<TABLE>
<CAPTION>

                                 TABLE OF CONTENTS
                                 -----------------


<S>                                                                            <C>

ARTICLE I  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     SECTION 1.01.  Defined Terms . . . . . . . . . . . . . . . . . . . . . . .   1
     SECTION 1.02.  Classification of Loans and Borrowings. . . . . . . . . . .  24
     SECTION 1.03.  Terms Generally . . . . . . . . . . . . . . . . . . . . . .  24
     SECTION 1.04.  Accounting Terms; GAAP. . . . . . . . . . . . . . . . . . .  24


ARTICLE II  The Credits.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     SECTION 2.01.  Commitments.. . . . . . . . . . . . . . . . . . . . . . . .  25
     SECTION 2.02.  Loans and Borrowings. . . . . . . . . . . . . . . . . . . .  25
     SECTION 2.03.  Requests for Revolving Borrowings . . . . . . . . . . . . .  26
     SECTION 2.04.  Competitive Bid Procedure . . . . . . . . . . . . . . . . .  27
     SECTION 2.04.A.  Swingline Loans . . . . . . . . . . . . . . . . . . . . .  30
     SECTION 2.05.  Letters of Credit . . . . . . . . . . . . . . . . . . . . .  31
     SECTION 2.06.  Funding of Borrowings . . . . . . . . . . . . . . . . . . .  36
     SECTION 2.07.  Interest Elections. . . . . . . . . . . . . . . . . . . . .  37
     SECTION 2.08.  Termination, Reduction and Increase of Commitments. . . . .  38
     SECTION 2.09.  Repayment of Loans; Evidence of Debt. . . . . . . . . . . .  39
     SECTION 2.10.  Prepayment of Loans . . . . . . . . . . . . . . . . . . . .  40
     SECTION 2.11.  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
     SECTION 2.12.  Interest. . . . . . . . . . . . . . . . . . . . . . . . . .  42
     SECTION 2.13.  Alternate Rate of Interest. . . . . . . . . . . . . . . . .  43
     SECTION 2.14.  Increased Costs . . . . . . . . . . . . . . . . . . . . . .  44
     SECTION 2.15.  Break Funding Payments. . . . . . . . . . . . . . . . . . .  46
     SECTION 2.16.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
     SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs  47
     SECTION 2.18.  Mitigation Obligations; Replacement of Lenders. . . . . . .  49
     SECTION 2.19.  Extension.. . . . . . . . . . . . . . . . . . . . . . . . .  50


ARTICLE III  Representations and Warranties . . . . . . . . . . . . . . . . . .  52
     SECTION 3.01.  Organization; Powers. . . . . . . . . . . . . . . . . . . .  52
     SECTION 3.02.  Authorization; Enforceability . . . . . . . . . . . . . . .  52
     SECTION 3.03.  Governmental Approvals; No Conflicts. . . . . . . . . . . .  52
     SECTION 3.04.  Financial Condition; No Material Adverse Change . . . . . .  52
     SECTION 3.05.  Properties. . . . . . . . . . . . . . . . . . . . . . . . .  53
     SECTION 3.06.  Intellectual Property . . . . . . . . . . . . . . . . . . .  54
     SECTION 3.07.  Litigation and Environmental Matters. . . . . . . . . . . .  55
     SECTION 3.08.  Compliance with Laws and Agreements . . . . . . . . . . . .  57
     SECTION 3.09.  Investment and Holding Company Status . . . . . . . . . . .  57
     SECTION 3.10.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
     SECTION 3.11.  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
     SECTION 3.12.  Disclosure. . . . . . . . . . . . . . . . . . . . . . . . .  57
     SECTION 3.13.  Insurance . . . . . . . . . . . . . . . . . . . . . . . . .  58
     SECTION 3.14.  Margin Regulations. . . . . . . . . . . . . . . . . . . . .  58
     SECTION 3.15.  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . .  58


ARTICLE IV  Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
     SECTION 4.01.  Effective Date. . . . . . . . . . . . . . . . . . . . . . .  59
     SECTION 4.02.  Each Credit Event . . . . . . . . . . . . . . . . . . . . .  60


ARTICLE V  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . .  60
     SECTION 5.01.  Financial Statements; Ratings Change and Other Information.  60
     SECTION 5.02.  Financial Tests.. . . . . . . . . . . . . . . . . . . . . .  62
     SECTION 5.03.  Notices of Material Events. . . . . . . . . . . . . . . . .  62
     SECTION 5.04.  Existence; Conduct of Business. . . . . . . . . . . . . . .  63
     SECTION 5.05.  Payment of Obligations. . . . . . . . . . . . . . . . . . .  63
     SECTION 5.06.  Maintenance of Properties; Insurance. . . . . . . . . . . .  63
     SECTION 5.07.  Books and Records; Inspection Rights. . . . . . . . . . . .  63
     SECTION 5.08.  Compliance with Laws. . . . . . . . . . . . . . . . . . . .  64
     SECTION 5.09.  Use of Proceeds and Letters of Credit . . . . . . . . . . .  64
     SECTION 5.10.  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . .  64
     SECTION 5.11.  Environmental Matters.. . . . . . . . . . . . . . . . . . .  64
     SECTION 5.12.  Property Pool . . . . . . . . . . . . . . . . . . . . . . .  65
     SECTION 5.13.  Guaranties. . . . . . . . . . . . . . . . . . . . . . . . .  67
     SECTION 5.14.  Further Assurances. . . . . . . . . . . . . . . . . . . . .  67


ARTICLE VI  Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . .  67
     SECTION 6.01.  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . .  67
     SECTION 6.02.  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
     SECTION 6.03.  Fundamental Changes . . . . . . . . . . . . . . . . . . . .  68
     SECTION 6.04.  Investments, Loans, Advances and Acquisitions . . . . . . .  68
     SECTION 6.05.  Hedging Agreements. . . . . . . . . . . . . . . . . . . . .  70
     SECTION 6.06.  Restricted Payments . . . . . . . . . . . . . . . . . . . .  70
     SECTION 6.07.  Transactions with Affiliates. . . . . . . . . . . . . . . .  70
     SECTION 6.08.  Restrictive Agreements. . . . . . . . . . . . . . . . . . .  71


ARTICLE VII  Events of Default. . . . . . . . . . . . . . . . . . . . . . . . .  71


ARTICLE VIII  The Administrative Agent. . . . . . . . . . . . . . . . . . . . .  74


ARTICLE IX  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     SECTION 9.01.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     SECTION 9.02.  Waivers; Amendments . . . . . . . . . . . . . . . . . . . .  77
     SECTION 9.03.  Expenses; Indemnity; Damage Waiver. . . . . . . . . . . . .  78
     SECTION 9.04.  Successors and Assigns. . . . . . . . . . . . . . . . . . .  79
     SECTION 9.05.  Survival. . . . . . . . . . . . . . . . . . . . . . . . . .  82
     SECTION 9.06.  Counterparts; Integration; Effectiveness. . . . . . . . . .  83
     SECTION 9.07.  Severability. . . . . . . . . . . . . . . . . . . . . . . .  83
     SECTION 9.08.  Right of Setoff . . . . . . . . . . . . . . . . . . . . . .  83
     SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.  84
     SECTION 9.10.  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . .  84
     SECTION 9.11.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . .  85
     SECTION 9.12.  Confidentiality . . . . . . . . . . . . . . . . . . . . . .  85
     SECTION 9.13.  Interest Rate Limitation. . . . . . . . . . . . . . . . . .  86
     SECTION 9.14.  Liability of Holders. . . . . . . . . . . . . . . . . . . .  86



  SCHEDULES:
  ----------

Schedule 2.01 - Commitments
Schedule 2.05(d) - Existing Letters of Credit
Schedule 3.05(f) - Earthquake or Seismic Area
Schedule 3.07 -  Disclosed Matters
Schedule 3.15 - Subsidiaries
Schedule 5.12(b) -  Property Without Environmental Assessments
Schedule 5.12.A -  Pool
Schedule 6.02 -  Existing Liens
Schedule 6.04 - Certain Investments
Schedule 6.08 - Existing Restrictions



  EXHIBITS:
  ---------


Exhibit A -  Form of Assignment and Assumption
Exhibit B - Form of Compliance Certificate
Exhibit C - Form of Guaranty
Exhibit D -  Note
Exhibit D-1 - Swingline Note
Exhibit E - Form of Borrowing Request/Interest Rate Election
Exhibit F - Form of Competitive Bid Request
Exhibit G  - Burnham Portfolio


</TABLE>


<PAGE>



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

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                   dated as of


                                November 14, 2003


                                      among


                          WEINGARTEN REALTY INVESTORS,


                            The Lenders Party Hereto


                                       and


                              JPMORGAN CHASE BANK,
                             as Administrative Agent


                                       and


           BANK OF AMERICA, N.A., and COMMERZBANK AG, NEW YORK BRANCH
                              as Syndication Agents


                                       and


             PNC BANK, NATIONAL ASSOCIATION and WACHOVIA BANK, N.A.
                             as Documentation Agents


                                       and


                   BANK ONE, NA, KEYBANK NATIONAL ASSOCIATION,
              SOUTHTRUST BANK, SUMITOMO MITSUI BANKING CORPORATION,
                   SUNTRUST BANK, and THE BANK OF NOVA SCOTIA
                               As Managing Agents


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



                          J.P. MORGAN SECURITIES INC.,
                               as Sole Bookrunner


         J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,
                                 as Co-Arrangers


         AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") dated as of
              November 14, 2003, among WEINGARTEN REALTY INVESTORS,
         a Texas real estate investment trust, the LENDERS party hereto,
                  JPMORGAN CHASE BANK, as Administrative Agent,
           BANK OF AMERICA, N.A. and COMMERZBANK AG, NEW YORK BRANCH,
            as Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION
                and WACHOVIA BANK, N.A. as Documentation Agents.


          WHEREAS,  the  Borrower,  the  Administrative Agent and certain of the
Lenders  entered  into  a  Credit  Agreement  dated  as of November 21, 2000 (as
amended  to  the  date  hereof,  the  "Original  Credit  Agreement");  and
                                       ---------------------------

          WHEREAS,  the Borrower has requested that the Administrative Agent and
the  Lenders  amend  and  restate  the  Original  Credit  Agreement  and  the
Administrative  Agent and the Lenders have agreed to do so pursuant to the terms
of  this  Agreement;  and

          WHEREAS,  the  Borrower desires to obtain Loans and obtain  Letters of
Credit  (as  such  terms  are  hereinafter  defined)  from  the  Lenders;  and

          WHEREAS,  subject  to  and  upon  the terms and conditions  set  forth
herein,  the  Lenders  are willing to make Loans and provide for the issuance of
Letters  of  Credit  to  the  Borrower,  as  provided  for  herein;

          NOW, THEREFORE, in consideration of the promises and the covenants and
agreements  contained  herein, the adequacy of which is hereby acknowledged, the
parties  hereto  hereby  agree  that  the  aforementioned  recitals are true and
correct  and hereby incorporated herein and that the parties hereto hereby agree
as  follows:

                                    ARTICLE I

                                   Definitions

     SECTION  1.01.  Defined  Terms.  As  used  in this Agreement, the following
terms  have  the  meanings  specified  below:



          "ABR",  when  used  in  reference  to any Loan or Borrowing, refers to
           ---
whether  such Loan, or the Loans comprising such Borrowing, are bearing interest
at  a  rate  determined  by  reference  to  the  Alternate  Base  Rate.

          "Adjusted  LIBO  Rate" means, with respect to any Eurodollar Borrowing
           --------------------
for  any  Interest  Period,  an  interest  rate  per  annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period  multiplied  by  (b)  the  Statutory  Reserve  Rate.

          "Adjusted  Net  Operating Income" shall mean, for any income producing
           -------------------------------
Real Property, the Net Operating Income less the Capital Expenditure Reserve for
such  property.

          "Administrative  Agent"  means JPMorgan Chase Bank, in its capacity as
           ---------------------
administrative  agent  for  the  Lenders  hereunder.

          "Administrative  Questionnaire"  means an Administrative Questionnaire
           -----------------------------
in  a  form  supplied  by  the  Administrative  Agent.

          "Affiliate"  means, with respect to a specified Person, another Person
           ---------
that  directly, or indirectly through one or more intermediaries, Controls or is
Controlled  by  or  is  under  common  Control  with  the  Person  specified.

          "Alternate  Base  Rate"  means, for any day, a rate per annum equal to
           ---------------------
the  greater  of  (a)  the Prime Rate in effect on such day, and (b) the Federal
Funds  Effective  Rate  in effect on such day plus 1/2 of 1%.  Any change in the
Alternate  Base  Rate  due  to  a  change in the Prime Rate or the Federal Funds
Effective  Rate shall be effective from and including the effective date of such
change  in  the  Prime  Rate  or the Federal Funds Effective Rate, respectively.

          "Applicable  Percentage"  means,  with  respect  to  any  Lender,  the
           ----------------------
percentage of the total Commitments represented by such Lender's Commitment.  If
the  Commitments have terminated or expired, the Applicable Percentages shall be
determined  based  upon  the  Revolving Credit Exposure most recently in effect,
giving  effect  to  any  assignments.

          "Applicable  Rate" means, for any day, with respect to any ABR Loan or
           ----------------
Eurodollar  Revolving  Loan,  or  with  respect  to  the  facility  fees payable
hereunder,  as  the  case  may be, the applicable rate per annum set forth below
under  the  caption "ABR Spread", "Eurodollar Spread" or "Facility Fee Rate", as
the  case  may  be,  based  upon  the  ratings by Moody's and S&P, respectively,
applicable  on  such  date  to  the  Index  Debt:
                         ABR     Eurodollar     Facility Fee
                         ---     ----------     ------------

               Index Debt Ratings:     Spread     Spread     Rate
               -------------------     ------     ------     ----
                                   Category 1
                                   ----------

                    A/A2 or better     0     0.50%     0.15%
                                   Category 2
                                   ----------

                         A-/A3     0     0.55%     0.15%
                                   Category 3
                                   ----------

                       BBB+Baa1     0     0.60%     0.15%
                                   Category 4
                                   ----------

                       BBB/Baa2     0     0.70%     0.20%
                                   Category 5
                                   ----------

                       BBB-/Baa3     0     0.90%     0.25%
                                     =     =====     =====
                                   Category 6
                                   ----------

               Worse than BBB-/Baa3     0.25%     1.20%     0.30%
               ====================     =====     =====     =====
          For  purposes of the foregoing, (i) if either Moody's or S&P shall not
have  in  effect  a  rating  for  the  Index  Debt  (other than by reason of the
circumstances  referred  to  in the last sentence of this definition), then such
rating  agency  shall be deemed to have established a rating in Category 6; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for  the  Index Debt shall fall within different Categories, the Applicable Rate
shall be based on the higher of the two ratings unless one of the two ratings is
two  or  more Categories lower than the other, in which case the Applicable Rate
shall  be  determined by reference to the Category next below that of the higher
of  the two ratings; and (iii) if the ratings established or deemed to have been
established  by  Moody's and S&P for the Index Debt shall be changed (other than
as  a  result  of  a change in the rating system of Moody's or S&P), such change
shall  be  effective  as  of  the  date  on  which  it is first announced by the
applicable  rating agency, irrespective of when notice of such change shall have
been  furnished by the Borrower to the Agent and the Lenders pursuant to Section
                                                                         -------
5.01(e)  hereof  or  otherwise.  Each  change in the Applicable Rate shall apply
-------
during  the period commencing on the effective date of such change and ending on
---
the  date  immediately preceding the effective date of the next such change.  If
the  rating  system  of  Moody's  or  S&P shall change, or if either such rating
agency  shall  cease to be in the business of rating corporate debt obligations,
the  Borrower  and  the  Lenders  shall  negotiate  in  good faith to amend this
definition  to  reflect  such  changed  rating  system  or the unavailability of
ratings  from  such  rating  agency  and,  pending the effectiveness of any such
amendment,  the  Applicable  Rate shall be determined by reference to the rating
most  recently  in  effect  prior  to  such  change  or  cessation.

          "Approved Fund" means any Person (other than a natural person) that is
           -------------
engaged  in  making,  purchasing, holding or investing in bank loans and similar
extensions  of  credit  in  the  ordinary  course  of  its  business and that is
administered  or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity  or  an  Affiliate  of  an  entity  that administers or manages a Lender.

          "Assignment and Assumption" means an assignment and assumption entered
           -------------------------
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
            ------------
of  Exhibit  A  or  any  other  form  approved  by  the  Administrative  Agent.
    ----------

          "Availability  Period"  means  the  period  from  and  including  the
           --------------------
Effective  Date  to  but  excluding  the  Maturity  Date.

          "Board"  means the Board of Governors of the Federal Reserve System of
           -----
the  United  States  of  America.

          "Borrower"  means  Weingarten  Realty  Investors,  a Texas real estate
           --------
investment  trust.

          "Borrowing"  means  (a)  Revolving  Loans  of  the  same  Type,  made,
           ---------
converted or continued on the same date and, in the case of Eurodollar Loans, as
to  which a single Interest Period is in effect, (b) a Competitive Loan or group
of  Competitive  Loans  of the same Type made on the same date and as to which a
single  Interest  Period  is  in  effect,  or  (c)  a  Swingline  Loan.

          "Borrowing  Request"  means  a request by the Borrower for a Revolving
           ------------------
Borrowing  in  accordance  with  Section  2.03  or  2.04.A.
                                 -------------      ------

          "Burnham  Portfolio"  means  the  Real  Property  listed  on Exhibit G
           ------------------                                          ---------
attached  hereto  and  hereby  made  a  part  hereof.

          "Business  Day"  means any day that is not a Saturday, Sunday or other
           -------------
day  on  which  commercial  banks  in  Houston,  Texas or New York, New York are
authorized  or  required  by  law  to remain closed; provided that, when used in
                                                     --------
connection  with  a  Eurodollar Loan, the term "Business Day" shall also exclude
                                                ------------
any  day  on  which  banks  are  not open for dealings in dollar deposits in the
London  interbank  market.

     "Capital Expenditure Reserve" means, on an annual basis, an amount equal to
      ---------------------------
(a)  for use in calculating the Fixed Charge Coverage Ratio and the Adjusted Net
Operating  Income,  the product of (i) the aggregate number of gross square feet
of  improvements contained in each Real Property parcel owned by Borrower or any
Subsidiary measured as of the last day of each of the immediately preceding four
(4)  calendar  quarters  and  averaged,  multiplied by (ii) (x) $0.25 for Retail
Property  and  (y) $0.15 for Industrial Property; and (b) for use in calculating
Value,  the  product  of  (i)  the  aggregate  number  of  gross  square feet of
improvements  contained in the applicable Real Property owned by Borrower or any
Subsidiary  as  of  the  last day of the immediately preceding calendar quarter,
multiplied  by (ii) $0.15.  Capital Expenditure Reserve shall be calculated on a
consolidated  basis in accordance with GAAP, and including (without duplication)
the  Equity  Percentage  of  Capital  Expenditure  Reserve  for  the  Borrower's
Unconsolidated  Affiliates.

