactions contemplated by this Agreement and the other Loan Documents as
being a “reportable transaction” (within the meaning of Treasury Regulation
Section 1.6011-4).  If Borrower or any
other such Person determines to take any action inconsistent with such
intention, Borrower shall promptly notify Administrative Agent thereof.  If Borrower so notifies Administrative
Agent, Borrower acknowledges that Administrative Agent and the Banks may treat
the Loan as part of a transaction that is subject to Treasury Regulation
Section 301.6112-1, and Administrative Agent and the Banks will maintain the
lists and other records, including the identity of the applicable party to the
Loan as required by such Treasury Regulation.


 


(b)                                 Notwithstanding
anything provided in this Agreement to the contrary, the parties (and each
employee, representative, or other agent of the parties) may disclose to any
and all persons, without limitation of any kind, the tax treatment and any
facts that may be relevant to the tax structure of the transaction, provided,
however, that no party (and no employee, representative, or other agent
thereof) shall disclose any other information that is not relevant to understanding
the tax treatment and tax structure of the transaction (including the identity
of any party and any information that could lead another to determine the
identity of any party), or any other information to the extent that such
disclosure could result in a violation of any federal or state securities law.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK]


 


65

















 


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


 


	
   

  	
  VORNADO REALTY L.P.,

  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vornado Realty Trust,

  
	
   

  	
   

  	
  a Maryland real estate investment trust,

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Joseph Macnow

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  VORNADO REALTY TRUST,

  a Maryland real estate investment trust,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Joseph Macnow

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  210 Route 4 East,

  
	
   

  	
  Paramus, New Jersey 07652-0910

  
	
   

  	
  Attention:

  	
  Joseph Macnow, Chief Financial Officer

  
	
   

  	
  Telephone:

  	
  (201) 587-1000

  
	
   

  	
  Telecopy:

  	
  (201) 587-0600

  
	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Sullivan & Cromwell

  
	
   

  	
  125 Broad Street

  
	
   

  	
  New York, New York 10004

  
	
   

  	
  Attention:

  	
  Alan Sinsheimer, Esq.

  
	
   

  	
   

  	
  Arthur S. Adler, Esq.

  
	
   

  	
  Telephone:

  	
  (212) 558-4000

  
	
   

  	
  Telecopy:

  	
  (212) 558-3588

  
							



 


 

















 


	
   

  	
  JPMORGAN CHASE BANK,

  as Administrative Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $40,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  
	
   

  	
  270 Park Avenue, 4th Floor

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Attn:

  	
  Marc Costantino

  
	
   

  	
  Telephone:

  	
  (212) 270-9554

  
	
   

  	
  Telecopy:

  	
  (212) 270-3513

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  
	
   

  	
  1111 Sannin

  
	
   

  	
  8th Floor

  
	
   

  	
  Houston, Texas 77002

  
	
   

  	
  Attn:

  	
  Loan and Agency Services

  
	
   

  	
  Telephone:

  	
  (713) 750-2736

  
	
   

  	
  Telecopy:

  	
  (713) 750-2732

  
						



 


 

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  as Syndication Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $40,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank of America, N.A.

  
	
   

  	
  901 Main Street, 64th Floor

  
	
   

  	
  Attn: Ronald Odlozil

  
	
   

  	
  Dallas, TX 75202

  
	
   

  	
  Telephone: (214) 209-1512

  
	
   

  	
  Telecopy:

  



 


 

















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  as Syndication Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $40,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Citigroup Global Markets

  
	
   

  	
  390 Greenwich Street

  
	
   

  	
  New York, NY 10013

  
	
   

  	
  Attn: David Bouton

  
	
   

  	
  Telephone: (212) 723-5884

  
	
   

  	
  Telecopy: (212) 723-8380

  



 


 

















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as Documentation Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $40,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Deutsche Bank Trust Company Americas

  
	
   

  	
  Real Estate Investment Banking

  
	
   

  	
  60 Wall Street

  
	
   

  	
  New York, NY 10005

  
	
   

  	
  Attn: Steven P. Lapham

  
	
   

  	
  Telephone: (212) 250-3447

  
	
   

  	
  Telecopy:

  



 


 

















 


	
   

  	
  FLEET NATIONAL BANK,

  as Documentation Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $40,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Fleet Bank

  
	
   

  	
  Real Estate Finance Group

  
	
   

  	
  1133 Avenue of the Americas - 40th Fl.

  
	
   

  	
  New York, NY 10036

  
	
   

  	
  Attn:   Stephen M. Soled

  
	
   

  	
  Telephone: (212) 703-1933

  
	
   

  	
  Telecopy: (212) 703-1807

  



 


 

















 


	
   

  	
  THE BANK OF NEW YORK,

  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  The Bank of New York

  
	
   

  	
  NYCCR Lending & Mortgage Banking

  
	
   

  	
  One Wall Street, 21st Floor

  
	
   

  	
  New York, NY 10286

  
	
   

  	
  Attn:   Rick Laudisi

  
	
   

  	
  Telephone: (212) 635-7621

  
	
   

  	
  Telecopy:  (212) 809-9526

  



 


 

















 


	
   

  	
  COMMERZBANK AG, NEW YORK BRANCH,

  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Commerzbank

  
	
   

  	
  2 World Financial Center

  
	
   

  	
  New York, NY 10281-1050

  
	
   

  	
  Attn:   R.
  William Knickerbocker

  
	
   

  	
  Telephone: (212) 266-7200

  
	
   

  	
  Telecopy: (212) 266-7235

  



 


 

















 


	
   

  	
  EUROHYPO AG, NEW YORK BRANCH,

  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Eurohypo AG

  
	
   

  	
  1114 Avenue of the Americas

  
	
   

  	
  New York, NY 10036

  
	
   

  	
  Attn:   Michael
  Seton

  
	
   

  	
  Telephone (212) 479-5704

  
	
   

  	
  Telecopy: (212) 479-5800

  



 


 

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  as Managing Agent and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC Bank

  
	
   

  	
  Real Estate Banking

  
	
   

  	
  Two Tower Center, 18th Floor

  
	
   

  	
  East Brunswick, NJ 08816

  
	
   

  	
  Attn:                    Thomas
  G. Hyland

  
	
   

  	
  Telephone: (732) 220-3561

  
	
   

  	
  Telecopy: (732) 732- 3744

  



 


 

















 


	
   

  	
  UBS AG, CAYMAN ISLANDS BRANCH,

  as Managing Agent and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  
	
   

  	
  UBS AG, Cayman Islands
  Branch

  
	
   

  	
  c/o UBS AG, Stamford Branch

  
	
   

  	
  677 Washington Blvd., 6th floor

  
	
   

  	
  Stamford, CT  06901

  
	
   

  	
  Attn:    Luke Goldsworthy

  
	
   

  	
  Telephone: (203) 719-0481

  
	
   

  	
  Telecopy: (203) 719-3888

  



 


 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  as Managing Agent and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  
	
   

  	
  Wachovia Securities, Inc.

  
	
   

  	
  191 Peachtree Street-GA8057

  
	
   

  	
  Atlanta, GA 30303

  
	
   

  	
  Attn:    Cathy A. Casey

  
	
   

  	
  Telephone: (404) 332-5649

  
	
   

  	
  Telecopy: (404) 332-4066

  



 


 

















 


	
   

  	
  WELLS FARGO BANK,

  as Managing Agent and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Wells Fargo Bank

  
	
   

  	
  Real Estate Group

  
	
   

  	
  40 West 57th Street, 22nd Floor

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attn:    David McNeill

  
	
   

  	
  Telephone: (212) 315-7327

  
	
   

  	
  Telecopy: (212) 581-0979

  



 


 

















 


	
   

  	
  HVB BANK IRELAND,

  as Managing Agent and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $30,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  HypoVereinsbank

  
	
   

  	
  622 Third Avenue

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  Attn:    Robert Dowling

  
	
   

  	
  Telephone: (212) 672-5733

  
	
   

  	
  Telecopy: (212) 672-6193

  



 


 

















 


	
   

  	
  BAYERISCHE LANDESBANK,

  CAYMAN ISLANDS BRANCH, as Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $25,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Bayerische Landesbank

  
	
   

  	
  560 Lexington Avenue

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Attn:    John A. Wain

  
	
   

  	
  Telephone: (212) 310-9829

  
	
   

  	
  Telecopy: (212) 230-9114

  



 


 

















 


	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.,

  as Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $22,500,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Bear Stearns

  
	
   

  	
  383 Madison Avenue, 8th Floor

  
	
   

  	
  New York, NY 10179

  
	
   

  	
  Attn:    Keith C. Barnish

  
	
   

  	
  Telephone: (212) 272-6082

  
	
   

  	
  Telecopy: (212) 272-5446

  



 


 

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $22,500,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  LaSalle Bank, N.A.

  
	
   

  	
  135 South LaSalle Street

  
	
   

  	
  Chicago, IL, 60603

  
	
   

  	
  Attn:    Klay Schmeisser

  
	
   

  	
  Telephone: (312) 904-0647

  
	
   

  	
  Telecopy: (312) 904-6691

  



 


 

















 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  as Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $22,500,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Lehman Brothers

  
	
   

  	
  399 Park Avenue, 8th Floor

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Attn:    Thomas Buffa

  
	
   

  	
  Telephone: (212) 526-5153

  
	
   

  	
  Telecopy: (646) 758-4672

  



 


 

















 


	
   

  	
  MORGAN STANLEY BANK,

  as Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $22,500,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Morgan Stanley Bank

  
	
   

  	
  1585 Broadway

  
	
   

  	
  New York, NY 10036

  
	
   

  	
  Attn:    Jaap Tonckens

  
	
   

  	
  Telephone: (212) 761-1052

  
	
   

  	
  Telecopy: (212) 761-0322

  



 


 

















 


	
   

  	
  LANDESBANK HESSEN-THUERINGEN,

  as Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $15,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Heleba Bank

  
	
   

  	
  420 Fifth Avenue

  
	
   

  	
  New York, NY 10018

  
	
   

  	
  Attn:    Andrew Hastings

  
	
   

  	
  Telephone: (212) 703-5256

  
	
   

  	
  Telecopy: (212) 703-5222

  



 


 

















 


	
   

  	
  CHANG HWA COMMERCIAL BANK, LTD.,

  NEW YORK BRANCH, as a Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $15,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Chang Hwa Commercial Bank, Ltd.