          "Capital  Lease  Obligations"  of  any Person means the obligations of
           ---------------------------
such  Person  to  pay  rent  or  other  amounts  under  any  lease  of (or other
arrangement  conveying  the  right  to  use)  real  or  personal  property, or a
combination  thereof,  which  obligations  are  required  to  be  classified and
accounted  for  as  capital leases on a balance sheet of such Person under GAAP,
and  the  amount  of  such  obligations  shall be the capitalized amount thereof
determined  in  accordance  with  GAAP.

          "Change  in  Control" means (a) the acquisition of ownership, directly
           -------------------
or  indirectly,  beneficially  or  of record, by any Person or group (within the
meaning  of  the Securities Exchange Act of 1934 and the rules of the Securities
and  Exchange  Commission thereunder as in effect on the date hereof), of shares
representing more than 33% of the aggregate ordinary voting power represented by
the  issued  and  outstanding capital stock of the Borrower; (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower  by Persons who were neither (i) nominated by the board of directors of
the  Borrower  nor  (ii)  appointed  by  directors  so  nominated;  or  (c)  the
acquisition  of  direct  or  indirect  Control  of the Borrower by any Person or
group.

          "Change  in Law" means (a) the adoption of any law, rule or regulation
           --------------
after  the  date of this Agreement by any Governmental Authority, (b) any change
in  any  law, rule or regulation or in the interpretation or application thereof
by any Governmental Authority after the date of this Agreement or (c) compliance
by  any  Lender or the Issuing Bank (or, for purposes of Section 2.14(b), by any
                                                         ---------------
lending  office of such Lender or by such Lender's or the Issuing Bank's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this  Agreement.

          "Class",  when  used  in reference to any Loan or Borrowing, refers to
           -----
whether  such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive  Loans  or  Swingline  Loans.

          "Code"  means  the Internal Revenue Code of 1986, as amended from time
           ----
to  time.

          "Commitment"  means,  with  respect  to each Lender, the commitment of
           ----------
such  Lender to make Revolving Loans and to acquire participations in Letters of
Credit  and  Swingline Loans hereunder,  expressed as an amount representing the
maximum  aggregate  amount of such Lender's Revolving Credit Exposure hereunder,
as  such  commitment  may  be reduced or increased from time to time pursuant to
assignments  by  or to such Lender pursuant to Section 9.04.  The initial amount
                                               ------------
of  each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment
                                             -------------
and  Assumption pursuant to which such Lender shall have assumed its Commitment,
as  applicable.  The  initial  aggregate  amount  of the Lenders' Commitments is
$400,000,000.00.

          "Competitive  Bid"  means  an  offer by a Lender to make a Competitive
           ----------------
Loan  in  accordance  with  Section  2.04.
                            -------------

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
           --------------------
Margin  or  the  Fixed  Rate,  as  applicable, offered by the Lender making such
Competitive  Bid.

          "Competitive  Bid  Request"  means  a  request  by  the  Borrower  for
           -------------------------
Competitive  Bids  in  accordance  with  Section  2.04.
                                         -------------

          "Competitive  Loan"  means  a  Loan  made  pursuant  to  Section 2.04.
           -----------------                                       ------------

          "Compliance  Certificate" has the meaning set forth in Section 5.01(c)
           -----------------------                               ---------------
hereof  and  a  form  of  which  is  attached  hereto  as  Exhibit  B.
                                                           ----------

          "Control"  means  the possession, directly or indirectly, of the power
           -------
to  direct  or  cause  the  direction of the management or policies of a Person,
whether  through the ability to exercise voting power, by contract or otherwise,
which  includes  the  customary  powers  of  a  managing  member  of any limited
liability  company, any general partner of any limited partnership, or any board
of  directors  of  a  corporation.  "Controlling" and "Controlled" have meanings
                                     -----------       ----------
correlative  thereto.

          "Credit  Party"  means  the  Borrower  and  each  Guarantor,  if  any.
           -------------

     "Debt  to  Total  Asset  Value  Ratio" shall mean the ratio (expressed as a
      ------------------------------------
percentage)  of  the  Borrower's  Indebtedness  to  Total  Asset  Value.

          "Default"  means  any event or condition which constitutes an Event of
           -------
Default  or  which  upon  notice,  lapse  of time or both would, unless cured or
waived,  become  an  Event  of  Default.

          "Development  Property"  means the property described in clause (c) of
           ---------------------                                   ----------
the  definition  of  Value.

          "Disclosed  Matters"  means the actions, suits and proceedings and the
           ------------------
environmental  matters  disclosed  in  Schedule  3.07.
                                       --------------

          "Dollars"  or  "$"  refers  to  lawful  money  of the United States of
           -------        -
America.

     "EBITDA"  means  an  amount  derived  from  (a) net income, plus (b) to the
      ------
extent  included in the determination of net income, depreciation, amortization,
interest  expense  and income taxes, plus or minus (c) to the extent included in
the  determination  of  net  income, any extraordinary losses or gains resulting
from sales, write-downs, write-ups, write-offs or other valuation adjustments of
assets  or  liabilities,  in each case, as determined on a consolidated basis in
accordance  with GAAP, and including (without duplication) the Equity Percentage
of  EBITDA  for  the  Borrower's  Unconsolidated  Affiliates.

          "Effective  Date"  means the date on which the conditions specified in
           ---------------
Section  4.01  are  satisfied  (or  waived  in  accordance  with  Section 9.02).
 ------------                                                     ------------

      "Eligible  Ground  Lease" shall mean a lease of Real Property in which the
       -----------------------
Borrower  or  a  Subsidiary is ground lessee meeting the following requirements:
(a)  a  remaining  term  (including renewal options exercisable at lessee's sole
option) of at least twenty-five (25) years, and (b) the Administrative Agent has
determined  that  the  ground lease is financeable in that it provides or allows
(either  in  the  ground lease or in a current valid estoppel letter executed by
the  landlord)  for,  without  further consent from the landlord, (i) notice and
right  to  cure  to lessee's lender, (ii) a pledge and mortgage of the leasehold
interest,  and  (iii)  recognition  of  a  foreclosure of the leasehold interest
including  no  prohibition  on  entering  into  a  new  lease  with  the lender.

          "Encumbered  Pool  Property" means Real Property that satisfies all of
           --------------------------
the  requirements  of  Qualified  Real  Property,  except  that (a) the property
secures Indebtedness existing at the time of, and assumed by the Borrower or the
Subsidiary  owning  the property upon, acquisition of the property, with a ratio
of the unpaid balance of said Indebtedness to the Value of said property that is
less  than  or  equal  to  forty percent (40%) (such calculation to be made upon
initial  inclusion  of  the  property  in  the  Pool and on the last day of each
calendar quarter thereafter for so long as the property is to be included in the
Pool),  and  (b)  provisions  in  the  documentation evidencing the Indebtedness
secured  by  said  property limit the creation of a Lien against the property or
the  property  is  subject  to  or affected by a limiting agreement described in
Section  6.08(a).  Provided,  however,  that properties in the Burnham Portfolio
    ------------
are  eligible  for  inclusion  as  Encumbered  Pool Property even if they do not
satisfy  the  loan  to  value  ratio  test  set  forth  in  clause  (a)  above.
                                                            -----------

          "Environmental  Laws"  means  all applicable laws, rules, regulations,
           -------------------
codes,  ordinances,  orders,  decrees,  judgments,  injunctions,  or  binding
agreements  issued,  promulgated  or entered into by any Governmental Authority,
relating  in  any way to the environment, preservation or reclamation of natural
resources,  the  management,  release  or  threatened  release  of any Hazardous
Material  or  to health and safety matters and includes (without limitation) the
Comprehensive  Environmental  Response,  Compensation,  and  Liability  Act
("CERCLA"), 42 U.S.C. Sec.  9601 et seq., the Hazardous Materials Transportation
                                 -- ---
Act,  49  U.S.C.  Sec.  1801  et  seq.,  the Federal Insecticide, Fungicide, and
                              --  ---
Rodenticide  Act,  7  U.S.C.  Sec.  136  et  seq., the Resource Conservation and
                                         --  ---
Recovery  Act  ("RCRA"),  42  U.S.C.  Sec.  6901  et  seq., the Toxic Substances
                 -----                            --  ---
Control Act, 15 U.S.C. Sec.  2601 et seq., the Clean Air Act, 42 U.S.C. Sec.7401
                                  -- ---
et  seq.,  the  Clean  Water Act, 33 U.S.C. Sec.  1251 et seq., the Occupational
--  ---                                                -- ---
Safety  and  Health  Act,  29  U.S.C. Sec.  651 et seq., (to the extent the same
--                                              -- ---
relates  to  any  Hazardous  Materials),  and  the Oil Pollution Act of 1990, 33
--
U.S.C.  Sec.  2701  et  seq, as such laws have been amended or supplemented, and
--
the  regulations promulgated pursuant thereto, and all analogous state and local
--
statutes.

          "Environmental Liability" means any liability, contingent or otherwise
           -----------------------
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of  the  Borrower  or  any  Subsidiary directly or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b)  exposure  to any Hazardous Materials in violation of any Environmental Law,
(c)  the  Release  or  threatened  Release  of  any Hazardous Materials into the
environment in violation of any Environmental Law or (d) any contract, agreement
or  other  consensual  arrangement  pursuant  to  which  liability is assumed or
imposed  with  respect  to  any  of  the  foregoing.

          "Equity  Percentage"  means  the  aggregate  ownership  percentage  of
           ------------------
Borrower  and  its Subsidiaries in each Unconsolidated Affiliate, which shall be
calculated  as  follows:  (a)  for inclusion in Indebtedness, Borrower's nominal
capital  ownership  interest in the Unconsolidated Affiliate as set forth in the
Unconsolidated  Affiliate's  organizational  documents,  and  (b)  for all other
purposes,  the  greater  of (i) Borrower's nominal capital ownership interest in
the  Unconsolidated  Affiliate  as  set  forth in the Unconsolidated Affiliate's
organizational documents, and (ii) Borrower's economic ownership interest in the
Unconsolidated  Affiliate, reflecting Borrower's share of income and expenses of
the  Unconsolidated  Affiliate.

          "ERISA"  means the Employee Retirement Income Security Act of 1974, as
           -----
amended  from  time  to  time.

          "ERISA  Affiliate"  means  any  trade  or  business  (whether  or  not
           ----------------
incorporated)  that, together with the Borrower, is treated as a single employer
under  Section  414(b) or (c) of the Code or, solely for purposes of Section 302
of  ERISA  and  Section  412  of the Code, is treated as a single employer under
Section  414  of  the  Code.

          "ERISA  Event" means (a) any "reportable event", as defined in Section
           ------------
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than  an  event for which the 30-day notice period is waived); (b) the existence
with  respect  to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing  pursuant  to Section 412(d) of the Code or Section 303(d) of ERISA of an
application  for  a  waiver  of the minimum funding standard with respect to any
Plan;  (d)  the incurrence by the Borrower or any of its ERISA Affiliates of any
liability  under  Title IV of ERISA with respect to the termination of any Plan;
(e)  the  receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator  of  any  notice relating to an intention to terminate any Plan or
Plans  or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower  or  any  of  its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt  by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any  Multiemployer  Plan from the Borrower or any ERISA Affiliate of any notice,
concerning  the  imposition  of  Withdrawal  Liability or a determination that a
Multiemployer  Plan  is,  or  is expected to be, insolvent or in reorganization,
within  the  meaning  of  Title  IV  of  ERISA.

          "Eurodollar",  when used in reference to any Loan or Borrowing, refers
           ----------
to  whether  such  Loan,  or  the  Loans  comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case  of  a  Competitive  Loan,  the  LIBO  Rate).

          "Event  of  Default"  has the meaning assigned to such term in Article
           ------------------                                            -------
VII.
  -

          "Excluded  Taxes" means, with respect to the Administrative Agent, any
           ---------------
Lender,  the Issuing Bank or any other recipient of any payment to be made by or
on  account of any obligation of the Borrower hereunder, (a) income or franchise
taxes  imposed  on  (or  measured  by)  its  net income  by the United States of
America,  or  by  the  jurisdiction  under  the  laws of which such recipient is
organized  or  in  which  its principal office is located or, in the case of any
Lender,  in  which  its  applicable  lending  office  is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by  any  other jurisdiction in which the Borrower is located and (c) in the case
of  a  Foreign  Lender  (other  than  an  assignee  pursuant to a request by the
Borrower  under Section 2.18(b)), any withholding tax that is imposed on amounts
                ---------------
payable  to  such Foreign Lender at the time such Foreign Lender becomes a party
to  this  Agreement  (or  designates a new lending office) or is attributable to
such  Foreign  Lender's  failure  to  comply with Section 2.16(e), except to the
                                                  ---------------
extent  that  such Foreign Lender (or its assignor, if any) was entitled, at the
time  of  designation  of  a  new  lending  office  (or  assignment), to receive
additional  amounts  from  the  Borrower  with  respect  to such withholding tax
pursuant  to  Section  2.16(a).
              ----------------

          "Extension  Request"  has  the  meaning  set  forth  in  Section 2.19.
           ------------------                                      ------------

          "Federal  Funds  Effective  Rate"  means,  for  any  day, the weighted
           -------------------------------
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight  Federal funds transactions with members of the Federal Reserve System
arranged  by Federal funds brokers, as published on the next succeeding Business
Day  by  the  Federal  Reserve  Bank  of  New  York,  or, if such rate is not so
published  for  any day that is a Business Day, the average (rounded upwards, if
necessary,  to  the  next  1/100  of 1%) of the quotations for such day for such
transactions  received  by  the  Administrative  Agent  from three Federal funds
brokers  of  recognized  standing  selected  by  it.

          "Financial  Officer"  means the Vice President of Capital Markets, the
           ------------------
chief  financial  officer, principal accounting officer, treasurer or controller
of  the  Borrower.

          "Fixed  Charge  Coverage  Ratio"  shall  mean  the  ratio  of  (a) the
           ------------------------------
Borrower's  EBITDA for the immediately preceding four (4) calendar quarters less
the Capital Expenditure Reserve for such period; to (b) all of the principal due
and payable and principal paid on the Borrower's Indebtedness (excluding balloon
payments of principal due at the stated maturity of such Indebtedness, full loan
prepayments  prior  to  the  stated  maturity  thereof,  and  any  partial  loan
prepayments  made  with  casualty  or  condemnation  proceeds),  plus all of the
Borrower's Interest Expense, plus the aggregate of all cash dividends payable on
the Borrower's or any of its Subsidiaries' preferred stock, in each case for the
period  used  to  calculate  EBITDA,  all  of  the  foregoing calculated without
duplication.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
           ----------
Eurodollar  Competitive Loan), the fixed rate of interest per annum specified by
the  Lender  making  such  Competitive  Loan  in  its  related  Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
           ---------------
Rate.

          "Foreign  Lender" means any Lender that is organized under the laws of
           ---------------
a  jurisdiction  other than that in which the Borrower is located.  For purposes
of  this  definition,  the  United States of America, each State thereof and the
District  of  Columbia  shall  be  deemed  to  constitute a single jurisdiction.

          "Funds  From  Operations"  shall  mean  net  income  of  the  Borrower
           -----------------------
determined  in  accordance  with  GAAP,  plus  depreciation  and  amortization;
provided,  that there shall not be included in such calculation any gain or loss
from  debt  restructuring  and sales of property.  Funds From Operations will be
calculated  for the four (4) calendar quarters immediately preceding the date of
the  calculation.  Funds  From  Operations shall be calculated on a consolidated
basis,  and  including (without duplication) the Equity Percentage of Funds From
Operations  for  the  Borrower's  Unconsolidated  Affiliates.

          "GAAP"  means  generally  accepted accounting principles in the United
           ----
States  of  America,  subject  to  the  provisions  of  Section  1.04.
                                                        -------------

          "Governmental  Authority" means the government of the United States of
           -----------------------
America, any other nation or any political subdivision thereof, whether state or
local,  and  any  agency,  authority,  instrumentality,  regulatory body, court,
central  bank  or  other  entity  exercising  executive,  legislative, judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

          "Guarantee"  of  or  by  any  Person  (the  "guarantor")  means  any
           ---------                                   ---------
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic  effect  of  guaranteeing  any  Indebtedness or other obligation of any
other  Person  (the  "primary  obligor")  in  any  manner,  whether  directly or
                      ----------------
indirectly,  and  including any obligation of the guarantor, direct or indirect,
(a)  to  purchase or pay (or advance or supply funds for the purchase or payment
of)  such  Indebtedness  or  other  obligation  or to purchase (or to advance or
supply  funds  for the purchase of) any security for the payment thereof, (b) to
purchase  or  lease property, securities or services for the purpose of assuring
the  owner  of such Indebtedness or other obligation of the payment thereof, (c)
to  maintain  working  capital,  equity capital or any other financial statement
condition  or  liquidity  of  the  primary  obligor  so as to enable the primary
obligor  to pay such Indebtedness or other obligation or (d) as an account party
in  respect of any letter of credit or letter of guaranty issued to support such
Indebtedness  or obligation; provided, that the term Guarantee shall not include
                             --------
endorsements  for  collection or deposit in the ordinary course of business, and
shall  not  include  guaranties or contingent liabilities under operating leases
customarily undertaken or incurred by Borrower or any Subsidiary in the ordinary
course  of  business  as  either  landlord  or  tenant.

          "Guarantor"  means  Weingarten  Nostat,  Inc.,  a  Texas  corporation,
           ---------
Weingarten Realty Management Company, a Texas corporation, WRI/Post Oak, Inc., a
Texas  corporation,  WRI/7080  Express  Lane,  Inc.,  a  Texas  corporation,
Weingarten/Lufkin,  Inc.,  a  Texas  corporation,  WRI/Pembroke,  Ltd.,  a Texas
limited  partnership,  WRI/Louisiana  Holdings,  Inc.,  a  Delaware corporation,
WRI/TEXLA,  LLC,  a  Louisiana  limited  liability  company,
Weingarten/Miller/Englewood  Joint Venture, a Texas joint venture, and any other
Person who from time to time has executed a Guaranty as required by the terms of
this  Agreement.