  
	
   

  	
  New York Branch

  
	
   

  	
  685 3rd Avenue, 29th Fl.

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  Attn:    Ming-Hsien Lin

  
	
   

  	
  Telephone: 212-651-9770

  
	
   

  	
  Telecopy: 212-651-9785

  



 


 

















 


	
   

  	
  CHEVY CHASE BANK,

  as a Participant and a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commitment:  $15,000,000.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Chevy Chase Bank

  
	
   

  	
  Real Estate Banking

  
	
   

  	
  7501 Wisconsin Avenue, 12th Floor

  
	
   

  	
  Bethesda, MD 20814

  
	
   

  	
  Attn:    J. Jordan O’Neill, III

  
	
   

  	
  Telephone: 240-497-7733

  
	
   

  	
  Telecopy: 240-497-7714

  



 


 

















 


SCHEDULE 1


 


	
  Bank

  	
   

  	
  Loan

  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  40,000,000.00

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  40,000,000.00

  	
   

  
	
  Citicorp North America, Inc.

  	
   

  	
  $

  	
  40,000,000.00

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  40,000,000.00

  	
   

  
	
  Fleet National Bank

  	
   

  	
  $

  	
  40,000,000.00

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  Commerzbank AG, New York Branch

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  Eurohypo AG, New York Branch

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  UBS AG, Cayman Islands Branch

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  Wells Fargo Bank

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  HVB Bank Ireland

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  
	
  Bayerische Landesbank, Cayman Islands
  Branch

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  
	
  Bear Stearns Corporate Lending Inc.

  	
   

  	
  $

  	
  22,500,000.00

  	
   

  
	
  LaSalle Bank National Association

  	
   

  	
  $

  	
  22,500,000.00

  	
   

  
	
  Lehman Brothers Bank, FSB

  	
   

  	
  $

  	
  22,500,000.00

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  22,500,000.00

  	
   

  
	
  Landesbank
  Hessen-Thueringen

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
  Chang Hwa Commercial Bank, Ltd., New York
  Branch

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
  Chevy Chase Bank

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  600,000,000.00

  	
   

  



 


 

















 


EXHIBIT A


 


AUTHORIZATION LETTER


 


July 2, 2003


 


JPMorgan Chase Bank


270 Park Avenue


New York, New York 10017


 


Re:                               Revolving
Credit Agreement dated as of the date hereof (the “Loan Agreement”; capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Loan Agreement) among us, as Borrower, the Banks named therein,
and you, as Administrative Agent for said Banks                         


 


Gentlemen:


 


In connection with the captioned Loan Agreement, we hereby designate
any of the following persons to give to you instructions, including notices
required pursuant to the Loan Agreement, orally, by telephone or teleprocess,
or in writing:


 


Steven Roth

Michael Fascitelli

Wendy Silverstein

Joseph Macnow.


 


Instructions may be honored on the oral, telephonic, teleprocess or
written instructions of anyone purporting to be any one of the above designated
persons even if the instructions are for the benefit of the person delivering
them.  We will furnish you with
confirmation of each such instruction either by telex (whether tested or
untested) or in writing signed by any person designated above (including any
telecopy which appears to bear the signature of any person designated above) on
the same day that the instruction is provided to you but your responsibility
with respect to any instruction shall not be affected by your failure to
receive such confirmation or by its contents.


 


Without limiting the foregoing, we hereby unconditionally authorize any
one of the above-designated persons to execute and submit requests for advances
of proceeds of the Loans (including the Initial Advance) and notices of
Elections, Conversions and Continuations to you under the Loan Agreement with
the identical force and effect in all respects as if executed and submitted by
us.


 


You and the Banks shall be fully protected in, and shall incur no
liability to us for, acting upon any instructions which you in good faith
believe to have been given by any person designated above, and in no event
shall you or any Bank be liable for special, consequential or punitive
damages.  In addition, we agree to hold
you, the Banks and your and the Banks’ agents


 


A-1

















 


harmless from any and all liability, loss and expense arising directly
or indirectly out of instructions that we provide to you in connection with the
Loan Agreement except for liability, loss or expense occasioned by the gross
negligence or willful misconduct of you or your agents.


 


Upon notice to us, you may, at your option, refuse to execute any
instruction, or part thereof, without incurring any responsibility for any
loss, liability or expense arising out of such refusal if you in good faith
believe that the person delivering the instruction is not one of the persons
designated above or if the instruction is not accompanied by an authentication
method that we have agreed to in writing.


 


We will promptly notify you in writing of any change in the persons
designated above and, until you have actually received such written notice and
have had a reasonable opportunity to act upon it, you are authorized to act
upon instructions, even though the person delivering them may no longer be
authorized.


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VORNADO REALTY L.P.,

  a Delaware limited partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Vornado Realty Trust,

  a Maryland real estate investment trust,

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Joseph Macnow,

  
	
   

  	
   

  	
   

  	
  Title:  Chief Financial Officer

  
							



 


A-2

















 


EXHIBIT B


 


RATABLE LOAN
NOTE


 


	
  $

  	
  New York, New York

  
	
   

  	
  July 2, 2003

  



 


For value received, Vornado Realty L.P., a Delaware limited partnership
(“Borrower”), hereby promises to pay to the order of
              
or its successors or assigns (collectively, the “Bank”), at the principal
office of  JPMorgan Chase Bank located
at 270 Park Avenue, New York, New York 10017 (“Administrative Agent”) for the
account of the Applicable Lending Office of the Bank, the principal sum
               
of Dollars
($                 )
or, if less, the amount loaned by the Bank under its Ratable Loan and Swingline
Loans to Borrower pursuant to the Loan Agreement (as defined below) and
actually outstanding, in lawful money of the United States and in immediately
available funds, in accordance with the terms set forth in the Loan
Agreement.  Borrower also promises to
pay interest on the unpaid principal balance hereof, for the period such
balance is outstanding, in like money, at said office for the account of said
Applicable Lending Office, at the times and at the rates per annum as provided
in the Loan Agreement.  Any amount of
principal hereof which is not paid when due, whether at stated maturity, by
acceleration, or otherwise, shall bear interest from the date when due until
said principal amount is paid in full, payable on demand, at the rate set forth
in the Loan Agreement.


 


The date and amount of each advance of the Ratable Loan or a Swingline
Loan made by the Bank to Borrower under the Loan Agreement, and each payment of
said Ratable Loan or Swingline Loan, shall be recorded by the Bank on its books
and, prior to any transfer of this Note (or, at the discretion of the Bank, at
any other time), may be endorsed by the Bank on the schedule attached hereto
and any continuation thereof.


 


This Note is one of the Ratable Loan Notes referred to in the Revolving
Credit Agreement dated as of July 2, 2003 (as the same may be amended from
time to time, the “Loan Agreement”) among Borrower, Vornado Realty Trust, the
Banks named therein (including the Bank) and Administrative Agent, as
administrative agent for the Banks.  All
of the terms, conditions and provisions of the Loan Agreement are hereby
incorporated by reference.  All
capitalized terms used herein and not defined herein shall have the meanings
given to them in the Loan Agreement.


 


The Loan Agreement contains, among other things, provisions for the
prepayment of and acceleration of this Note upon the happening of certain
stated events.


 


No recourse shall be had under this Note against the VRT Principals
except as and to the extent set forth in Section 11.02 of the Loan Agreement.


 


All parties to this Note, whether principal, surety, guarantor or
endorser, hereby waive presentment for payment, demand, protest, notice of
protest and notice of dishonor.


 


B-1

















 


This Note shall be governed by the laws of the State of New York,
provided that, as to the maximum lawful rate of interest which may be charged
or collected, if the laws applicable to the Bank permit it to charge or collect
a higher rate than the laws of the State of New York, then such law applicable
to the Bank shall apply to the Bank under this Note.


 


IN WITNESS WHEREOF, Borrower has executed and delivered this Note on
the day and year first above written.


 


	
   

  	
  VORNADO REALTY L.P.,

  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vornado Realty Trust,

  a Maryland real estate investment trust,

  general partner

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Joseph Macnow

  
	
   

  	
   

  	
   

  	
  Title:  Chief Financial
  Officer

  
						



 


This is to certify that this Note was executed in my presence on the
date hereof by the party whose signature appears above in the capacity
indicated.


 


	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My commission expires:

  
	
   

  	
   

  
	
   

  	
   

  



 


B-2

















 


	
  Date

  	
   

  	
  Amount

  of Advance

  	
   

  	
  Amount 

  of Payment

  	
   

  	
  Balance

  Outstanding

  	
   

  	
  Notation
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-3

















 


EXHIBIT C


 


BID RATE LOAN
NOTE


 


	
  $300,000,000

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  July 2, 2003

  



 