          "Guaranty"  means a guaranty in the form of Exhibit C attached hereto.
           --------                                   ---------

          "Hazardous  Materials"  means  all explosive or radioactive substances
           --------------------
or  wastes  and all hazardous or toxic substances or wastes, including petroleum
or  petroleum  distillates,  asbestos  or  asbestos  containing  materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances  or wastes of any nature regulated pursuant to any Environmental Law.

          "Hedging  Agreement"  means  any  interest  rate protection agreement,
           ------------------
foreign  currency  exchange  agreement,  commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

     "Historical  Value"  shall  mean  the  purchase  price  of  Real  Property
      -----------------
(including  improvements)  and ordinary related purchase transaction costs, plus
      ---
the  cost  of  subsequent capital improvements (including construction costs for
property  under  construction  or  development)  made  by the Borrower, less any
provision  for  losses,  all  determined  in  accordance with GAAP.  If the Real
Property  is  purchased as a part of a group of properties, the Historical Value
shall be calculated based upon a reasonable allocation of the aggregate purchase
price  by  the  Borrower  for  all  purposes,  and  consistent  with  GAAP.

          "Indebtedness"  of  any  Person  means,  without  duplication, (a) all
           ------------
obligations  of  such  Person  for borrowed money or with respect to deposits or
advances  of  any  kind,  (b) all obligations of such Person evidenced by bonds,
debentures,  notes  or  similar  instruments, (c) all obligations of such Person
upon  which  interest  charges are customarily paid, (d) all obligations of such
Person  under  conditional  sale or other title retention agreements relating to
property  acquired by such Person, (e) all obligations of such Person in respect
of  the  deferred  purchase  price  of  property  or services (excluding current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness  of others secured by (or for which the holder of such Indebtedness
has  an  existing  right, contingent or otherwise, to be secured by) any Lien on
property  owned  or  acquired  by  such  Person, whether or not the Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by  such  Person of
Indebtedness  of  others,  (h) all Capital Lease Obligations of such Person, (i)
all  obligations, contingent or otherwise, of such Person as an account party in
respect  of  letters  of  credit  and  letters of guaranty, (j) all obligations,
contingent  or otherwise, of such Person in respect of bankers' acceptances, (k)
all  obligations  contingent  or  otherwise,  of such Person with respect to any
Hedging  Agreements  (calculated  on  a mark-to-market basis as of the reporting
date),  however,  in  the  case of more than one Hedging Agreement with the same
counterparty,  the  obligation  shall  be  netted,  and (l) payments received in
consideration  of sale of an ownership interest in Borrower when the interest so
sold  is  determined, and the date of delivery is, more than one (1) month after
receipt  of  such  payment and only to the extent that the obligation to deliver
such  interest  is  not  payable  solely  in  such interest of such Person.  The
Indebtedness  of  any  Person shall include the Indebtedness of any other entity
(including  any  partnership  in  which such Person is a general partner) to the
extent  such  Person  is  liable therefor as a result of such Person's ownership
interest  in  or  other  relationship with such entity, except to the extent the
terms  of  such  Indebtedness  provide  that such Person is not liable therefor.
Indebtedness  shall  be  calculated  on  a consolidated basis in accordance with
GAAP,  and including (without duplication) the Equity Percentage of Indebtedness
for  the  Borrower's  Unconsolidated  Affiliates.

          "Indemnified  Taxes"  means  Taxes  other  than  Excluded  Taxes.
           ------------------

          "Index  Debt"  means  senior,  unsecured,  long-term  indebtedness for
           -----------
borrowed  money  of  the  Borrower that is not guaranteed by any other Person or
subject  to  any  other  credit  enhancement.

          "Industrial  Property"  means Real Property that is used primarily for
           --------------------
service  center/light  industrial/bulk  warehouse  (not  heavy  manufacturing)
purposes.

          "Interest  Coverage  Ratio" shall mean the ratio of (a) the Borrower's
           -------------------------
EBITDA  for  the  immediately preceding four (4) calendar quarters to (b) all of
the  Borrower's  Interest  Expense  for  the  period  used  to calculate EBITDA.

          "Interest Election Request" means a request by the Borrower to convert
           -------------------------
or  continue  a  Revolving  Borrowing  in  accordance  with  Section  2.07.
                                                             -------------

     "Interest  Expense"  shall  mean  all  of  a  Person's  paid,  accrued  or
      -----------------
capitalized  interest  expense  on  such  Person's Indebtedness (whether direct,
      ----
indirect  or  contingent,  and  including,  without  limitation, interest on all
convertible  debt), and including (without duplication) the Equity Percentage of
Interest  Expense  for  the  Borrower's  Unconsolidated  Affiliates.

          "Interest  Payment Date" means (a) with respect to any ABR Loan (other
           ----------------------
than  a  Swingline  Loan)  or  Eurodollar  Loan  the  first Business Day of each
calendar  quarter,  (b) with respect to any Fixed Rate Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request),
each  day prior to the last day of such Interest Period that occurs at intervals
of  90 days' duration after the first day of such Interest Period, and any other
dates  that  are specified in the applicable Competitive Bid Request as Interest
Payment  Dates  with  respect  to  such  Borrowing,  and (c) with respect to any
Swingline  Loan,  the  day  that  such  Loan  is  required  to  be  repaid.

          "Interest  Period" means (a) with respect to any Eurodollar Borrowing,
           ----------------
the  period  commencing  on  the  date  of  such Borrowing and ending (i) on the
numerically  corresponding  day in the calendar month that is one, two, three or
six  months  thereafter,  or  (ii) seven or fourteen days thereafter for no more
than  three  (3) Eurodollar Revolving Borrowings outstanding at one time, as the
Borrower  may  elect,  and  (b)  with  respect  to any Fixed Rate Borrowing, the
period  (which  shall  not  be  less than fourteen days or more than six months)
commencing on the date of such Borrowing and ending on the date specified in the
applicable  Competitive  Bid  Request; provided, that (i) if any Interest Period
                                       --------
would  end  on  a  day  other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a Eurodollar
Borrowing  only,  such  next  succeeding  Business  Day  would  fall in the next
calendar  month,  in  which  case  such  Interest  Period  shall end on the next
preceding  Business  Day and (ii) any Interest Period pertaining to a Eurodollar
Borrowing  that  commences on the last Business Day of a calendar month (or on a
day  for  which  there  is no numerically corresponding day in the last calendar
month  of  such  Interest Period) shall end on the last Business Day of the last
calendar  month  of  such  Interest  Period.  For purposes hereof, the date of a
Borrowing  initially  shall  be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of the
most  recent  conversion  or  continuation  of  such  Borrowing.

          "Issuing  Bank"  means  JPMorgan  Chase  Bank,  in its capacity as the
           -------------
issuer  of  Letters  of Credit hereunder, and its successors in such capacity as
provided  in  Section 2.05(i).  The Issuing Bank may, in its discretion, arrange
              ---------------
for  one  or  more  Letters  of Credit to be issued by Affiliates of the Issuing
Bank,  in  which  case  the term "Issuing Bank" shall include any such Affiliate
with  respect  to  Letters  of  Credit  issued  by  such  Affiliate.

          "JPMC"  means  JPMorgan Chase Bank, a New York banking corporation, in
           ----
its  individual  capacity.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
           ---------------
a  Letter  of  Credit.

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

          "Lenders"  means  the  Persons  listed  on Schedule 2.01 and any other
           -------                                   -------------
Person  that  shall  have  become  a  party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to  an  Assignment  and  Assumption.  Unless the context otherwise requires, the
term  "Lenders"  includes  the  Swingline  Lender.

          "Letter  of Credit" means any letter of credit issued pursuant to this
           -----------------
Agreement.

          "LIBO  Rate"  means,  with respect to any Eurodollar Borrowing for any
           ----------
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or  on any successor or substitute page of such Service, or any successor to or
substitute  for  such  Service,  providing  rate  quotations comparable to those
currently  provided  on  such  page  of  such  Service,  as  determined  by  the
Administrative  Agent  from time to time for purposes of providing quotations of
interest  rates applicable to dollar deposits in the London interbank market) at
approximately  11:00  a.m.,  London  time,  two  Business  Days  prior  to  the
commencement  of  such  Interest  Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period.  In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
                                                 ---------
Eurodollar  Borrowing  for  such  Interest  Period  shall  be  the rate (rounded
upwards,  if  necessary,  to  the  next 1/100 of 1%) at which dollar deposits of
$5,000,000  and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds  in  the London interbank market at approximately 11:00 a.m., London time,
two  Business  Days  prior  to  the  commencement  of  such  Interest  Period.

          "Lien"  means,  with  respect  to any asset, (a) any mortgage, deed of
           ----
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on  or  of  such  asset,  (b)  the  interest  of  a vendor or a lessor under any
conditional  sale  agreement, capital lease or title retention agreement (or any
financing  lease  having  substantially  the  same economic effect as any of the
foregoing)  relating  to  such  asset  and  (c)  in  the case of securities, any
purchase  option,  call  or  similar right of a third party with respect to such
securities.

          "Loan Documents" means this Agreement, the Notes, any Guaranty and all
           --------------
other  instruments, agreements and written obligations executed and delivered by
any  of  the  Credit  Parties  in  connection with the transactions contemplated
hereby.

          "Loans"  means  the loans made by the Lenders to the Borrower pursuant
           -----
to  this  Agreement.

          "Margin"  means, with respect to any Competitive Loan bearing interest
           ------
at  a  rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added  to  or  subtracted  from  the LIBO Rate to determine the rate of interest
applicable  to  such  Loan,  as  specified by the Lender making such Loan in its
related  Competitive  Bid.

          "Material  Adverse  Effect" means a material adverse effect on (a) the
           -------------------------
business,  assets,  operations,  or  condition,  financial  or otherwise, of the
Borrower  and  the  Subsidiaries taken as a whole, (b) the ability of the Credit
Parties  (as  a  whole) to perform their obligations under the Loan Documents or
(c) the rights of or benefits available to the Lenders under the Loan Documents.

          "Material  Indebtedness"  means  Indebtedness  (other  than the Loans,
           ----------------------
Letters  of  Credit  and Non-recourse Debt), or obligations in respect of one or
more Hedging Agreements, of any one or more of the Borrower and the other Credit
Parties  in  an  aggregate  principal  amount  exceeding  $25,000,000.

          "Maturity  Date"  means November 14, 2006, as the same may be extended
           --------------
in  accordance  with  Section  2.19.
                      -------------

          "Maximum  Rate"  shall  have  the  meaning  set forth in Section 9.13.
           -------------                                           ------------

          "Minority  Subsidiary"  means  a  Subsidiary  whose  accounts would be
           --------------------
consolidated  with  those  of  its  parent  (as  defined  in  the  definition of
Subsidiary) as provided in the definition of Subsidiary, but the parent (a) does
not  own  the  minimum  amount  set  forth  in  clause  (a) of the definition of
Subsidiary, or (b) does not Control the Subsidiary as set forth in clause (b) of
the  definition  of  Subsidiary.

          "Moody's"  means  Moody's  Investors  Service,  Inc.
           -------

          "Mortgage  Notes"  means  mortgages  and notes receivable permitted by
           ---------------
Section  6.04(d).

          "Multiemployer  Plan" means a multiemployer plan as defined in Section
           -------------------
4001(a)(3)  of  ERISA.

     "Net  Operating Income" shall mean, for any income producing operating Real
      ---------------------
Property,  the  difference  between  (a)  any  rentals (other than those paid or
payable  other  than  in  cash),  proceeds  and  other income received from such
property,  including  all pass-through reimburseables (to the extent the expense
being  reimbursed  is included as an expense in clause (b) below) and percentage
                                                ----------
rent (but excluding security or other deposits, early lease termination or other
penalties,  or  other income of a non-recurring nature) during the determination
period,  less (b) an amount equal to all  costs and expenses (excluding interest
         ----
expense  and  any  expenditures  that  are  capitalized in accordance with GAAP)
incurred  as  a  result of, or in connection with, or properly allocated to, the
operation or leasing of such property during the determination period; provided,
however,  that  the  amount  for  the  expenses for the management of a property
included  in  clause  (b) above shall be set at three percent (3%) of the amount
              -----------
provided  in  clause  (a)  above.  Net Operating Income shall be calculated on a
              -----------
consolidated  basis in accordance with GAAP, and including (without duplication)
the  Equity Percentage of Net Operating Income for the Borrower's Unconsolidated
Affiliates.

"Net  Worth"  means  Total  Asset  Value  less  Indebtedness  of  the  Borrower.
 ----------

          "Non-recourse  Debt"  means  any Indebtedness the payment of which the
           ------------------
Borrower  or  any of its Subsidiaries is not obligated to make other than to the
extent  of  any  security  therefor and customary carve-outs, including, without
limitation, fraud, criminal activity, misapplication of funds, ad valorem taxes,
and  environmental  matters.

          "Note"  means a promissory note in the form attached hereto as Exhibit
           ----                                                          -------
D  payable  to a Lender evidencing certain of the obligations of the Borrower to
such  Lender and executed by Borrower, as the same may be amended, supplemented,
modified  or  restated  from  time to time and shall include the Swingline Note;
"Notes"  means,  collectively,  all of such Notes outstanding at any given time.
   ---

          "Occupancy Level" means the occupancy level of a Real Property that is
           ---------------
leased  to  bona  fide tenants not Affiliates of any Credit Party or the subject
property  manager  (or  any  of  their  respective Affiliates) paying rent under
written  leases,  based  on  the  square  feet  of  occupancy  at  the  time  of
determination.

          "Other Taxes" means any and all present or future stamp or documentary
           -----------
taxes  or  any other excise or property taxes, charges or similar levies arising
from  any  payment made hereunder or from the execution, delivery or enforcement
of,  or  otherwise  with  respect  to,  this  Agreement.

          "Participant"  has  the  meaning  set  forth  in  Section  9.04.
           -----------                                      -------------

          "PBGC"  means the Pension Benefit Guaranty Corporation referred to and
           ----
defined  in  ERISA  and  any  successor  entity  performing  similar  functions.

          "Permitted  Encumbrances"  means:
           -----------------------

          (a)  Liens  imposed by law for taxes that are not yet due or are being
contested  in  compliance  with  Section  5.05;
                                 -------------

          (b)  carriers',  warehousemen's,  mechanics', materialmen's, workers',
repairmen's  and other like Liens imposed by law, arising in the ordinary course
of  business  and securing obligations that are not overdue by more than 30 days
or  are  being  contested  in  compliance  with  Section  5.05;
                                                 -------------

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

          (d)  deposits  to  secure  the  performance  of bids, trade contracts,
purchase,  construction  or  sales  contracts  and  similar obligations, leases,
statutory  obligations,  surety  and  appeal  bonds, performance bonds and other
obligations  of  a like nature, in each case in the ordinary course of business;

          (e)  judgment  liens in respect of judgments that do not constitute an
Event  of  Default  under  clause  (j)of  Article  VII;
                           -----------    ------------

          (f)  easements,  outstanding  mineral  and royalty interests, building
setback  lines,  maintenance  liens, use restrictions, rights-of-way and similar
encumbrances  on  real property imposed by law or arising in the ordinary course
of  business  that  do not secure any monetary obligations and do not materially
detract  from  the value of the affected property or interfere with the ordinary
conduct  of  business  of  the  Borrower  or  any  Subsidiary;

          (g)  uniform  commercial  code  protective  filings  with  respect  to
personal  property  leased  to  the  Borrower  or  any  Subsidiary;  and

          (h)  landlords'  liens  for  rent  not  yet  due  and  payable;

provided  that  the  term  "Permitted  Encumbrances"  shall not include any Lien
--------
securing  Indebtedness  consisting  of  borrowed  money.
-----

          "Permitted  Investments"  means:
           ----------------------

          (a)  direct  obligations  of,  or  obligations  the  principal  of and
interest  on  which  are  unconditionally  guaranteed  by,  the United States of
America  (or  by any agency thereof to the extent such obligations are backed by
the  full  faith  and  credit  of  the  United  States of America), in each case
maturing  within  one  year  from  the  date  of  acquisition  thereof;

          (b)  investments in commercial paper maturing within 270 days from the
date  of  acquisition  thereof and having, at such date of acquisition, a credit
rating  from  S&P  or  from  Moody's  of  A2/P2  or  better;

          (c)  investments  in certificates of deposit, banker's acceptances and
time  deposits  maturing  within  180  days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or  offered  by,  any domestic office of any commercial bank organized under the
laws  of  the United States of America or any State thereof which has a combined
capital  and  surplus  and  undivided  profits  of  not  less than $500,000,000;

          (d) fully collateralized repurchase agreements with a term of not more
than  30 days for securities described in clause (a) above and entered into with
a  financial  institution satisfying the criteria described in clause (c) above;

          (e)  investments in Subsidiaries and Unconsolidated Affiliates made in
accordance  with  this  Agreement;

          (f)  investments  in  obligations  of  the  Federal  National Mortgage
Association  and  the  Federal  Home Loan Mortgage Corporation, with the highest
credit  rating  obtainable  from  S&P  or  from  Moody's;  and

          (g)  investments  in  other  real  estate  investment  trusts.

          "Person"  means  any  natural  person,  corporation, limited liability
           ------
company,  trust,  joint venture, association, company, partnership, Governmental
Authority  or  other  entity.

          "Plan"  means  any  employee  pension  benefit  plan  (other  than  a
           ----
Multiemployer  Plan)  subject  to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any  ERISA  Affiliate  is (or, if such plan were terminated, would under Section
4069  of  ERISA  be  deemed  to  be) an "employer" as defined in Section 3(5) of
ERISA.

          "Pool"  has  the  meaning  set  forth  in  Section  5.12.
           ----                                      -------------

          "Pool  Permitted  Investments"  means  all  items  included  in  the
           ----------------------------
definition of Permitted Investments other than in clause (e) of that definition.

          "Pool  Value" means the sum of (without duplication) (a) the aggregate
           -----------
Value  of  all  of  Borrower's  Real Property included in the Pool, plus (b) the
amount  of  any  cash  and cash equivalents, excluding tenant security and other
restricted  deposits  of  the  Borrower,  in  excess  of $5,000,000.00, plus (c)
investments  in  Mortgage  Notes that are not then in default and Pool Permitted
Investments, in each case not subject to a Lien (calculated on the book value of
the  investment  in  accordance with GAAP).  Pool Value shall be calculated on a
consolidated  basis  in  accordance  with  GAAP.

          "Prime  Rate"  means the rate of interest per annum publicly announced
           -----------
from time to time by JPMC as its prime rate in effect at its principal office in
New  York  City;  each  change  in  the  Prime  Rate shall be effective from and
including  the  date  such  change  is  publicly  announced  as being effective.