For value received, Vornado Realty L.P., a Delaware limited partnership
(”Borrower”), hereby promises to pay to the order of  JPMorgan Chase Bank (”Administrative Agent”) or its successors or
assigns as Administrative Agent for the account of the respective Banks making
Bid Rate Loans or their respective successors or assigns (for the further
account of their respective Applicable Lending Offices), at the principal
office of Administrative Agent located at 270 Park Avenue, New York, New York
10017, the principal sum of Three Hundred Million Dollars ($300,000,000) or, if
less, the amount loaned by said Banks under their respective Bid Rate Loans to
Borrower pursuant to the Loan Agreement (as defined below) and actually
outstanding, in lawful money of the United States and in immediately available
funds, in accordance with the terms set forth in the Loan Agreement.  Borrower also promises to pay interest on
the unpaid principal balance hereof, for the period such balance is
outstanding, in like money, at said office for the account of said Banks for
the further account of their respective Applicable Lending Offices, at the
times and at the rates per annum as provided in the Loan Agreement.  Any amount of principal hereof which is not
paid when due, whether at stated maturity, by acceleration, or otherwise, shall
bear interest from the date when due until said principal amount is paid in
full, payable on demand, at the rate set forth in the Loan Agreement.


 


The date and amount of each Bid Rate Loan to Borrower under the Loan
Agreement referred to below, the name of the Bank making the same, the interest
rate applicable thereto and the maturity date thereof (i.e., the end of
the Interest Period applicable thereto) shall be recorded by Administrative
Agent on its records and may be endorsed by Administrative Agent on the
schedule attached hereto and any continuation thereof.


 


This Note is the Bid Rate Loan Note referred to in the Revolving Credit
Agreement dated as of July 2, 2003 (as the same may be amended from time
to time, the ”Loan Agreement”) among Borrower, Vornado Realty Trust, the Banks
named therein and Administrative Agent, as administrative agent for the Banks.  All of the terms, conditions and provisions
of the Loan Agreement are hereby incorporated by reference.  All capitalized terms used herein and not
defined herein shall have the meanings given to them in the Loan Agreement.


 


The Loan Agreement contains, among other things, provisions for the
prepayment of and acceleration of this Note upon the happening of certain
stated events.


 


No recourse shall be had under this Note against the VRT Principals
except as and to the extent set forth in Section 11.02 of the Loan Agreement.


 


All parties to this Note, whether principal, surety, guarantor or
endorser, hereby waive presentment for payment, demand, protest, notice of
protest and notice of dishonor.


 


C-1

















 


This Note shall be governed by the laws of the State of New York,
provided that, as to the maximum lawful rate of interest which may be charged
or collected, if the laws applicable to a particular Bank permit it to charge
or collect a higher rate than the laws of the State of New York, then such law
applicable to such Bank shall apply to such Bank under this Note.


 


IN WITNESS WHEREOF, Borrower has executed and delivered this Note on
the day and year first above written.


 


	
   

  	
  VORNADO REALTY L.P.,

  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vornado Realty Trust,

  a Maryland real estate investment trust,

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Joseph Macnow

  
	
   

  	
   

  	
   

  	
  Title:  Chief Financial
  Officer

  



 


This is to certify that this Note was executed in my presence on the
date hereof by the party whose signature appears above in the capacity
indicated.


 


	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My commission expires:

  
	
   

  	
   

  
	
   

  	
   

  



 


C-2

















 


	
  Bid

  Rate

  Loan #

  	
   

  	
  Bank

  	
   

  	
  Date of

  Advance

  	
   

  	
  Principal

  Amount

  	
   

  	
  Interest

  Rate

  	
   

  	
  Maturity

  (i.e., Expiration of

  Interest Period

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-3

















 


EXHIBIT D


 


SOLVENCY CERTIFICATE


 


The officer executing this Certificate is the
                
of Vornado Realty Trust, a Maryland real estate investment trust (“General
Partner”), the sole general partner of Vornado Realty L.P., a Delaware limited
partnership (“Borrower”), and is familiar with its properties, assets and
businesses, and is duly authorized to execute this Certificate on behalf of
Borrower pursuant to the Revolving Credit Agreement dated the date hereof (the
“Loan Agreement”) among Borrower, General Partner, the banks party thereto
(each a “Bank” and collectively, the “Banks”) and  JPMorgan Chase Bank, as agent for the Banks (in such capacity, together
with its successors in such capacity, the “Agent”).  In executing this Certificate, such individual is acting solely
in [his] [her] capacity as the
                     
of General Partner, and not in [his] [her] individual capacity.  Unless otherwise defined herein, terms
defined in the Loan Agreement are used herein as therein defined.


 


The undersigned further certifies that [he] [she] has carefully
reviewed the Loan Agreement and the other Loan Documents and the contents of
this Certificate and, in connection herewith, has made such investigation and
inquiries as [he] [she] deems necessary and prudent therefor.  The undersigned further certifies that the
financial information and assumptions which underlie and form the basis for the
representations made in this Certificate were reasonable when made and were
made in good faith and continue to be reasonable as of the date hereof.


 


The undersigned understands that the Agent is relying on the truth and
accuracy of this Certificate in connection with the transactions contemplated
by the Loan Agreement.


 


The undersigned certifies that Borrower is Solvent.