          "Qualified  Real Property" means Real Property that (a) is not subject
           ------------------------
to  a  Lien  in  any  manner,  other than Permitted Encumbrances, and (b) is not
subject  to  or affected by any limiting agreement described in Section 6.08(a).
                                                                ---------------

          "Real  Property"  means,  collectively,  all  interest in any land and
           --------------
improvements  located  thereon  (including  Eligible  Ground  Leases  and direct
financing  leases of land and improvements owned by a Person), together with all
equipment, furniture, materials, supplies and personal property now or hereafter
located at or used in connection with the land and all appurtenances, additions,
improvements,  renewals, substitutions and replacements thereof now or hereafter
acquired  by  any  Person.

          "Register"  has  the  meaning  set  forth  in  Section  9.04.
           --------                                      -------------

          "Related  Parties"  means,  with respect to any specified Person, such
           ----------------
Person's  Affiliates  and  the respective directors, officers, employees, agents
and  advisors  of  such  Person  and  such  Person's  Affiliates.

          "Release"  means  any  release,  spill,  emission,  leaking,  pumping,
           -------
pouring,  dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching  or  migration  on or into the indoor or outdoor environment or into or
out  of  any  property.

          "Remedial  Action" means all actions, including without limitation any
           ----------------
capital expenditures, required or necessary to (i) clean up, remove, treat or in
any other way address any Hazardous Material; (ii) prevent the Release or threat
of  Release,  or  minimize  the further Release, of any Hazardous Material so it
does  not  migrate  or  endanger public health or the environment; (iii) perform
pre-remedial studies and investigations or post-remedial monitoring and care; or
(iv)  bring facilities on any property owned or leased by the Borrower or any of
its  Subsidiaries  into  compliance  with  all  Environmental  Laws.

          "Required Lenders" means, at any time, Lenders having Revolving Credit
           ----------------
Exposures and unused Commitments representing at least 66-2/3% of the sum of the
total  Revolving  Credit  Exposures  and  unused  Commitments  at  such  time.

          "Restricted Payment" means any dividend or other distribution (whether
           ------------------
in  cash,  securities or other property) with respect to any shares of any class
of  capital  stock of the Borrower or any Subsidiary, or any payment (whether in
cash,  securities  or  other  property),  including  any sinking fund or similar
deposit,  on  account  of  the  purchase,  redemption,  retirement, acquisition,
cancellation  or termination of any such shares of capital stock of the Borrower
or  any  option,  warrant  or  other right to acquire any such shares of capital
stock  of  the Borrower.  Notwithstanding the foregoing, (a) the use of proceeds
of  the  issuance  of capital stock to purchase or redeem capital stock, and (b)
amounts paid by the Borrower to redeem the Borrower's 7.125% Series B cumulative
redeemable  preferred  shares and Borrower's 7.0% Series C cumulative redeemable
preferred  shares  in  response  to  the  holders'  thereof requirement that the
Borrower  so  redeem  in  accordance  with  the  holders'  rights,  shall not be
Restricted  Payments.

          "Retail  Property"  means  Real  Property  that is used primarily as a
           ----------------
retail shopping center, which may include ancillary uses such as office, medical
and  restaurant  uses.

          "Revolving  Credit  Exposure" means, with respect to any Lender at any
           ---------------------------
time,  the  sum  of  the outstanding principal amount of such Lender's Revolving
Loans  and  its  LC  Exposure  and  its  Swingline  Exposure  at  such  time.

          "Revolving  Loan"  means  a  Loan  made  pursuant  to  Section  2.03.
           ---------------                                       -------------

          "S&P"  means  Standard  &  Poor's  Rating  Group.
           ---

          "Secured  Debt"  means the Indebtedness of the Borrower and any of its
           -------------
subsidiaries  secured  by  a  Lien,  and  (without duplication) any Indebtedness
(secured  and  unsecured)  of  any  Subsidiary  of  the  Borrower  that is not a
Guarantor.

          "Secured  Debt  to Total Asset Value Ratio" means the ratio (expressed
           -----------------------------------------
as  a  percentage)  of  Secured  Debt  to  Total  Asset  Value.

          "Stabilization  Date"  shall  mean,  with  respect  to a property, the
           -------------------
earlier  of  (a)  twelve  (12)  months  after  substantial  completion  of  new
construction  or  development,  and (b) the first date the Occupancy Level is at
least  ninety  percent  (90%).

          "Statutory  Reserve  Rate"  means a fraction (expressed as a decimal),
           ------------------------
the  numerator  of  which  is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal,  special,  emergency  or supplemental reserves) expressed as a decimal
established  by  the Governmental Authority to which the Administrative Agent is
subject,  with  respect  to  the  Adjusted  LIBO  Rate, for Eurocurrency funding
(currently  referred  to  as  "Eurocurrency  Liabilities" in Regulation D of the
Board).  Such  reserve  percentages shall include those imposed pursuant to such
Regulation  D.  Eurodollar  Loans  shall  be  deemed  to constitute eurocurrency
funding  and  to  be  subject to such reserve requirements without benefit of or
credit  for  proration, exemptions or offsets that may be available from time to
time  to  any  Lender under such Regulation D or any comparable regulation.  The
Statutory  Reserve  Rate  shall  be  adjusted  automatically  on  and  as of the
effective  date  of  any  change  in  any  reserve  percentage.

          "Subsidiary"  means,  with respect to any Person (the "parent") at any
           ----------                                            ------
date,  any  corporation,  limited liability company, partnership, association or
other  entity  the  accounts  of  which  would be consolidated with those of the
parent  in  the  parent's  consolidated  financial  statements if such financial
statements  were prepared in accordance with GAAP as of such date (but excluding
ownership  interests  accounted  for  under  the equity method of accounting and
included  in clause (a) of the definition of Unconsolidated Affiliates), as well
as any other corporation, limited liability company, partnership, association or
other  entity  (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the  case  of  a partnership, more than 50% of the general partnership interests
are,  as  of  such  date,  owned, controlled or held, or (b) that is, as of such
date,  otherwise  Controlled,  by  the parent or one or more subsidiaries of the
parent  or  by  the  parent  and  one  or  more  subsidiaries  of  the  parent.

          "Swingline  Exposure"  means,  at  any  time,  the aggregate principal
           -------------------
amount  of all Swingline Loans outstanding at such time.  The Swingline Exposure
of  any  Lender  at  any  time  shall  be its Applicable Percentage of the total
Swingline  Exposure  at  such  time.

          "Swingline  Lender"  means  JPMorgan  Chase  Bank,  in its capacity as
           -----------------
lender  of  Swingline  Loans  hereunder.

          "Swingline  Loan"  means  a  Loan  made  pursuant  to  Section 2.04.A.
           ---------------                                       --------------

          "Swingline  Note"  means a promissory note in the form attached hereto
           ---------------
as Exhibit D-1 payable to the Swingline Lender evidencing the obligations of the
   -----------
Borrower  to  the Swingline Lender and executed by the Borrower, as the same may
be  amended,  supplemented,  modified  or  restated  from  time  to  time.

          "Taxes"  means  any  and all present or future taxes, levies, imposts,
           -----
duties,  deductions,  charges  or  withholdings  imposed  by  any  Governmental
Authority.

     "Total  Asset  Value"  means  the  sum  of  (without  duplication)  (a) the
      -------------------
aggregate  Value  of  all of Borrower's Real Property (subject to the applicable
      --
maximum  investment  limitations  in  Section 6.04), plus (b) the amount of  any
                                      ------------
cash  and  cash  equivalents,  excluding  tenant  security  and other restricted
deposits of the Borrower, plus (c) investments in Unconsolidated Affiliates that
are  engaged  primarily in the business of investment in and operation of Retail
Property  or Industrial Property, valued at an amount equal to the Value of each
Unconsolidated Affiliate's Real Property multiplied by the Equity Percentage for
that  Unconsolidated  Affiliate  (subject  to  the maximum investment limitation
contained  in  Section 6.04(c)), plus (d) investments in Mortgage Notes that are
               ---------------
not  then  in  default  (calculated  on  the  book  value  of  the investment in
accordance  with GAAP) (subject to the maximum investment limitations in Section
                                                                         -------
6.04(d)).  Total Asset Value for items (a) through (d) above shall be calculated
-------
on  a  consolidated  basis  in  accordance  with  GAAP.

          "Transactions"  means  the  execution, delivery and performance by the
           ------------
Credit  Parties  of  the  Loan Documents, the borrowing of Loans, the use of the
proceeds  thereof  and  the  issuance  of  Letters  of  Credit  hereunder.

          "Type",  when  used  in  reference to any Loan or Borrowing, refers to
           ----
whether  the  rate  of  interest  on  such Loan, or on the Loans comprising such
Borrowing,  is  determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed  Rate.

     "Unconsolidated  Affiliate"  means,  without duplication, (a) in respect of
      -------------------------
any  Person,  any  other  Person (other than a Person whose stock is traded on a
national  trading  exchange)  in  whom  such  Person  holds  a  voting equity or
ownership  interest  and whose financial results would not be consolidated under
GAAP  with  the  financial  results of such Person on the consolidated financial
statements  of  such  Person,  and  (b)  a  Minority  Subsidiary.

"Unencumbered  Interest  Coverage Ratio" means the ratio of (a) the Adjusted Net
 --------------------------------------
Operating  Income  for  Qualified  Real Property in the Pool for the immediately
preceding  four (4) calendar quarters, to (b) the Borrower's Interest Expense on
all  of  the Borrower's Indebtedness other than Secured Debt for the period used
to  calculate  Adjusted  Net  Operating  Income.

"Unseasoned  Property" means Real Property that is completed but has not reached
 --------------------
the  Stabilization  Date.

     "Value"  means  the  sum  of  the  following:
      -----

(a)  for Real Property that has reached the Stabilization Date and that Borrower
or  Subsidiary of Borrower has owned for all of the immediately preceding twelve
(12)  calendar  months,  the  result of dividing (i) the aggregate Net Operating
Income  of  the  subject  property  based  on  the immediately preceding six (6)
calendar  months and multiplied by two (2), less the Capital Expenditure Reserve
for  such  property,  by  (ii)  nine  percent  (9.00%);  plus

(b)  for  Real  Property that is completed but has not reached the Stabilization
Date  or that has not been owned by Borrower or a Subsidiary of Borrower for all
of  the  immediately preceding twelve (12) calendar months, the Historical Value
of  the  subject  property;  plus

(c)  for Real Property that is under construction or development, the Historical
Value  of  the  subject  property;  plus

(d)  for  Real  Property  that  is undeveloped land, the Historical Value of the
subject  property  calculated  in  accordance  with  GAAP.

          "Withdrawal  Liability"  means  liability to a Multiemployer Plan as a
           ---------------------
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms  are  defined  in  Part  I  of  Subtitle  E  of  Title  IV  of  ERISA.

     SECTION  1.02.  Classification  of  Loans  and Borrowings.  For purposes of
this  Agreement,  Loans  may  be  classified  and  referred to by Class (e.g., a
"Revolving  Loan")  or  by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g.,  a  "Eurodollar  Revolving Loan").  Borrowings also may be classified and
referred  to  by  Class  (e.g.,  a  "Revolving  Borrowing")  or by Type (e.g., a
"Eurodollar  Borrowing")  or  by  Class  and Type (e.g., a "Eurodollar Revolving
Borrowing").

SECTION  1.03.  Terms  Generally.  The  definitions  of terms herein shall apply
equally  to  the  singular  and plural forms of the terms defined.  Whenever the
context  may  require,  any  pronoun shall include the corresponding mascu-line,
feminine  and  neuter  forms.  The  words  "include", "includes" and "including"
shall  be  deemed  to  be followed by the phrase "without limitation".  The word
"will"  shall  be  construed  to  have  the  same meaning and effect as the word
"shall".  Unless  the  context  requires  otherwise  (a)  any  definition  of or
reference  to  any  agreement,  instrument  or  other  document  herein shall be
construed  as  referring to such agreement, instrument or other document as from
time  to  time  amended,  supplemented  or  otherwise  modified  (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b)  any  reference  herein  to  any  Person  shall be construed to include such
Person's  successors  and  assigns,  (c)  the  words  "herein",  "hereof"  and
"hereunder",  and  words  of similar import, shall be construed to refer to this
Agreement  in  its  entirety and not to any particular provision hereof, (d) all
references  herein  to  Articles,  Sections,  Exhibits  and  Schedules  shall be
construed  to  refer to Articles and Sections of, and Exhibits and Schedules to,
this  Agreement  and  (e) the words "asset" and "property" shall be construed to
have  the  same  meaning  and  effect  and  to refer to any and all tangible and
intangible  assets  and  properties,  including  cash,  securities, accounts and
contract  rights.

SECTION  1.04.  Accounting  Terms; GAAP.  Except as otherwise expressly provided
herein,  all  terms  of  an accounting or financial nature shall be construed in
accordance  with  GAAP,  as  in  effect from time to time; provided that, if the
Borrower  notifies  the  Administrative  Agent  that  the  Borrower  requests an
amendment  to  any  provision  hereof  to  eliminate  the  effect  of any change
occurring  after  the  date  hereof in GAAP or in the application thereof on the
operation  of  such  provision  (or  if  the  Administrative  Agent notifies the
Borrower  that the Required Lenders request an amendment to any provision hereof
for  such  purpose),  regardless  of  whether any such notice is given before or
after  such  change  in  GAAP or in the application thereof, then such provision
shall  be  interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn  or  such  provision amended in accordance herewith.  Without limiting
the generality of the foregoing, Administrative Agent and Lenders recognize that
the  Borrower  changed  its  method  of  accounting  from the pro rata method of
accounting  to  the  full  consolidation  method  of  accounting  for  financial
accounting  purposes, in accordance with GAAP.  Notwithstanding such change, the
Borrower  shall continue to calculate compliance with the financial covenants in
this Agreement based on GAAP prior to the change, and shall prepare footnotes to
each  Compliance  Certificate  and  the  financial  statements  required  to  be
delivered  under  this Agreement that show the differences between the financial
statements  delivered (which reflect such changes) and the basis for calculating
financial  covenant  compliance  (without  reflecting  such  changes).

                                   ARTICLE II

                                   The Credits

     SECTION  2.01.  Commitments.

     Subject to the terms and conditions set forth herein, each Lender agrees to
make  Revolving  Loans to the Borrower from time to time during the Availability
Period  in  an  aggregate  principal  amount  that  will  not result in (i) such
Lender's  Revolving  Credit  Exposure exceeding such Lender's Commitment or (ii)
the  sum  of  the  total Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans exceeding the total Commitments.  Within
the  foregoing  limits and subject to the terms and conditions set forth herein,
the  Borrower  may  borrow,  prepay  and  reborrow Revolving Loans.  Pursuant to
Chapter  346  ("Chapter 346") of the Texas Credit Code, Borrower, Administrative
Agent  and Lenders expressly agree that Chapter 346 shall not apply to the Notes
or  to  any  Loan evidenced by the Notes and that neither the Notes nor any such
Loan  shall  be  governed  by or subject to the provisions of Chapter 346 in any
manner  whatsoever.

     SECTION  2.02.  Loans  and  Borrowings.  (a)  Each  Revolving Loan shall be
made  as  part  of a Borrowing consisting of Revolving Loans made by the Lenders
ratably  in accordance with their respective Commitments.  Each Competitive Loan
shall  be made in accordance with the procedures set forth in Section 2.04.  The
failure  of  any  Lender  to  make  any Loan required to be made by it shall not
relieve  any  other  Lender  of  its  obligations  hereunder;  provided that the
Commitments  and Competitive Bids of the Lenders are several and no Lender shall
be  responsible  for  any  other  Lender's  failure  to  make Loans as required.

     (b)     Subject  to  Section  2.13,  (i)  each Revolving Borrowing shall be
                          -------------
comprised  entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in  accordance  herewith, and (ii) each Competitive Borrowing shall be comprised
entirely  of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in
accordance  herewith.  Each Swingline Loan shall be an ABR Loan.  Each Lender at
its  option  may  make  any  Eurodollar  Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
                                                      --------
of  such  option  shall  not affect the obligation of the Borrower to repay such
Loan  in  accord-ance  with  the  terms  of  this  Agreement.

     (c)     At  the  commencement  of  each  Interest Period for any Eurodollar
Revolving  Borrowing,  such Borrowing shall be in an aggregate amount that is an
integral  multiple of $1,000,000 and not less than $5,000,000.  At the time that
each  ABR  Revolving  Borrowing is made, such Borrowing shall be in an aggregate
amount  that is an integral multiple of $1,000,000 and not less than $5,000,000,
provided  that  an ABR Revolving Borrowing may be in an aggregate amount that is
--------
equal  to the entire unused balance of the total Commitments or that is required
to  finance  the  reimbursement of an LC Disbursement as contemplated by Section
                                                                         -------
2.05(e).  Each  Competitive Borrowing shall be in an aggregate amount that is an
  -----
integral  multiple  of $1,000,000 and not less than $10,000,000.  Each Swingline
Loan  shall  be  in an amount that is an integral multiple of $1,000,000 and not
less  than  $5,000,000.  Borrowings  of  more  than  one  Type  and Class may be
outstanding  at the same time; provided that there shall not at any time be more
                               --------
than  a  total  of  eight Eurodollar Borrowings (both Revolving and Competitive)
outstanding.

     (d)     Notwithstanding any other provision of this Agreement, the Borrower
shall  not  be  entitled  to  request,  or  to elect to convert or continue, any
Borrowing  if the Interest Period requested with respect thereto would end after
the  Maturity  Date.

     SECTION  2.03.  Requests for Revolving Borrowings.   To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone  (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
Houston,  Texas  time,  three  Business  Days  before  the  date of the proposed
Borrowing  or  (b)  in  the case of an ABR Borrowing, not later than 11:00 a.m.,
Houston, Texas time, one Business Day before the date of the proposed Borrowing;
provided  that  any  such  notice  of  an ABR Revolving Borrowing to finance the
reimbursement  of  an  LC Disbursement as contemplated by Section 2.05(e) may be
given  not  later  than  10:00  a.m.,  Houston,  Texas  time, on the date of the
proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable
and  shall  be  confirmed  promptly  by  hand  delivery  or  telecopy  to  the
Administrative  Agent  of  a  written Borrowing Request in the form of Exhibit E
attached  hereto and hereby made a part hereof and signed by the Borrower.  Each
such  telephonic  and  written  Borrowing  Request  shall  specify the following
information  in  compliance  with  Section  2.02:

     (i)     the  aggregate  amount  of  the  requested  Borrowing;

(ii)     the  date  of  such  Borrowing,  which  shall  be  a  Business  Day;

(iii)     whether  such  Borrowing  is  to  be  an ABR Borrowing or a Eurodollar
Borrowing;

(iv)     in  the  case  of  a  Eurodollar  Borrowing,  the Interest Period to be
applicable  thereto,  which  shall be a period contemplated by the definition of
the  term  "Interest  Period";  and

(v)     the  location and number of the Borrower's account to which funds are to
be  disbursed,  which  shall  comply  with  the  requirements  of  Section 2.06.
                                                                   ------------

If  no  election  as  to  the  Type  of  Revolving Borrowing is specified in the
Borrowing  Request,  then  the  requested  Revolving  Borrowing  shall be an ABR
Borrowing.  If  no  Interest  Period  is specified with respect to any requested
Eurodollar  Revolving  Borrowing,  then  the  Borrower  shall  be deemed to have
selected an Interest Period of one month's duration, in the case of a Eurodollar
Borrowing.  Promptly  following  receipt  of  a  Borrowing Request in accordance
with  this  Section,  the  Administrative  Agent shall advise each Lender of the
details  thereof  and  of the amount of such Lender's Loan to be made as part of
the  requested  Borrowing.

     SECTION 2.04.  Competitive Bid Procedure.  (a)  Wherever and for so long as
the  Borrower's  Index  Debt  rating  is  in  Category  5  (as referenced in the
definition  of  Applicable  Rate)  or  better,  and  subject  to  the  terms and
conditions  set  forth  herein, from time to time during the Availability Period
the  Borrower  may  request  Competitive  Bids  and  may (but shall not have any
obligation  to)  accept  Competitive  Bids and borrow Competitive Loans up to an
aggregate  principal  amount  outstanding  at  any  one time equal to 50% of the
aggregate  Commitments;  provided  that  the  sum  of the total Revolving Credit
Exposures  plus  the aggregate principal amount of outstanding Competitive Loans
at  any  time  shall  not  exceed the total Commitments.  To request Competitive
Bids,  the  Borrower  shall  notify  the Administrative Agent of such request by
telephone,  in  the  case  of a Eurodollar Borrowing, not later than 11:00 a.m.,
Houston,  Texas  time,  four  Business  Days  before  the  date  of the proposed
Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.,
Houston, Texas time, one Business Day before the date of the proposed Borrowing;
provided  that  the  Borrower  may  submit  up  to  (but  not  more  than) three
Competitive  Bid  Requests  on the same day, but a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive
Bid  Request,  unless  any  and all such previous Competitive Bid Requests shall
have been withdrawn by the Borrower or all Competitive Bids received in response
thereto  rejected.  Each  such  telephonic  Competitive  Bid  Request  shall  be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written  Competitive  Bid  Request  in the form of Exhibit F attached hereto and
signed  by  the  Borrower.  Each  such  telephonic  and  written Competitive Bid
Request shall specify the following information in compliance with Section 2.02:

     (i)     the  aggregate  amount  of  the  requested  Borrowing;

(ii)     the  date  of  such  Borrowing,  which  shall  be  a  Business  Day;

(iii)     whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate
Borrowing;

(iv)     the  Interest Period to be applicable to such Borrowing, which shall be
a  period  contemplated  by  the  definition  of the term "Interest Period"; and

(v)     the  location and number of the Borrower's account to which funds are to
be  disbursed,  which  shall  comply  with  the  requirements  of  Section 2.06.
                                                                   ------------

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the  Administrative  Agent  shall  notify  the  Lenders of the details
thereof  by  telecopy,  inviting  the  Lenders  to  submit  Competitive  Bids.

     (b)     Each  Lender may (but shall not have any obligation to) make one or
more  Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each  Competi-tive  Bid  by  a  Lender  must  be  in  a  form  approved  by  the
Administrative  Agent  and  must  be  re-ceived  by  the Administrative Agent by
telecopy,  in  the  case of a Eurodollar Competi-tive Borrow-ing, not later than
10:00 a.m., Houston, Texas time, three Business Days before the proposed date of
such  Compet-itive  Borrowing,  and  in the case of a Fixed Rate Borrow-ing, not
later  than  10:00  a.m.,  Houston,  Texas  time,  on  the proposed date of such
Competi-tive Borrow-ing.  Competi-tive Bids that do not conform substantially to
the  form  approved  by  the  Administrative  Agent  may  be  rejected  by  the
Administrative  Agent,  and the Administrative Agent shall notify the applicable
Lender  as promptly as practi-cable.  Each Competitive Bid shall specify (i) the
principal  amount  (which  shall  be  a  minimum  of  $5,000,000 and an integral
multiple  of  $1,000,000  and which may equal the entire principal amount of the
Competi-tive  Bor-row-ing re-quested by the Borrower) of the Competitive Loan or
Loans  that  the  Lender  is  willing to make, (ii) the Competi-tive Bid Rate or
Rates at which the Lender is prepared to make such Loan or Loans (expressed as a
percentage  rate per annum in the form of a decimal to no more than four decimal
places)  and (iii) the Interest Period applicable to each such Loan and the last
day  thereof.

     (c)     The  Administrative  Agent  shall  promptly  notify the Borrower by
telecopy  of the Competitive Bid Rate and the principal amount specified in each
Competitive  Bid  and  the  identity  of  the  Lender  that shall have made such
Competitive  Bid.

     (d)     Subject  only to the provisions of this paragraph, the Borrower may
accept  or  reject  any  Competitive  Bid.  The  Borrower  shall  notify  the
Administrative  Agent  by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject  each Competitive Bid, in the case of a Eurodollar Competitive Borrowing,
not  later  than 10:30 a.m., Houston, Texas time, three Business Days before the
date  of  the  proposed  Competitive Borrow-ing, and in the case of a Fixed Rate
Borrowing,  not later than 10:30 a.m., Houston, Texas time, on the proposed date
of the Competi-tive Bor-rowing; provided that (i) the failure of the Borrower to
                                --------
give  such  notice  shall  be deemed to be a rejec-tion of each Competitive Bid,
(ii)  the  Borrower  shall  not  accept  a Competitive Bid made at a particu-lar
Compet-itive  Bid Rate if the Borrower rejects a Competitive Bid made at a lower
Competitive  Bid  Rate,  (iii)  the  aggre-gate  amount  of the Competitive Bids
accepted  by the Borrower shall not exceed the aggregate amount of the requested
Competitive Borrowing speci-fied in the related Competitive Bid Request, (iv) to
the  extent necessary to comply with clause (iii) above, the Borrower may accept
Competitive  Bids at the same Competitive Bid Rate in part, which acceptance, in
the  case  of  multiple  Competitive Bids at such Competitive Bid Rate, shall be
made  pro  rata  in accordance with the amount of each such Competitive Bid, and
(v)  except  pursuant to clause (iv) above, no Competitive Bid shall be accepted
for  a Compet-itive Loan unless such Competi-tive Loan is in a minimum principal
amount  of  $5,000,000  and an integral multiple of $1,000,000; provided further
                                                                ----------------
that  if a Competitive Loan must be in an amount less than $5,000,000 because of
the  provisions of clause (iv) above, such Competitive Loan may be for a minimum
of  $1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation  of  acceptances  of  portions  of  multiple  Competitive  Bids  at a
particular  Competitive  Bid  Rate  pursuant to clause (iv) the amounts shall be
rounded  to  integral  multiples  of  $1,000,000  in  a manner determined by the
Borrower.  A  notice  given  by the Borrower pursuant to this paragraph shall be
irrevocable.

     (e)     The  Administrative Agent shall promptly notify each bidding Lender
by  telecopy  whether  or not its Competitive Bid has been accepted (and, if so,
the  amount  and  Competitive  Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the  Competitive Loan in respect of which its Competitive Bid has been accepted.

     (f)     If the Administrative Agent shall elect to submit a Competitive Bid
in  its  capacity  as a Lender, it shall submit such Competitive Bid directly to
the  Borrower at least one quarter of an hour earlier than the time by which the
other  Lenders  are  required  to  submit  their  Competitive  Bids  to  the
Administrative  Agent  pursuant  to  paragraph  (b)  of  this  Section.
                                     --------------

          SECTION  2.04.A.  Swingline  Loans.  (a)  Subject  to  the  terms  and
                            ----------------
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to  the  Borrower  from  time  to  time  during  the  Availability Period, in an
aggregate  principal  amount at any time outstanding that will not result in (i)
the  aggregate  principal  amount  of  outstanding  Swingline  Loans  exceeding
$50,000,000  or  (ii)  the  sum of the total Revolving Credit Exposures plus the
aggregate  principal amount of outstanding Competitive Loans exceeding the total
Commitments;  provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing
limits  and  subject  to the terms and conditions set forth herein, the Borrower
may  borrow,  prepay  and  reborrow  Swingline  Loans.

     (b)     To  request  a  Swingline  Loan,  the  Borrower  shall  notify  the
Administrative  Agent  of  such request by telephone, not later than 11:00 a.m.,
Houston,  Texas time, on the day of a proposed Swingline Loan.  Each such notice
shall  be  irrevocable  and  shall  specify the requested date (which shall be a
Business  Day) and amount of the requested Swingline Loan.  Each such telephonic
Borrowing  Request  shall  be confirmed promptly by hand delivery or telecopy to
the  Administrative Agent of a written Borrowing Request signed by the Borrower.
The  Administrative  Agent will promptly advise the Swingline Lender of any such
Borrowing  Request  received  from  the Borrower.  The Administrative Agent will
promptly  notify each Lender of the funding of a Swingline Loan, and the amount.

     (c)     The  Swingline  Lender  shall,  by  written  notice  given  to  the
Administrative  Agent  not  later  than  10:00 a.m., Houston, Texas time, on the
third  (3rd)  Business Day after the Swingline  Loan has been funded require the
Lenders  to  acquire  participations on such Business Day in all or a portion of
the Swingline Loans outstanding.  Such notice shall specify the aggregate amount
of  Swingline Loans in which Lenders will participate.  Promptly upon receipt of
such  notice, the Administrative Agent will give notice thereof to each  Lender,
specifying  in such notice such Lender's Applicable Percentage of such Swingline
Loan  or  Loans.  Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the
account  of  the  Swingline  Lender, such Lender's Applicable Percentage of such
Swingline  Loan  or  Loans.  Each  Lender  acknowledges  and  agrees  that  its
obligation  to  acquire  participations  in  Swingline  Loans  pursuant  to this
paragraph  is  absolute  and  unconditional  and  shall  not  be affected by any
circumstance  whatsoever,  including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be  made  without  any  offset,  abatement, withholding or reduction whatsoever.
Each  Lender  shall  comply  with  its  obligation  under this paragraph by wire
transfer  of  immediately  available  funds,  in  the same manner as provided in
Section  2.06  with respect to Loans made by such Lender (and Section 2.06 shall
     --------                                                 ------------
apply,  mutatis  mutandis,  to  the payment obligations of the Lenders), and the
        -------  --------
Administrative  Agent  shall promptly pay to the Swingline Lender the amounts so
received  by  it  from  the  Lenders.  The Administrative Agent shall notify the
Borrower  of  any participations in any Swingline Loan acquired pursuant to this
paragraph,  and  thereafter  payments in respect of such Swingline Loan shall be
made  to  the Administrative Agent and not to the Swingline Lender.  Any amounts
received  by the Swingline Lender from the Borrower (or other party on behalf of
the  Borrower)  in  respect  of  a Swingline Loan after receipt by the Swingline
Lender  of  the  proceeds  of a sale of participations therein shall be promptly
remitted  to  the  Administrative  Agent;  any  such  amounts  received  by  the
Administrative  Agent  shall be promptly remitted by the Administrative Agent to
the  Lenders  that shall have made their payments pursuant to this paragraph and
to  the  Swingline Lender, as their interests may appear; provided that any such
payment  so  remitted  shall  be  repaid  to  the  Swingline  Lender  or  to the
Administrative  Agent,  as  applicable,  if  and  to  the extent such payment is
required  to  be  refunded  to  the  Borrower  for  any reason.  The purchase of
participations  in a Swingline Loan pursuant to this paragraph shall not relieve
the  Borrower  of  any  default  in  the  payment  thereof.

     SECTION  2.05.  Letters  of Credit.  (a) General.  Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit  for  its  own account (or for the account of any Subsidiary, and in such
event the Borrower shall be obligated under this Agreement and under such Letter
of  Credit  as  if  the Borrower were the named account party and such Letter of
Credit  shall  create  LC  Exposure),  in  a  form  reasonably acceptable to the
Administrative  Agent  and  the  Issuing Bank, at any time and from time to time
during  the  Availability Period.  In the event of any inconsistency between the
terms  and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit,  the  terms  and  conditions  of  this  Agreement  shall  control.

     (b)     Notice  of  Issuance,  Amendment,  Renewal,  Extension;  Certain
             ----------------------------------------------------------------
Conditions.  To  request  the  issuance of a Letter of Credit (or the amendment,
        ---
renewal  or  extension  of  an outstanding Letter of Credit), the Borrower shall
hand  deliver  or  telecopy  (or  transmit  by  electronic  communication,  if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank  and  the Administrative Agent (reasonably in advance of the requested date
of  issuance,  amendment, renewal or extension) a notice requesting the issuance
of  a  Letter  of  Credit,  or  identifying  the Letter of Credit to be amended,
renewed  or extended, and specifying the date of issuance, amendment, renewal or
extension  (which  shall  be  a  Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and  such  other  information  as shall be necessary to prepare, amend, renew or
extend  such  Letter  of Credit.  If requested by the Issuing Bank, the Borrower
also  shall submit a letter of credit application on the Issuing Bank's standard
form  in connection with any request for a Letter of Credit.  A Letter of Credit
shall  be  issued,  amended,  renewed  or  extended  only if (and upon issuance,
amendment,  renewal  or extension of each Letter of Credit the Borrower shall be
deemed  to  represent  and  warrant that), after giving effect to such issuance,
amendment,  renewal  or  extension  (i)  the  LC  Exposure  shall  not  exceed
$60,000,000,  (ii)  the  sum  of  the  total Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans shall not exceed the
total  Commitments,  (iii)  no more than fifteen (15) Letters of Credit shall be
outstanding,  and (iv) the face amount of the subject Letter of Credit shall not
be  less  than  $50,000.  Promptly upon the issuance, increase or extension of a
Letter  of  Credit,  the  Administrative  Agent  shall advise each Lender of the
details  thereof.

     (c)     Expiration Date.  Each Letter of Credit shall expire not later than
             ----------------
the  earlier of (i) three (3) years after the date of issuance of  the Letter of
Credit  (the  "Maximum Outside Date") and (ii) the close of business on the date
               --------------------
that  is  thirty  (30)  days prior to the Maturity Date (including the extension
period  provided  in  Section  2.19 so long as the Borrower remains qualified to
                      -------------
exercise  the  extension);  provided,  however,  that  Letters of Credit with an
aggregate  LC Exposure not exceeding $30,000,000.00 at any time may expire up to
the  earlier  of  November  14, 2008 and the Maximum Outside Date.  At least ten
(10)  days  prior  to the Maturity Date (as same be extended pursuant to Section
                                                                         -------
2.19),  any  Letter  of  Credit that will expire after the Maturity Date must be
  --
secured  by  cash  collateral  as  provided  in  Section  2.05(j).
  -                                              ----------------

     (d)     Participations.  By  the  issuance  of  a  Letter  of Credit (or an
             ---------------
amendment  to  a Letter of Credit increasing the amount thereof) and without any
further  action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby  grants  to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage  of  the  aggregate amount available to be drawn under such Letter of
Credit.  In  consideration  and  in  furtherance  of  the foregoing, each Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of the Issuing Bank, such Lender's Applicable Percentage of each
LC  Disbursement  made by the Issuing Bank and not reimbursed by the Borrower on
the  date  due  as  provided  in  paragraph  (e)  of  this  Section,  or  of any
reimbursement  payment  required  to be refunded to the Borrower for any reason.
Each  Lender  acknowledges  and  agrees  that  its  obligation  to  acquire
participations  pursuant  to  this  paragraph in respect of Letters of Credit is
absolute  and  unconditional  and  shall  not  be  affected  by any circumstance
whatsoever,  including  any  amendment,  renewal  or  extension of any Letter of
Credit  or  the  occurrence  and  continuance  of  a  Default  or  reduction  or
termination of the Commitments, and that each such payment shall be made without
any  offset,  abatement, withholding or reduction whatsoever.  Letters of credit
referred  to  on  Schedule  2.05(d)  have previously been issued by JPMC under a
                  -----------------
previous  loan  agreement  by  and between JPMC and other banks, as lenders, and
Borrower.  Without  the  necessity  for  any  reissuance, such letters of credit
shall be deemed issued under this Agreement as "Letters of Credit" by JPMC as of
the  Effective  Date  hereof,  and, with respect to such letters of credit, JPMC
shall  have  all  the  rights  and  obligations  of  the Issuing Bank under this
Agreement.

     (e)     Reimbursement.  If  the Issuing Bank shall make any LC Disbursement
             --------------
in  respect  of  a  Letter  of  Credit,  the  Borrower  shall  reimburse such LC
Disbursement  by  paying  to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, Houston, Texas time, on the Business Day
that such LC Disbursement is made, if the Borrower shall have received notice of
such LC Disbursement prior to 10:00 a.m., Houston, Texas time, on such date, or,
if  such notice has not been received by the Borrower prior to such time on such
date,  then  not later than 12:00 noon, Houston, Texas time, on (i) the Business
Day  that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., Houston, Texas time, on the day of receipt, or (ii) the Business Day
immediately  following  the  day that the Borrower receives such notice, if such
notice  is  not received prior to such time on the day of receipt; provided that
                                                                   --------
the  Borrower  may,  subject  to  the  conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04.A. that such payment be financed
                           ------------    -------
with  an  ABR Revolving Borrowing or Swingline Loan in an equivalent amount and,
to  the extent so financed, the Borrower's obligation to make such payment shall
be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan.  If  the  Borrower fails to make such payment when due, the Administrative
Agent  shall  promptly notify each Lender of the applicable LC Disbursement, the
payment  then  due  from  the  Borrower  in  respect  thereof  and such Lender's
Applicable  Percentage thereof.  Promptly following receipt of such notice, each
Lender  shall  pay  to the Administrative Agent its Applicable Percentage of the
payment  then  due  from the Borrower, in the same manner as provided in Section
                                                                         -------
2.06  with  respect  to Loans made by such Lender (and Section 2.06 shall apply,
  --                                                   ------------
mutatis  mutandis,  to  the  payment  obligations  of  the  Lenders),  and  the
  -----  --------
Administrative  Agent  shall  promptly  pay  to  the Issuing Bank the amounts so
  ----- --
received  by  it  from  the  Lenders.  Promptly  following  receipt  by  the
  ---
Administrative  Agent  of  any  payment  from  the  Borrower  pursuant  to  this
  ---
paragraph, the Administrative Agent shall distribute such payment to the Issuing
  ---
Bank  or,  to  the  extent  that  Lenders  have  made  payments pursuant to this
paragraph  to  reimburse  the Issuing Bank, then to such Lenders and the Issuing
Bank  as  their  interests may appear.  Any payment made by a Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the  funding  of  ABR Revolving Loans or a Swingline Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Borrower of its obligation
to  reimburse  such  LC  Disbursement.