 


IN WITNESS WHEREOF, the undersigned has executed this Certificate on
                                             .


 


D-1

















 


EXHIBIT E


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of
              ,
200    among [insert name of assigning Bank] (“Assignor”),
[insert name of Assignee] (“Assignee”), Vornado Realty L.P., a Delaware limited
partnership (“Borrower”) and  JPMorgan
Chase Bank, as administrative agent for the Banks referred to below (in such
capacity, together with its successors in such capacity, the “Administrative
Agent”).


 


Preliminary Statement


 


1.             This Assignment and
Assumption Agreement (this “Agreement”) relates to the Revolving Credit
Agreement dated July 2, 2003 (as the same may be amended from time to
time, the “Loan Agreement”) among Borrower, Vornado Realty Trust, the banks
party thereto (each a “Bank” and, collectively, the “Banks”) and the
Administrative Agent.  All capitalized
terms not otherwise defined herein shall have the respective meanings set forth
in the Loan Agreement.


 


2.             Subject to the
terms and conditions set forth in the Loan Agreement, Assignor has made a Loan
Commitment to Borrower.


 


3.             Assignor desires to
assign to Assignee all of the rights of Assignor under the Loan Agreement in
respect of a portion of its Ratable Loan and Loan Commitment thereunder in an
amount equal to                   
Dollars
($                )
(collectively, the “Assigned Loan and Commitment”); and Assignee desires to
accept assignment of such rights and assume the corresponding obligations from
Assignor on such terms.  No portion of
any outstanding Bid Rate Loans is being assigned hereby.


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:


 


SECTION 1.  Assignment.  Assignor hereby assigns and sells to
Assignee all of the rights of Assignor under the Loan Agreement in and to the
Assigned Loan and Commitment, and Assignee hereby accepts such assignment from
Assignor and assumes all of the obligations of Assignor under the Loan
Agreement with respect to the Assigned Loan and Commitment.  Upon the execution and delivery hereof by
Assignor, Assignee, Borrower and the Administrative Agent and the payment of
the amount specified in Section 2 hereof required to be paid on the date
hereof, (1) Assignee shall, as of the commencement of business on the date
hereof, succeed to the rights and obligations of a Bank under the Loan
Agreement with a Loan and a Loan Commitment in amounts equal to the Assigned
Loan and Commitment (and the definition of Loan Commitment in the Loan
Agreement is revised accordingly), and (2) the Loan and Loan Commitment of
Assignor shall, as of the commencement of business on the date hereof, be
reduced correspondingly and Assignor released from its obligations under the
Loan Agreement to the extent such obligations have been assumed by
Assignee.  Assignor represents and
warrants to Assignee (1) that Assignor is the legal and beneficial owner of the
Assigned Loan and Commitment free and clear of all liens and other encumbrances
and (2) that Assignor is legally


 


E-1

















 


authorized to enter into this
Agreement.  Except as provided in the
immediately preceding sentence, the assignment provided for herein shall be
without representation or warranty by, or recourse to, Assignor.  Assignee represents and warrants to Assignor
that Assignee is legally authorized to enter into this Agreement.


 


SECTION 2.  Payments.  As consideration for the assignment and sale
contemplated in Section 1 hereof, Assignee shall pay to Assignor on the date hereof
in immediately available funds an amount equal to
                 
Dollars
($             )
[insert the amount of that portion of Assignor’s Loan being assigned].  It is understood that any fees paid to
Assignor under the Loan Agreement are for the account of Assignor.  Each of Assignor and Assignee hereby agrees
that if it receives any amount under the Loan Agreement which is for the
account of the other party hereto, it shall receive the same for the account of
such other party to the extent of such other party’s interest therein and shall
promptly pay the same to such other party.


 


SECTION 3.  [Consent of
Borrower and Administrative Agent;] Execution and Delivery of Note.  [This Agreement is conditioned upon the
consent of  Administrative Agent and,
provided there exists no Event of Default, Borrower pursuant to Section 12.05
of the Loan Agreement.  The execution of
this Agreement by Borrower and the Administrative Agent is evidence of this
consent and acknowledgment, respectively. 
Only
necessary if Assignee is not an existing Bank or a Bank Affiliate]
Pursuant to Section 12.05 of the Loan Agreement, Borrower has agreed to execute
and deliver Ratable Loan Notes payable to the respective orders of Assignee and
Assignor to evidence the assignment and assumption provided for herein.


 


SECTION 4.  Non-Reliance on
Assignor.  Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of Borrower
or any other party to any Loan Document, or the validity and enforceability of
the obligations of Borrower or any other party to a Loan Document in respect of
the Loan Agreement or any other Loan Document. 
Assignee acknowledges that it has, independently and without reliance on
Assignor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of Borrower and the
other parties to the Loan Documents.


 


SECTION 5.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


SECTION 6.  Counterparts.  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.