     (f)     Obligations  Absolute.  The  Borrower's  obligation to reimburse LC
             ---------------------
Disbursements  as  provided  in paragraph (e) of this Section shall be absolute,
unconditional  and  irrevocable,  and  shall be performed strictly in accordance
with  the terms of this Agreement under any and all circumstances whatsoever and
irrespective  of  (i)  any  lack  of validity or enforceability of any Letter of
Credit  or  this  Agreement, or any term or provision therein, (ii) any draft or
other  document  presented  under  a  Letter  of  Credit  proving  to be forged,
fraudulent  or  invalid  in any respect or any statement therein being untrue or
inaccurate  in  any respect, (iii) payment by the Issuing Bank under a Letter of
Credit  against  presentation  of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever,  whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide  a  right  of  setoff  against,  the  Borrower's  obligations hereunder.
Neither  the  Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their  Related  Parties, shall have any liability or responsibility by reason of
or  in  connection  with the issuance or transfer of any Letter of Credit or any
payment  or  failure  to make any payment thereunder (irrespective of any of the
circumstances  referred  to  in the preceding sentence), or any error, omission,
interruption,  loss or delay in transmission or delivery of any draft, notice or
other  communication  under  or  relating to any Letter of Credit (including any
document  required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing  Bank;  provided that the foregoing shall not be construed to excuse the
                --------
Issuing  Bank from liability to the Borrower to the extent of any direct damages
(as  opposed  to  consequential  damages,  claims in respect of which are hereby
waived  by  the  Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining  whether  drafts  and  other  documents  presented under a Letter of
Credit  comply with the terms thereof.  The parties hereto expressly agree that,
in  the  absence  of  gross  negligence or willful misconduct on the part of the
Issuing  Bank,  the  Issuing Bank shall be deemed to have exercised care in each
such  determination.  In  furtherance  of the foregoing and without limiting the
generality  thereof, the parties agree that, with respect to documents presented
which  appear  on their face to be in substantial compliance with the terms of a
Letter  of  Credit,  the Issuing Bank may, in its sole discretion, either accept
and  make  payment  upon  such  documents  without  responsibility  for  further
investigation,  regardless  of  any  information  to  the contrary, or refuse to
accept  and make payment upon such documents if such documents are not in strict
compliance  with  the  terms  of  such  Letter  of  Credit.

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

     (h)     Interim  Interest.  If  the  Issuing  Bank  shall  make  any  LC
             ------------------
Disbursement,  then, unless the Borrower shall reimburse such LC Disbursement in
full  on  the date such LC Disbursement is made, the unpaid amount thereof shall
bear  interest, for each day from and including the date such LC Disbursement is
made  to  but  excluding  the  date  that  the  Borrower  reimburses  such  LC
Disbursement,  at  the  rate  per  annum then applicable to ABR Revolving Loans;
provided  that, if the Borrower fails to reimburse such LC Disbursement when due
    ----
pursuant  to  paragraph  (e)  of this Section, then Section 2.12(e) shall apply.
              --------------                        ---------------
Interest  accrued  pursuant  to  this  paragraph shall be for the account of the
Issuing  Bank,  except that interest accrued on and after the date of payment by
any  Lender  pursuant  to paragraph (e) of this Section to reimburse the Issuing
Bank  shall  be  for  the  account of such Lender to the extent of such payment.

     (i)     Replacement  of the Issuing Bank.  The Issuing Bank may be replaced
             ---------------------------------
at  any  time by written agreement among the Borrower, the Administrative Agent,
the  replaced Issuing Bank and the successor Issuing Bank.  If the credit rating
of  the  Issuing  Bank  has  been  downgraded so that the Issuing Bank no longer
satisfies  the  requirements  of the beneficiary of a Letter of Credit, then the
Borrower  has the right to replace the Issuing Bank as the issuer of that Letter
of  Credit  with  a  successor  Issuing  Bank (with the consent of the successor
Issuing Bank) which must be a Lender.  The Administrative Agent shall notify the
Lenders  of  any  such  replacement  of  the Issuing Bank.  At the time any such
replacement  shall  become  effective,  the  Borrower  shall pay all unpaid fees
accrued  for  the  account  of  the  replaced  Issuing  Bank pursuant to Section
                                                                         -------
2.11(b).  From  and  after  the  effective date of any such replacement, (i) the
successor  Issuing Bank shall have all the rights and obligations of the Issuing
Bank  under  this  Agreement  with  respect  to  Letters  of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and  all  previous  Issuing  Banks,  as  the  context  shall require.  After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a  party  hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of  Credit.

     (j)     Cash  Collateralization.  If  (i)  any Event of Default shall occur
             ------------------------
and  be  continuing,  on the Business Day that the Borrower receives notice from
the  Administrative  Agent  demanding the deposit of cash collateral pursuant to
this paragraph, or (ii) any Letter of Credit will expire after the Maturity Date
as  allowed  by Section 2.05(c), then at least ten (10) days before the Maturity
                ---------------
Date, the Borrower shall deposit in an account with the Administrative Agent, in
the  name  of  the  Administrative  Agent and for the benefit of the Lenders, an
amount  in  cash  equal  to the LC Exposure as of such date plus any accrued and
unpaid  interest  thereon;  provided  that  the  obligation to deposit such cash
                            --------
collateral  shall  become  effective  immediately, and such deposit shall become
immediately  due  and  payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause  (g)  or  (h)  of  Article  VII.  Such  deposit  shall  be  held  by  the
-----------      ---      ------------
Administrative  Agent  as  collateral  for  the  payment  and performance of the
----------
obligations  of  the  Borrower  under  this Agreement.  The Administrative Agent
------
shall  have  exclusive  dominion  and  control, including the exclusive right of
----
withdrawal, over such account.  Other than any interest earned on the investment
----
of  such  deposits,  which  investments  shall  be  made  at the option and sole
discretion  of  the Administrative Agent and at the Borrower's risk and expense,
such  deposits  shall  not  bear interest.  Interest or profits, if any, on such
investments  shall  accumulate in such account.  Moneys in such account shall be
applied  by  the  Administrative  Agent  to  reimburse  the  Issuing Bank for LC
Disbursements  for  which  it  has not been reimbursed and, to the extent not so
applied,  shall be held for the satisfaction of the reimbursement obligations of
the  Borrower  for the LC Exposure at such time or, if the maturity of the Loans
has  been  accelerated  (but  subject to the consent of Lenders with LC Exposure
representing  greater  than 51% of the total LC Exposure), be applied to satisfy
other  obligations  of  the  Borrower  under this Agreement.  If the Borrower is
required  to  provide  an amount of cash collateral hereunder as a result of the
occurrence  of  an  Event of Default or because the Letter of Credit will expire
after  the  Maturity  Date, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived, or after the Maturity Date has been extended,
respectively.

     SECTION  2.06.  Funding  of  Borrowings.  (a)  Each  Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately  available  funds by 12:00 noon, Houston, Texas time, to the account
of  the  Administrative Agent most recently designated by it for such purpose by
notice  to  the Lenders; provided that Swingline Loans shall be made as provided
in  Section  2.04.A.  The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an
account  of  the  Borrower  maintained with the Administrative Agent in Houston,
Texas  and  designated  by  the  Borrower in the applicable Borrowing Request or
Competitive  Bid  Request; provided that ABR Revolving Loans made to finance the
reimbursement  of  an  LC  Disbursement  as provided in Section 2.05(e) shall be
remitted  by  the  Administrative  Agent  to  the  Issuing  Bank.

     (b)     Unless  the  Administrative Agent shall have received notice from a
Lender  prior  to  the  proposed date of any Borrowing that such Lender will not
make  available  to  the  Administrative  Agent  such  Lender's  share  of  such
Borrowing,  the  Administrative  Agent may assume that such Lender has made such
share  available  on  such date in accordance with paragraph (a) of this Section
and  may,  in  reliance  upon  such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made its share
of  the  applicable  Borrowing  available  to the Administrative Agent, then the
applicable  Lender and the Borrower severally agree to pay to the Administrative
Agent  forthwith  on demand such corresponding amount with interest thereon, for
each  day  from  and  including  the  date  such amount is made available to the
Borrower  to  but  excluding the date of payment to the Administrative Agent, at
(i)  in the case of such Lender, the greater of the Federal Funds Effective Rate
and  a  rate  determined  by the Administrative Agent in accordance with banking
industry  rules  on  interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to the corresponding Loan made to the Borrower.  If
such Lender pays such amount to the Administrative Agent, then such amount shall
constitute  such  Lender's  Loan  included  in  such  Borrowing.

     SECTION 2.07.  Interest Elections.  (a)  Each Revolving Borrowing initially
shall  be  of the Type specified in the applicable Borrowing Request and, in the
case  of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as  specified  in such Borrowing Request.  Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the  case  of  a  Eurodollar  Revolving  Borrowing,  may  elect Interest Periods
therefor,  all  as  provided  in this Section.  The Borrower may elect different
options  with  respect to different portions of the affected Borrowing, in which
case  each such portion shall be allocated ratably among the Lenders holding the
Loans  comprising  such  Borrowing,  and  the Loans comprising each such portion
shall  be  considered  a  separate  Borrowing.  This  Section shall not apply to
Competitive  Borrowings  or  Swingline Borrowings, which may not be converted or
continued.

     (b)     To  make  an  election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing  Request  would  be  required  under Section 2.03 if the Borrower were
                                               ------------
requesting  a Revolving Borrowing of the Type resulting from such election to be
made  on  the  effective  date  of such election.  Each such telephonic Interest
Election  Request  shall  be irrevocable and shall be confirmed promptly by hand
delivery  or telecopy to the Administrative Agent of a written Interest Election
Request  in  the  form  of a Borrowing Request (with proper election made for an
interest  rate  election  only)  and  signed  by  the  Borrower.

     (c)     Each telephonic and written Interest Election Request shall specify
the  following  information  in  compliance  with  Section  2.02:
                                                   -------------

     (i)     the  Borrowing to which such Interest Election Request applies and,
if  different  options  are  being  elected  with  respect to different portions
thereof,  the  portions  thereof to be allocated to each resulting Borrowing (in
which  case  the  information to be specified pursuant to clauses (iii) and (iv)
below  shall  be  specified  for  each  resulting  Borrowing);

(ii)     the  effective  date  of  the  election  made pursuant to such Interest
Election  Request,  which  shall  be  a  Business  Day;

(iii)     whether  the  resulting  Borrowing  is  to  be  an  ABR Borrowing or a
Eurodollar  Borrowing;  and

(iv)     if  the  resulting  Borrowing  is  a Eurodollar Borrowing, the Interest
Period  to  be  applicable  thereto  after giving effect to such election, which
shall  be a period contemplated by the definition of the term "Interest Period".

If  any  such Interest Election Request requests a Eurodollar Borrowing but does
not  specify  an  Interest  Period,  then  the  Borrower shall be deemed to have
selected  an  Interest  Period  of  seven  days'  duration.

     (d)     Promptly  following  receipt  of  an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's  portion  of  each  resulting  Borrowing.

     (e)     If the Borrower fails to deliver a timely Interest Election Request
with  respect  to  a  Eurodollar  Revolving  Borrowing  prior  to the end of the
Interest  Period  applicable  thereto,  then, unless such Borrowing is repaid as
provided  herein,  at  the  end  of such Interest Period such Borrowing shall be
converted  to  a Eurodollar Revolving Borrowing with an Interest Period of seven
days'  duration.  Notwithstanding  any contrary provision hereof, if an Event of
Default  has  occurred  and  is  continuing and the Administrative Agent, at the
request  of  the Required Lenders, so notifies the Borrower, then, so long as an
Event  of  Default  is  continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
of  the  Interest  Period  applicable  thereto.

     SECTION  2.08.  Termination,  Reduction  and  Increase  of  Commitments.

     (a)     Unless  previously  terminated  by  the  Administrative  Agent  in
accordance  with this Agreement, the Commitments shall terminate on the Maturity
Date.

     (b)     The  Borrower  may  only  reduce  the Commitments without the prior
written  consent  of  the  Administrative  Agent  and  all of the Lenders in the
following  circumstances:  the  Borrower may from time to time prior to November
14, 2006 reduce the Commitments, provided that each reduction in the Commitments
shall  be  in an amount that is an integral multiple of $5,000,000 and the total
Commitments  may  not  be reduced to less than $200,000,000.  The Borrower shall
not  reduce the Commitments if, after giving effect to any concurrent prepayment
of  the  Loans  in  accordance with Section 2.10, the sum of the total Revolving
                                    ------------
Credit  Exposures plus the aggregate principal amount of outstanding Competitive
Loans  would  exceed  the  total  Commitments  as  reduced.

(c)     The  Borrower  shall  notify the Administrative Agent of any election to
reduce  the  Commitments  under  Section 2.08(b) at least five (5) Business Days
                                 ---------------
prior  to the effective date of such reduction, specifying such election and the
effective  date  thereof.  Promptly  following  receipt  of  any  notice,  the
Administrative  Agent  shall  advise  the Lenders of the contents thereof.  Each
notice  delivered by the Borrower pursuant to this Section shall be irrevocable.
Any  reduction  of  the  Commitments  shall be permanent.  Each reduction in the
Commitments  shall  be  made  ratably among the Lenders in accordance with their
respective  Commitments.

(d)     So  long  as  the  Borrower  is  not  then in Default and so long as the
Borrower  has  not  reduced  the  Commitment  pursuant  to  Section 2.08(b), the
                                                            ---------------
Borrower  may  on two (2) occasions prior to November 14, 2005, request that the
aggregate  Commitments be increased, so long as the aggregate Commitments do not
exceed Six Hundred Million Dollars ($600,000,000.00) (the "Maximum Commitment").
                                                           ------------------
If  the  Borrower  requests  that  the  aggregate  Commitments be increased, the
Administrative  Agent  shall  use  commercially  reasonable  efforts  to  obtain
increased  or  additional commitments up to the Maximum Commitment, and to do so
the  Administrative  Agent may, after first offering the Lenders the opportunity
to  participate  in  the increased Commitments, obtain additional lenders of its
choice  (and approved by Borrower, such approval not to be unreasonably withheld
or delayed), and without the necessity of approval from any of the Lenders.  The
Borrower  and  each  Guarantor  shall  execute  an  amendment to this Agreement,
additional  Notes and other documents as the Administrative Agent may reasonably
require  to  evidence  the  increase  of  the  Commitments, and the admission of
additional  Persons  as  Lenders,  if  necessary.

     SECTION  2.09.  Repayment  of  Loans;  Evidence  of Debt.  (a) The Borrower
hereby  unconditionally  promises to pay (i) to the Administrative Agent for the
account  of  each Lender the then unpaid principal amount of each Revolving Loan
on  the  Maturity Date, (ii) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Competitive Loan on the last day
of  the  Interest  Period  applicable  to  such Loan, and (iii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the  Maturity  Date  and  the  date  that  is  two  (2) Business Days after such
Swingline  Loan  is  made.  The  Loans  shall  be  evidenced  by the Notes.  The
Revolving  Loans shall be evidenced by Revolving Notes executed by the Borrower,
one  to  each Lender for such Lender's Commitment.  The Swingline Loans shall be
evidenced  by  the  Swingline Note.  The Competitive Loans shall be evidenced by
Competitive  Notes  executed  by  the  Borrower  to  each Lender, with each such
Competitive  Note  being in the original principal sum of $200,000,000.00, which
is  the maximum principal amount of Competitive Loans that can be outstanding at
any  one  time  in  the aggregate under this Agreement.  Borrower's liability to
each  Lender  under  its  Competitive Note shall not exceed the principal amount
advanced  by  such  Lender  as  a  Competitive  Loan.

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

     (c)     The  Administrative Agent shall maintain accounts in which it shall
record  (i)  the  amount of each Loan made hereunder, the Class and Type thereof
and  the Interest Period applicable thereto, (ii) the amount of any principal or
interest  due and payable or to become due and payable from the Borrower to each
Lender  hereunder and (iii) the amount of any sum received by the Administrative
Agent  hereunder for the account of the Lenders and each Lender's share thereof.
All  payments  received on the Notes shall be applied first to pay the Swingline
Loans.

     (d)     The  entries  made in the accounts maintained pursuant to paragraph
                                                                       ---------
(b)  or  (c)  of this Section shall be prima facie evidence of the existence and
 --      ---                           ----- -----
amounts  of  the  obligations recorded therein; provided that the failure of any
 -                                              --------
Lender  or  the  Administrative  Agent  to  maintain  such accounts or any error
 -
therein  shall  not in any manner affect the obligation of the Borrower to repay
 -
the  Loans  in  accordance  with  the  terms  of  this  Agreement.

     SECTION 2.10.  Prepayment of Loans.  (a)  The Borrower shall have the right
at  any  time and from time to time to prepay, without penalty, any Borrowing in
whole  or  in  part, subject to prior notice in accordance with paragraph (b) of
this  Section,  and  subject  to  Section 2.15, if applicable; provided that the
Borrower  shall  not  have  the right to prepay any Competitive Loan without the
prior  consent  of  the  Lender  thereof.

     (b)     The  Borrower  shall  notify  the Administrative Agent (and, in the
case  of  prepayment  of  a  Swingline  Loan, the Swingline Lender) by telephone
(confirmed  by  telecopy)  of  any  prepayment  hereunder  (i)  in  the  case of
prepayment  of  a  Eurodollar  Revolving  Borrowing,  not  later than 1:00 p.m.,
Houston,  Texas time, three Business Days before the date of prepayment, (ii) in
the  case of prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m.,
Houston, Texas time, one Business Day before the date of prepayment, or (iii) in
the  case of prepayment of a Swingline Loan, not later than 11:00 a.m., Houston,
Texas  time,  on  the date of prepayment.  Each such notice shall be irrevocable
and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid.  Promptly following receipt of any such notice
relating  to  a  Revolving  Borrowing, the Administrative Agent shall advise the
Lenders  of  the  contents  thereof.   Each  partial prepayment of any Revolving
Borrowing  shall  be  in  an  amount  that  would be permitted in the case of an
advance  of  a Revolving Borrowing of the same Type as provided in Section 2.02.
                                                                   ------------
Each  prepayment  of a Revolving Borrowing shall be applied ratably to the Loans
included  in the prepaid Borrowing.  Prepayments shall be accompanied by accrued
interest  to  the  extent  required  by  Section  2.12.
                                         -------------

     (c)     In  connection  with  the  prepayment  of  any  Loan  prior  to the
expiration  of  the  Interest Period applicable thereto, the Borrower shall also
pay  any  applicable  expenses  pursuant  to  Section  2.15.
                                              -------------

     (d)     Amounts to be applied to the prepayment of Loans pursuant to any of
the  preceding  subsections  of  this Section shall be applied, first, to reduce
outstanding  ABR  Loans  and  next,  to  the extent of any remaining balance, to
reduce  outstanding  Eurodollar Loans.  Each such prepayment shall be applied to
prepay  ratably  the  Loans  of  the  Lender.

     SECTION 2.11.  Fees.  (a)  The Borrower agrees to pay to the Administrative
Agent  for  the account of each Lender a facility fee, which shall accrue at the
Applicable  Rate  on  the daily amount of the Commitment of such Lender (whether
used  or unused) during the period from and including the date of this Agreement
to but excluding the date on which such Commitment terminates; provided that, if
such Lender continues to have any Revolving Credit Exposure after its Commitment
terminates,  then such facility fee shall continue to accrue on the daily amount
of  such Lender's Revolving Credit Exposure from and including the date on which
its  Commitment terminates to but excluding the date on which such Lender ceases
to  have  any Revolving Credit Exposure.  Accrued facility fees shall be payable
in  arrears  on the last day of March, June, September and December of each year
and on the date on which the Commitments terminate, commencing on the first such
date  to  occur  after the date hereof; provided that any facility fees accruing
after  the  date  on which the Commitments terminate shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be  payable  for  the actual number of days elapsed (including the first day but
excluding  the  last  day).

     (b)     The  Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters  of  Credit,  which  shall  accrue  at  the same Applicable Rate used to
determine  the  interest  rate  applicable  to Eurodollar Revolving Loans on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable  to  unreimbursed  LC  Disbursements)  during  the  period from and
including  the  date of this Agreement to but excluding the later of the date on
which  such  Lender's  Commitment  terminates  and the date on which such Lender
ceases  to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, in
the amount of 0.125% of the face amount of each Letter of Credit, as well as the
Issuing  Bank's  standard  administrative  fees  with  respect  to the issuance,
amendment,  renewal  or  extension  of  any  Letter  of  Credit or processing of
drawings  thereunder.  Participation fees accrued through and including the last
day  of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur  after  the  date  of this Agreement; provided that all such fees shall be
                                            --------
payable  on  the  date  on  which  the  Commitments  terminate and any such fees
accruing  after  the date on which the Commitments terminate shall be payable on
demand.  Fronting  fees  shall  be payable in full in advance on the date of the
issuance,  or  renewal  or  extension  of  each  Letter  of  Credit, and are not
refundable.  JPMC  shall  not charge a fronting fee for Letters of Credit issued
under  this  Agreement  to  replace  or  extend  the letters of credit listed on
Schedule  2.05(d).  Any  other fees payable to the Issuing Bank pursuant to this
      -----------
paragraph  shall be payable within 10 days after demand.  All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall
be  payable  for  the actual number of days elapsed (including the first day but
excluding  the  last  day).

     (c)     The Borrower agrees to pay to the Administrative Agent, for its own
account,  fees  payable  in  the amounts and at the times separately agreed upon
between  the  Borrower  and  the  Administrative  Agent.

     (d)     All  fees  payable  hereunder  shall  be  paid on the dates due, in
immediately  available  funds,  to  the  Administrative Agent (or to the Issuing
Bank,  in  the  case  of  fees  payable  to it) for distribution, in the case of
facility  fees  and  participation fees, to the Lenders.  Fees paid shall not be
refundable  under  any  circumstances.

     (e)     In  the event that the Maturity Date is extended in accordance with
the  terms  of  Section  2.19,  the Borrower agrees to pay to the Administrative
                -------------
Agent  for  the  account  of  each Lender an extension fee equal to 0.15% of the
aggregate Revolving Credit Exposure on the first effective day of the extension.

     SECTION  2.12.  Interest.  (a)  The  Loans  comprising  each  ABR Borrowing
(including  each  Swingline  Loan)  shall bear interest at the lesser of (x) the
Alternate  Base  Rate  plus  the  Applicable  Rate,  or  (y)  the  Maximum Rate.

     (b)     The  Loans comprising each Eurodollar Borrowing shall bear interest
(i)  in  the  case  of  a  Eurodollar  Revolving  Loan, at the lesser of (x) the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable  Rate,  or  (y) the Maximum Rate, or (ii) in the case of a Eurodollar
Competitive  Loan, at the lesser of (x) the LIBO Rate for the Interest Period in
effect  for  such Borrowing plus (or minus, as applicable) the Margin applicable
to  such  Loan,  or  (y)  the  Maximum  Rate.

     (c)     Each  Fixed  Rate Loan shall bear interest at the lesser of (i) the
Fixed  Rate  applicable  to  such  Loan  or  (ii)  the  Maximum  Rate.

     (d)     Notwithstanding  the  foregoing, if any principal of or interest on
any  Loan  or  any  fee or other amount payable by the Borrower hereunder is not
paid  when due, whether at stated maturity, upon acceleration or otherwise, such
overdue  amount shall bear interest, after as well as before judgment, at a rate
per  annum equal to (i) in the case of overdue principal of any Loan, the lesser
of  (x)  2%  plus  the  rate  otherwise  applicable  to such Loan as provided in
paragraphs (a), (b) and (c) of this Section, or (y) the Maximum Rate, or (ii) in
            -    -       -
the  case  of any other amount, the lesser of (x) 2% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section, or (y) the Maximum Rate.
                         -------------

     (e)     Accrued  interest  on each Loan shall be payable in arrears on each
Interest  Payment  Date  for such Loan and, in the case of Revolving Loans, upon
termination  of  the Commitments; provided that (i) interest accrued pursuant to
                                  --------
paragraph  (d)  of this Section shall be payable on demand, (ii) in the event of
 -------------
any  repayment  or  prepayment  of  any  Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the  principal  amount  repaid  or  prepaid shall be payable on the date of such
repayment  or  prepayment  and  (iii)  in  the  event  of  any conversion of any
Eurodollar  Revolving  Loan  prior  to  the  end  of the current Interest Period
therefor,  accrued  interest on such Loan shall be payable on the effective date
of  such  conversion.

     (f)     All  interest hereunder shall be computed on the basis of a year of
360  days, except that interest computed by reference to the Alternate Base Rate
shall  be  computed  on  the  basis of a year of 365 days (or 366 days in a leap
year),  and  in each case shall be payable for the actual number of days elapsed
(including  the first day but excluding the last day).  The applicable Alternate
Base  Rate,  Adjusted  LIBO  Rate  or  LIBO  Rate  shall  be  determined  by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

     SECTION 2.13.  Alternate Rate of Interest.  If prior to the commencement of
any  Interest  Period  for  a  Eurodollar  Borrowing:

     (a)     the  Administrative  Agent determines (which determination shall be
conclusive  absent  manifest  error)  that  adequate and reasonable means do not
exist  for  ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for  such  Interest  Period;  or

(b)     the  Administrative Agent is advised by the Required Lenders (or, in the
case  of a Eurodollar Competitive Loan, the Lender that is required to make such
Loan)  that (i) the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest  Period will not adequately and fairly reflect the cost to such Lenders
(or  Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period and (ii) such fact is generally applicable to
its  loans  of  this  type to similar borrowers, as evidenced by a certification
from  such  Lenders;

then  the Administrative Agent shall give notice thereof to the Borrower and the
Lenders  by  telephone  or  telecopy  as promptly as practicable thereafter and,
until  the  Administrative  Agent notifies the Borrower and the Lenders that the
circumstances  giving  rise  to  such  notice  no longer exist, (i) any Interest
Election  Request that requests the conversion of any Revolving Borrowing to, or
continuation  of  any  Revolving  Borrowing  as, a Eurodollar Borrowing shall be
ineffective,  (ii)  if  any  Borrowing  Request  requests a Eurodollar Revolving
Borrowing,  such  Borrowing  shall  be  made  as  an ABR Borrowing and (iii) any
request  by  the  Borrower  for  a  Eurodollar  Competitive  Borrowing  shall be
ineffective;  provided  that (A) if the circumstances giving rise to such notice
              --------
do  not  affect  all  the  Lenders, then requests by the Borrower for Eurodollar
Competitive  Borrowings may be made to Lenders that are not affected thereby and
(B)  if  the  circumstances  giving  rise to such notice affect only one Type of
Borrowings,  then  the  other  Type  of  Borrowings  shall  be  permitted.

     SECTION  2.14.  Increased  Costs.  (a)  If  any  Change  in  Law  shall:

     (i)     impose,  modify  or deem applicable any reserve, special deposit or
similar  requirement  against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement reflected in
the  Adjusted  LIBO  Rate)  or  the  Issuing  Bank;  or

(ii)     impose on any Lender or the Issuing Bank or the London interbank market
any  other  condition (other than one relating to Excluded Taxes) affecting this
Agreement  or  Eurodollar  Loans  or Fixed Rate Loans made by such Lender or any
Letter  of  Credit  or  participation  therein;

and  the  result  of  any of the foregoing shall be to increase the cost to such
Lender  of  making or main-taining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining  its  obligation  to  make any such Loan) or to increase the cost to
such  Lender or the Issuing Bank of participating in, issuing or maintaining any
Letter  of  Credit or to reduce the amount of any sum received or receiv-able by
such  Lender  or  the  Issuing Bank hereunder (whether of principal, interest or
otherwise),  then  the  Borrower will pay to such Lender or the Issuing Bank, as
the  case  may  be,  such  additional  amount or amounts as will compensate such
Lender  or  the  Issuing  Bank,  as  the  case may be, for such additional costs
incurred  or  reduction  suffered.

     (b)     If any Lender or the Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of  return  on  such Lender's or the Issuing Bank's capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's  holding  company  could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of  such  Lender's or the Issuing Bank's holding company with respect to capital
adequacy),  then  from  time to time the Borrower will pay to such Lender or the
Issuing  Bank,  as  the  case  may be, such additional amount or amounts as will
compensate  such  Lender  or  the  Issuing  Bank or such Lender's or the Issuing
Bank's  holding  company  for  any  such  reduction  suffered.

(c)     A  certificate  of a Lender or the Issuing Bank setting forth the amount
or  amounts  necessary  to  compensate  such  Lender  or the Issuing Bank or its
holding  company,  as  the  case may be, as specified in paragraph (a) or (b) of
                                                         -------------    ---
this  Section  shall be delivered to the Borrower and shall be conclusive absent
manifest  error.  The Borrower shall pay such Lender or the Issuing Bank, as the
case  may  be,  the  amount  shown as due on any such certificate within 10 days
after  receipt  thereof.

(d)     Failure or delay on the part of any Lender or the Issuing Bank to demand
compensation  pursuant  to  this  Section  shall not constitute a waiver of such
Lender's  or the Issuing Bank's right to demand such compensation; provided that
                                                                   --------
the  Borrower  shall  not be required to compensate a Lender or the Issuing Bank
pursuant  to  this  Section  for any increased costs or reductions incurred more
than 60 days prior to the date that such Lender or the Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased
costs  or  reductions  and  of  such Lender's or the Issuing Bank's intention to
claim  compensation therefor; provided further that, if the Change in Law giving
                              -------- -------
rise  to  such  increased  costs  or  reductions is retroactive, then the 60-day
period  referred to above shall be extended to include the period of retroactive
effect  thereof.

     (e)     Notwithstanding  the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive  Loan  if  the Change in Law that would otherwise entitle it to such
compensation  shall  have  been  publicly  announced  prior to submission of the
Competitive  Bid  pursuant  to  which  such  Loan  was  made.

(f)     If  the  Administrative  Agent  or  a  Lender  determines,  in  its sole
discretion,  that  it  has  received  a refund of any Indemnified Taxes or Other
Taxes  as  to  which  it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 2.14, it
                                                                ------------
shall  pay over such refund to the Borrower (but only to the extent of indemnity
payments  made,  or  additional amounts paid, by the Borrower under this Section
                                                                         -------
2.14  with  respect  to the Indemnified Taxes or Other Taxes giving rise to such
  --
refund),  net  of all out-of-pocket expenses of the Administrative Agent or such
Lender  and  without  interest  (other  than  any  interest paid by the relevant
Governmental  Authority  with  respect  to  such  refund);  provided,  that  the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay  the  amount  paid  over to the Borrower and without interest on such sums
(plus  any  penalties,  interest  or  other  charges  imposed  by  the  relevant
Governmental  Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental  Authority.  This  Section  shall  not  be construed to require the
Administrative  Agent  or  any  Lender to make available its tax returns (or any
other  information  relating  to  its  taxes which it deems confidential) to the
Borrower  or  any  other  Person.

     SECTION  2.15.  Break Funding Payments.  In the event of (a) the payment of
any  principal  of any Eurodollar Loan or Fixed Rate Loan other than on the last
day  of an Interest Period applicable thereto (including as a result of an Event
of  Default),  (b)  the conversion of any Eurodollar Loan other than on the last
day  of  the  Interest  Period  applicable  thereto,  (c) the failure to borrow,
convert,  continue  or  prepay  any  Revolving Loan on the date specified in any
notice  delivered  pursuant  hereto  (regardless  of  whether such notice may be
revoked  under  Section 2.10(b)), (d) the failure to borrow any Competitive Loan
after  accepting the Competitive Bid to make such Loan, or (e) the assignment of
any  Eurodollar  Loan  or  Fixed  Rate  Loan  other  than on the last day of the
Interest  Period  applicable  thereto  as  a result of a request by the Borrower
pursuant to Section 2.18, then, in any such event, the Borrower shall compensate
each  Lender  for the loss, cost and expense attributable to such event.  In the
case  of  a  Eurodollar  Loan, such loss, cost or expense to any Lender shall be
deemed  to include an amount determined by such Lender to be the excess, if any,
of  (i)  the amount of interest which would have accrued on the principal amount
of  such  Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to
the  last day of the then current Interest Period therefor (or, in the case of a
failure  to borrow, convert or continue, for the period that would have been the
Interest  Period  for  such  Loan), over (ii) the amount of interest which would
accrue  on such principal amount for such period at the interest rate which such
Lender  would bid were it to bid, at the commencement of such period, for dollar
deposits  of  a  comparable amount and period from other banks in the eurodollar
market.  A  certifi-cate  of any Lender setting forth any amount or amounts that
such  Lender  is entitled to receive pursuant to this Section shall be delivered
to  the  Borrower  and  shall be conclusive absent manifest error.  The Borrower
shall  pay such Lender the amount shown as due on any such certificate within 10
days  after  receipt  thereof.

SECTION  2.16.  Taxes.  (a)  Any  and  all  payments  by  or  on  account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction  for  any  Indemnified  Taxes  or  Other  Taxes;  provided that if the
Borrower  shall  be required to deduct any Indemnified Taxes or Other Taxes from
such  payments, then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the Administrative Agent, any Lender
or  Issuing  Bank  (as  the  case may be) receives an amount equal to the sum it
would  have  received  had no such deductions been made, (ii) the Borrower shall
make  such  deductions and (iii) the Borrower shall pay the full amount deducted
to  the  relevant  Governmental  Authority  in  accordance  with applicable law.

     (b)     In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental  Authority  in  accordance  with  applicable  law.

     (c)     The  Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such  Lender  or the Issuing Bank, as the case may be, on or with respect to any
payment  by or on account of any obligation of the Borrower hereunder (including
Indemnified  Taxes  or  Other  Taxes  imposed  or asserted on or attributable to
amounts  payable  under this Section) and any penalties, interest and reasonable
expenses  arising  therefrom  or  with  respect  thereto,  whether  or  not such
Indemnified  Taxes  or Other Taxes were correctly or legally imposed or asserted
by  the relevant Governmental Authority.  A certificate as to the amount of such
payment  or liability delivered to the Borrower by a Lender or the Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing  Bank,  shall  be  conclusive  absent  manifest  error.

     (d)     As  soon  as  practicable after any payment of Indemnified Taxes or
Other  Taxes  by  the  Borrower  to a Governmental Authority, the Borrower shall
deliver  to  the  Administrative  Agent  the  original  or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the  return  reporting such payment or other evidence of such payment reasonably
satisfactory  to  the  Administrative  Agent.

     (e)     Any  Foreign  Lender  that  is  entitled  to  an  exemption from or
reduction  of  withholding  tax  under  the law of the jurisdiction in which the
Borrower  is  located, or any treaty to which such jurisdiction is a party, with
respect  to  payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law  or  reasonably requested by the Borrower as will permit such payments to be
made  without  withholding  or  at  a  reduced  rate.

     SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a)  The  Borrower  shall  make each payment required to be made by it hereunder
(whether  of  principal, interest, fees or reimbursement of LC Disbursements, or
of  amounts  payable  under  Section  2.14, 2.15 or 2.16, or otherwise) prior to
12:00  noon, Houston, Texas time, on the date when due, in immediately available
funds, without set-off or counterclaim.  Any amounts received after such time on
any  date  may, in the discretion of the Administrative Agent, be deemed to have
been  received  on  the next succeeding Business Day for purposes of calculating
interest  thereon.  All  such payments shall be made to the Administrative Agent
at  its  offices  at 712 Main Street, Houston, Texas, except payments to be made
directly  to  the  Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be
made  directly  to  the  Persons  entitled  thereto. If the Administrative Agent
receives  a  payment  for  the account of a Lender prior to 12:00 noon, Houston,
Texas  time, such payment must be delivered to the Lender on the same day and if
it  is  not  so  delivered  due  to  the  fault of the Administrative Agent, the
Administrative  Agent  shall  pay to the Lender entitled to the payment interest
thereon  for  each  day  after  payment  should have been received by the Lender
pursuant  hereto  until  the  Lender  receives  payment,  at  the greater of the
Federal  Funds  Effective Rate and a rate determined by the Administrative Agent
in  accordance  with  banking  industry rules on interbank compensation.  If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment  shall be extended to the next succeeding Business Day, and, in the case
of  any  payment  accruing  interest,  interest thereon shall be payable for the
period  of  such  extension.  All  payments  hereunder shall be made in Dollars.