 


SECTION 7.  Certain
Representations and Agreements by Assignee.  Reference is made to Section 10.13 of the Loan Agreement.  Assignee hereby represents that it is
entitled to receive any payments to be made to it under the Loan Agreement or hereunder
without the withholding of any tax and agrees to furnish the evidence of such
exemption as specified therein and otherwise to comply with the provisions of
said Section 10.13.


 


E-2

















 


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


 


	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Applicable Lending Office:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  [Assignee]

  
	
   

  	
  [Address]

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (    )

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  (    )

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VORNADO REALTY L.P.,

  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vornado Realty Trust,

  a Maryland real estate investment trust,

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph Macnow

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   JPMORGAN CHASE BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
										



 


E-3

















 


EXHIBIT F


 


MATERIAL AFFILIATES


 


	
  Name

  	
   

  	
  State of

  Formation

  	
   

  	
  Borrower’s

  % Interest

  	
   

  	
  Principal

  Business

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


F-1

















 


EXHIBIT G-1


 


BID RATE QUOTE REQUEST


 


	
   

  	
   

  	
  [Date]

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  JPMorgan Chase Bank, as Administrative Agent (the “Administrative
  Agent”)

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Vornado Realty L.P.

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Revolving Credit Agreement (as amended, the “Loan Agreement”) dated
  as of July 2, 2003 among Vornado Realty L.P., Vornado Realty Trust, the
  Banks party thereto and the Administrative Agent

  



 


We hereby give notice pursuant to Section 2.02 of the Loan Agreement
that we request Bid Rate Quotes for the following proposed Bid Rate Loans:


 


Date of Borrowing:  


 


	
  Principal Amount*

  	
   

  	
  Interest
  Period**

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  



 


 


Such Bid Rate Quotes should offer a LIBOR Bid Margin.


 


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


 


	
   

  	
   

  	
  VORNADO REALTY L.P.

  a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Vornado Realty Trust ,

  A Maryland real estate investment trust,

  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph Macnow

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
							



 


 












*              Subject to the
minimum amount and other requirements set forth in Section 2.02(a) of the Loan
Agreement.


**           Subject to the
provisions of the definition of “Interest Period” in the Loan Agreement.


 


G-1-1

















 


EXHIBIT G-2


 


INVITATION FOR BID RATE QUOTES


 


	
  To:

  	
   

  	
  [Bank]

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Invitation for Bid Rate Quotes to Vornado Realty L.P. (“Borrower”)

  



 


Pursuant to Section 2.02 of the Revolving Credit Agreement dated as of
July 2, 2003 among Borrower, Vardano Realty Trust, the Banks party thereto
and the undersigned, as Administrative Agent (as amended, the “Loan
Agreement’), we are pleased on behalf of Borrower to invite you to submit Bid
Rate Quotes to Borrower for the following proposed Bid Rate Loans:


 


Date of Borrowing:


 


	
  Principal Amount

  	
   

  	
  Interest
  Period

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  



 


 


Such Bid Rate Quotes should offer a LIBOR Bid Margin.


 


Please respond to this invitation by no later than 10:00 a.m.  (New York time) on [date].


 


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


 


	
   

  	
  JPMORGAN CHASE BANK,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


G-2-1

















 


EXHIBIT G-3


 


BID RATE QUOTE


 


	
  To:

  	
   

  	
  JPMorgan Chase Bank, as Administrative Agent

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Bid Rate Quote to Vornado Realty L.P. (“Borrower”) pursuant to
  Revolving Credit Agreement dated 
  July 2, 2003 among Borrower, Vornado Realty Trust, the Banks
  party thereto and Administrative Agent (as amended, the “Loan Agreement”)

  



 


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


 


	
  1.

  	
   

  	
  Quoting Bank:

  
	
  2.

  	
   

  	
  Person to contact at quoting Bank:

  
	
  3.

  	
   

  	
  Date of borrowing:
                                          
  *

  
	
  4.

  	
   

  	
  We hereby offer to make Bid Rate Loan(s) in the following principal
  amounts, for the following Interest Periods and at the following rates:

  



 


	
  Principal Amount**

  	
   

  	
  Interest
  Period***

  	
   

  	
  LIBOR Bid
  Margin****

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 












*                                         As
specified in the related Invitation for Bid Rate Quotes.


**           Principal amount bid
for each Interest Period may not exceed principal amount requested.  Specify aggregate limitation if the sum of
the individual offers exceeds the amount the Bank is willing to lend.  Amounts of bids are subject to the
requirements of Section 2.02(c) of the Loan Agreement.


***         No more than three (3)
bids are permitted for each Interest Period.


****       Margin over or under
the LIBOR Interest Rate determined for the applicable Interest Period.  Specify percentage (to the nearest 1/1,000
of 1%) and specify whether “PLUS” or “MINUS”.


5.             LIBOR Reserve
Requirement, if any:
                                           
..


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


 


We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Loan Agreement,
irrevocably obligates us to make the Bid Rate Loan(s) for which any offer(s)
are accepted, in whole or in part.


 


G-3-1

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF BANK]

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


G-3-2

















 


EXHIBIT G-4


 


ACCEPTANCE OF BID RATE QUOTE


 


	
  To:

  	
  JPMorgan Chase Bank, as Administrative Agent (the “Administrative
  Agent”)

  
	
   

  	
   

  
	
  From:

  	
  Vornado Realty L.P.

  
	
   

  	
   

  
	
  Re:

  	
  Revolving Credit Agreement (as amended, the “Loan Agreement”) dated
  as of  July 2, 2003 among Vornado
  Realty L.P., Vornado Realty Trust, the Banks party thereto and the
  Administrative Agent

  



 


We hereby accept the offers to make Bid Rate Loan(s) set forth in the
Bid Rate Quote(s) identified below::


 


 


	
  Bank

  	
   

  	
  Date of
  Bid

  Rate Quote

  	
   

  	
  Principal

  Amount

  	
   

  	
  Interest

  Period

  	
   

  	
  LIBOR

  Bid Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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


 


	
   

  	
   

  	
  Very Truly yours,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VORNADO REALTY L.P.

  a Delaware limited partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Vornado Realty Trust,

  a Maryland real estate investment trust,

  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph Macnow

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
							



 


G-4-1

















 


EXHIBIT H


 


DESIGNATION AGREEMENT


 


Reference is made to that certain Revolving Credit Agreement dated as
of July 2, 2003 (as amended, supplemented or otherwise modified from time
to time, the “Loan Agreement”) among Vornado Realty L.P., Vornado Realty Trust,
the Banks party thereto, and JPMorgan Chase Bank, as administrative agent for
said banks.  Terms defined in the Loan
Agreement and not otherwise defined herein are used herein with the same
meaning.


 


[BANK]
(“Designor”) and
                  ,
a
               
(“Designee”), agree as follows:


 


1.             Designor hereby
designates Designee, and Designee hereby accepts such designation, to have a
right to make Bid Rate Loans pursuant to Section 2.02 of the Loan
Agreement.  Any assignment by Designor
to Designee of its rights to make a Bid Rate Loan pursuant to such Section
shall be effective at the time of the funding of such Bid Rate Loan and not
before such time.


 


2.             Except as set forth
in Section 6 below, Designor makes no representation or warranty and assumes no
responsibility pursuant to this Designation Agreement with respect to (a) any
statements, warranties or representations made in or in connection with any
Loan Document or any other instrument or document furnished pursuant thereto or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Loan Document or any other instrument and document furnished
pursuant thereto or (b) the financial condition of Borrower or the performance
or observance by Borrower of any of their obligations under any Loan Document
or any other instrument or document furnished pursuant thereto.


 


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


 


4.             Designee hereby
appoints Designor as Designee’s agent and attorney-in-fact, and grants to
Designor an irrevocable power of attorney, to receive payments made for the
benefit of Designee under the Loan Agreement, to deliver and receive all
communications and notices under the Loan Agreement and other Loan Documents
and to exercise on Designee’s behalf all rights to vote and to grant and make
approvals, waivers, consents or amendments to or under the Loan Agreement or
other Loan Documents.  Any document
executed by Designor on


 


H-1

















 


Designee’s behalf in connection
with the Loan Agreement or other Loan Documents shall be binding on
Designee.  Borrower, Administrative
Agent and each of the Banks may rely on and are beneficiaries of this
Designation Agreement.


 


5.             Following the
execution of this Designation Agreement by Designor and Designee, it will be
delivered to Administrative Agent for acceptance by Administrative Agent.  The effective date for this Designation Agreement
(the “Effective Date”) shall be the date of acceptance hereof by Administrative
Agent.


 


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


 


7.             As of the Effective
Date, Designee shall be a party to the Loan Agreement with a right to make Bid
Rate Loans as a Bank pursuant to Section 2.02 of the Loan Agreement and the
rights and obligations of a Bank related thereto; provided, however,
that Designee shall not be required to make payments with respect to such
obligations except to the extent of excess cash flow of Designee which is not
otherwise required to repay obligations of Designee which are then due and
payable.  Notwithstanding the foregoing,
Designor, as administrative agent for Designee, shall be and remain obligated
to Borrower, Administrative Agent and the Banks for each and every of the
obligations of Designee and Designor with respect to the Loan Agreement,
including, without limitation, any indemnification obligations under Section
10.05 of the Loan Agreement.


 


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


 


9.             This Designation
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


H-2

















 


IN WITNESS WHEREOF, Designor and Designee have executed and delivered
this Designation Agreement as of the date first set forth above.


 


	
   

  	
  [DESIGNOR]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [DESIGNEE]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Applicable Lending Office

  and Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone:   (    ) 

  	
   

  	
   

  
	
   

  	
  Telecopy:     (    ) 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCEPTED AS OF THE     DAY OF
                    ,
  20   .

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
										



 


H-3