     (b)     If  at any time insufficient funds are received by and available to
the  Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i)  first,  towards  payment  of  interest and fees then due hereunder, ratably
among  the  parties  entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and  unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements  then  due  to  such  parties.

     (c)     If  any  Lender  shall,  by  exercising  any  right  of  set-off or
counterclaim  or  otherwise,  obtain  payment  in respect of any principal of or
interest  on any of its Revolving Loans or participations in LC Disbursements or
Swingline  Loans  resulting  in  such  Lender  receiving  payment  of  a greater
proportion  of the aggregate amount of its Revolving Loans and participations in
LC  Disbursements  and  Swingline  Loans  and  accrued interest thereon than the
proportion  received by any other Lender, then the Lender receiving such greater
proportion  shall  purchase  (for  cash  at  face  value)  participations in the
Revolving  Loans  and  participations in LC Disbursements and Swingline Loans of
other  Lenders  to the extent necessary so that the benefit of all such payments
shall  be  shared by the Lenders ratably in accordance with the aggregate amount
of  principal  of  and  accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any
                                                        --------
such  participations  are purchased and all or any portion of the payment giving
rise  thereto  is  recovered,  such  participations  shall  be rescinded and the
purchase  price  restored  to the extent of such recovery, without interest, and
(ii)  the  provisions  of  this paragraph shall not be construed to apply to any
payment  made  by  the  Borrower  pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the  assignment  of  or  sale  of  a  participation  in  any  of  its  Loans  or
participations in LC Disbursements to any assignee or participant, other than to
the  Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of  this  paragraph  shall  apply).  The  Borrower consents to the foregoing and
agrees,  to  the  extent it may effectively do so under applicable law, that any
Lender  acquiring  a  participation  pursuant  to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such  participation  as  fully  as  if such Lender were a direct creditor of the
Borrower  in  the  amount  of  such  participation.

     (d)     Unless the Administrative Agent shall have received notice from the
Borrower  prior  to  the  date on which any payment is due to the Administrative
Agent  for  the  account  of  the Lenders or the Issuing Bank hereunder that the
Borrower  will  not  make such payment, the Administrative Agent may assume that
the  Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as  the  case may be, the amount due.  In such event, if the Borrower has not in
fact  made  such  payment,  then each of the Lenders or the Issuing Bank, as the
case  may be, severally agrees to repay to the Administrative Agent forthwith on
demand  the  amount  so distributed to such Lender or Issuing Bank with interest
thereon,  for each day from and including the date such amount is distributed to
it  to  but  excluding  the  date of payment to the Administrative Agent, at the
greater  of  the  Federal  Funds  Effective  Rate  and  a rate determined by the
Administrative  Agent  in  accordance  with  banking industry rules on interbank
compensation.

     (e)     If any Lender shall fail to make any payment required to be made by
it  pursuant  to  Section  2.04.A,  2.05(d) or (e), 2.06(b) or 2.17(d), then the
                  ---------------   -------    ---  -------    -------
Administrative  Agent  may,  in  its  discretion  (notwithstanding  any contrary
provision  hereof),  apply any amounts thereafter received by the Administrative
Agent  for the account of such Lender to satisfy such Lender's obligations under
such  Sections  until  all  such  unsatisfied  obligations  are  fully  paid.

     SECTION  2.18.  Mitigation  Obligations;  Replacement  of  Lenders.

(a)     Each  Lender  and the Issuing Bank will notify the Borrower of any event
occurring  after  the  date  of this Agreement which will entitle such Person to
compensation pursuant to Sections 2.14 and 2.16 as promptly as practicable after
                         -------------     ----
it  obtains  knowledge  thereof  and  determines  to  request such compensation,
provided  that  such  Person shall not be liable for the failure to provide such
notice.  If  any  Lender or the Issuing Bank requests compensation under Section
                                                                         -------
2.14,  or  if  the Borrower is required to pay any additional amount to any such
 ---
Person  or  any Governmental Authority for the account of any Lender pursuant to
 -
Section  2.16, then such Lender or the Issuing bank shall use reasonable efforts
 ------------
to  avoid  or  minimize  the amounts payable, including, without limitation, the
designation  of  a different lending office for funding or booking its Loans and
Letters  of  Credit  hereunder  or  the assignment of its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of  such  Lender  or  the Issuing Bank, such designation or assignment (i) would
eliminate  or  reduce  amounts  payable pursuant to Section 2.14 or 2.16, as the
                                                    --------------------
case may be, in the future and (ii) would not subject such Lender or the Issuing
Bank  to  any  unreimbursed  cost  or  expense  and  would  not  otherwise  be
disadvantageous  to  such Lender or the Issuing Bank. The Borrower hereby agrees
to  pay  all reasonable and documented costs and expenses incurred by any Lender
or  the  Issuing  Bank  in  connection  with any such designation or assignment.

     (b)     If  any  Lender requests compensation under Section 2.14, or if the
                                                         ------------
Borrower  is  required  to  pay  any  additional  amount  to  any  Lender or any
Governmental  Authority  for the account of any Lender pursuant to Section 2.16,
                                                                   ------------
or  if  any  Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative  Agent,  require  such  Lender  to  assign  and delegate, without
recourse  (in  accordance  with  and  subject  to  the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
      ------
an  assignee  that  shall assume such obligations (which assignee may be another
Lender,  if  a  Lender  accepts such assignment); provided that (i) the Borrower
                                                  --------
shall  have received the prior written consent of the Administrative Agent (and,
if  a  Commitment  is being assigned, the Issuing Bank), which consent shall not
unreasonably  be  withheld,  (ii)  such Lender shall have received payment of an
amount  equal to the outstanding principal of its Loans and participations in LC
Disbursements  and  Swingline  Loans, accrued interest thereon, accrued fees and
all  other  amounts payable to it hereunder, from the assignee (to the extent of
such  outstanding  principal  and accrued interest and fees) or the Borrower (in
the  case  of  all  other amounts), and (iii) in the case of any such assignment
resulting  from a claim for compensation under Section 2.14 or payments required
                                               ------------
to  be made pursuant to Section 2.16, such assignment will result in a reduction
                        ------------
in  such  compensation  or payments.  A Lender shall not be required to make any
such  assignment  and  delegation  if, prior thereto, as a result of a waiver by
such  Lender  or  otherwise, the circumstances entitling the Borrower to require
such  assignment  and  delegation  cease  to  apply.

     SECTION  2.19.  Extension.

     (a)     Subject  to the provisions of this Section, the Borrower may extend
the Maturity Date of the Revolving Loans one (1) time for one (1) year by giving
written  request  therefor (the "Extension Request") to the Administrative Agent
                                 -----------------
of the Borrower's desire to extend such term, at least ninety (90) days prior to
the  Maturity  Date.

(b)     If  the Maturity Date is extended, all of the other terms and conditions
of  this  Agreement  and  the  other  Loan Documents (including interest payment
dates) shall remain in full force and effect and unmodified, except as expressly
provided  for  herein.  The  extension  of  the  Maturity Date is subject to the
satisfaction  of  each  of  the  following  additional  conditions:

     (i)     The  representations  and warranties of each Credit Party set forth
in  this  Agreement  or  any other Loan Document to which such Credit Party is a
signatory  shall  be  true and correct in all material respects on the date that
the  Extension Request is given to the Administrative Agent and on the first day
of  the  extension  (except  to  the  extent such representations and warranties
relate  to  a  specified  date);

(ii)     no  Default  or  Event of Default has occurred and is continuing on the
date  on which the Borrower gives the Administrative Agent the Extension Request
or  on  the  first  day  of  the  extension;

(iii)     the  Borrower  shall  be  in  compliance  with  all  of  the financial
covenants set forth in Article VI hereof both on the date on which the Extension
                       ----------
Request  is  given  to  the  Administrative  Agent  and  on the first day of the
extension;

(iv)     the  Borrower  shall  have paid to the Administrative Agent all amounts
then  due  and  payable  to  any  of  the  Lenders,  the  Issuing  Bank  and the
Administrative  Agent  under  the  Loan  Documents,  including the extension fee
described  in  Section  2.11(e)  hereof;
               ----------------

(v)     the  Borrower  shall  pay for any and all reasonable out-of-pocket costs
and  expenses, including, reasonable attorneys' fees and disbursements, incurred
by  the  Administrative Agent in connection with or arising out of the extension
of  the  Maturity  Date;

(vi)     no  change in the business, assets, management, operations or financial
condition  of any Credit Party shall have occurred since the most recent funding
of  any  Loan,  which  change, in the judgment of the Administrative Agent, will
have  or  is  reasonably  likely  to  have  a  Material  Adverse  Effect;

(vii)     the  Borrower  shall  execute and deliver to Administrative Agent such
other  documents,  financial  statements, instruments, certificates, opinions of
counsel,  reports,  or  amendments  to  the Loan Documents as the Administrative
Agent  shall  reasonably  request  regarding  the  Credit  Parties  as  shall be
necessary  to  effect  such  extension;  and

(viii)     a  written  agreement  evidencing  the  extension  is  signed  by the
Administrative Agent, the Lenders, the Credit Parties and any other Person to be
charged with compliance therewith, which agreement such parties agree to execute
if  the  extension  conditions  set  forth  above  have  been  satisfied.

                                   ARTICLE III

                         Representations and Warranties

     The Borrower represents and warrants to the Lenders, the Administrative
Agent and the Issuing Bank that:

     SECTION  3.01.  Organization; Powers.  Each Credit Party is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization,  has all requisite power and authority to carry on its business as
now  conducted  and,  except  where the failure to do so, individually or in the
aggregate,  could  not  reasonably  be  expected to result in a Material Adverse
Effect,  is  qualified  to  do  business  in,  and is in good standing in, every
juris-diction  where  such  qualification  is  required.

SECTION  3.02.  Authorization;  Enforceability.  The Transactions are within the
trust,  corporate,  partnership  or  limited  liability  company  powers  (as
applicable)  of  the  respective Credit Parties and have been duly authorized by
all  necessary corporate, partnership or limited liability company action.  This
Agreement  and  the Loan Documents have been duly executed and delivered by each
Credit  Party  which  is  a  party  thereto  and constitute the legal, valid and
binding  obligation  of  each  such  Person,  enforceable in accordance with its
terms,  subject to applicable bankruptcy, insolvency, reorganization, moratorium
or  other  laws  affecting  creditors'  rights  generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or  at  law.

SECTION  3.03.  Governmental  Approvals;  No Conflicts.  The Transactions (a) do
not  require  any  consent  or  approval of, registration or filing with, or any
other  action  by, any Governmental Authority, except such as have been obtained
or  made  and  are in full force and effect, (b) will not violate any applicable
law  or  regulation or the charter, by-laws or other organizational documents of
any  Credit  Party  or  any  of  the Borrower's Subsidiaries or any order of any
Governmental  Authority,  (c)  will not violate or result in a default under any
indenture, agreement or other instrument binding upon any Credit Party or any of
the Borrower's Subsidiaries or its assets, or give rise to a right thereunder to
require  any  payment  to  be  made by any Credit Party or any of the Borrower's
Subsidiaries,  and (d) will not result in the creation or imposition of any Lien
on  any  asset  of  any  Credit  Party  or  any  of the Borrower's Subsidiaries.

SECTION  3.04.  Financial  Condition;  No  Material  Adverse  Change.   (a)  The
Borrower  has heretofore furnished to the Lenders financial statements (i) as of
and  for  the  fiscal  year  ended  December 31, 2002, reported on by Deloitte &
Touche  LLP,  independent  public accountants, and (ii) as of and for the fiscal
quarter  and  the portion of the fiscal year ended September 30, 2003, certified
by  its  chief financial officer.  Such financial state-ments present fairly, in
all material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such  periods in accordance with GAAP, subject to year-end audit adjustments and
the  absence  of  footnotes  in the case of the statements referred to in clause
(ii)  above.

     (b)     Since September 30, 2003, there has been no material adverse change
in  the  business,  assets,  operations,  prospects  or  condition, financial or
otherwise,  of  the  Borrower  and  its  Subsidiaries,  taken  as  a  whole.

     SECTION  3.05.  Properties.  (a)  Subject  to  Liens  permitted  by Section
6.02, each of the Borrower and its Subsidiaries has title to, or valid leasehold
interests  in,  all  its  real  and  personal property material to its business,
except  for  minor  defects  in  title that do not interfere with its ability to
conduct  its  business  as currently conducted or to utilize such properties for
their  intended  purposes.

     (b)     Each  of  the Borrower and its Subsidiaries owns, or is licensed to
use,  all  trademarks,  tradenames,  copyrights,  patents and other intellectual
property  material  to  the  Borrower's  business,  and  the  use thereof by the
Borrower  and  its  Subsidiaries  does not infringe upon the rights of any other
Person,  except  for  any  such  infringements  that,  individually  or  in  the
aggregate,  could  not  reasonably  be  expected to result in a Material Adverse
Effect.

(c)     All  components  of  all  improvements included within the Real Property
owned  or leased, as lessee, by any Credit Party, including, without limitation,
the  roofs  and  structural  elements  thereof and the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water,
paving  and  parking  equipment, systems and facilities included therein, are in
good  working  order  and  repair,  subject  to  such  exceptions  which are not
reasonably  likely  to  have,  in the aggregate, a Material Adverse Effect.  All
water,  gas,  electrical, steam, compressed air, telecommunication, sanitary and
storm  sewage  lines  and  systems  and  other  similar systems serving the Real
Property owned or leased by any Credit Party are installed and operating and are
sufficient  to  enable  the Real Property to continue to be used and operated in
the  manner  currently  being  used  and  operated,  and no Credit Party has any
knowledge of any factor or condition that reasonably could be expected to result
in  the termination or material impairment of the furnishing thereof, subject to
such  exceptions  which  are  not  likely  to have, in the aggregate, a Material
Adverse  Effect.  No improvement or portion thereof is dependent for its access,
operation  or utility on any land, building or other improvement not included in
the  Real  Property  owned  or leased by the Borrower or its Subsidiaries, other
than  for  access provided pursuant to a recorded easement or other right of way
establishing  the  right of such access subject to such exceptions which are not
likely  to  have,  in  the  aggregate,  a  Material  Adverse  Effect.

     (d)     All  franchises,  licenses,  authorizations,  rights  of  use,
governmental  approvals and permits (including all certificates of occupancy and
building  permits)  required  to  have  been issued by Governmental Authority to
enable  all Real Property owned or leased by Borrower or any of its Subsidiaries
to  be operated as then being operated have been lawfully issued and are in full
force  and effect, other than those which the failure to obtain in the aggregate
could  not  be reasonably expected to have a Material Adverse Effect.  No Credit
Party  is  in  violation  of  the  terms  or  conditions of any such franchises,
licenses,  authorizations,  rights  of  use, governmental approvals and permits,
which  violation would reasonably be expected to have a Material Adverse Effect.

     (e)     None  of  the  Credit  Parties  has  received any notice or has any
knowledge,  of  any  pending, threatened or contemplated condemnation proceeding
affecting  any  Real  Property  owned  or  leased  by  Borrower  or  any  of its
Subsidiaries  or  any part thereof, or any proposed termination or impairment of
any  parking  at  any such owned or leased Real Property or of any sale or other
disposition  of  any  Real  Property  owned  or leased by Borrower or any of its
Subsidiaries  or  any  part  thereof  in  lieu  of  condemnation,  which  in the
aggregate,  are  reasonably  likely  to  have  a  Material  Adverse  Effect.

     (f)     Except  for  events or conditions not reasonably likely to have, in
the  aggregate,  a  Material Adverse Effect, (i) no portion of any Real Property
owned or leased by Borrower or any of its Subsidiaries has suffered any material
damage  by  fire or other casualty loss which has not heretofore been completely
repaired  and  restored  to  its  condition  prior to such casualty, and (ii) no
portion  of  any  Real  Property  owned  or  leased  by  Borrower  or any of its
Subsidiaries  is  located  in  a  special flood hazard area as designated by any
federal  Government Authorities or any area identified by the insurance industry
or  other  experts  acceptable  to the Administrative Agent as an area that is a
high  probable  earthquake  or  seismic  area,  except  as set forth on Schedule
                                                                        --------
3.05(f).
      -

     SECTION  3.06.  Intellectual  Property.  To  the  knowledge  of each Credit
Party,  such  Credit  Party  owns,  or is licensed to use, all trademarks, trade
names,  copyrights,  patents  and  other  intellectual  property material to its
business,  and  the  use thereof by such Credit Party does not infringe upon the
rights of any other Person, except for any such infringements that, individually
or  in  the  aggregate, could not reasonably be expected to result in a Material
Adverse  Effect.  To  the  knowledge of each Credit Party, there are no material
slogans  or other advertising devices, projects, processes, methods, substances,
parts  or  components, or other material now employed, or now contemplated to be
employed,  by  any  Credit  Party  with  respect  to  the  operation of any Real
Property, and no claim or litigation regarding any slogan or advertising device,
project,  process,  method,  substance,  part  or  component  or  other material
employed,  or now contemplated to be employed by any Credit Party, is pending or
threatened, the outcome of which could reasonably be expected to have a Material
Adverse  Effect.

SECTION  3.07.  Litigation and Environmental Matters.  (a) There are no actions,
suits  or  proceedings  by  or  before  any arbitrator or Governmental Authority
pending  against  or,  to  the  knowledge of the Borrower, threatened against or
affecting any Credit Party or any of the Borrower's Subsidiaries (i) as to which
there  is  a  reasonable  possi-bility  of an adverse determination and that, if
adversely  deter-mined,  could  reasonably  be  expected, individually or in the
aggregate,  to  result  in  a  Material Adverse Effect (other than the Disclosed
Matters)  or  (ii)  that  involve  this  Agreement  or  the  Transactions.

     (b)     Except  for  the  Disclosed  Matters and except with respect to any
other  matters  that,  individually or in the aggregate, could not reasonably be
expected  to  result  in  a  Material  Adverse  Effect  :

(i)     to  the  knowledge  of  the  Credit Parties, all Real Property leased or
owned  by  Borrower or any of its Subsidiaries is free from contamination by any
Hazardous Material, except to the extent such contamination could not reasonably
be  expected  to  cause  a  Material  Adverse  Effect;

(ii)     to  the knowledge of the Credit Parties, the operations of Borrower and
its  Subsidiaries,  and  the  operations at the Real Property leased or owned by
Borrower  or  any  of  its  Subsidiaries  are  in compliance with all applicable
Environmental Laws, except to the extent such noncompliance could not reasonably
be  expected  to  cause  a  Material  Adverse  Effect;

(iii)     neither  the  Borrower  nor  any  of  its  Subsidiaries  have  known
liabilities  with  respect  to Hazardous Materials and, to the knowledge of each
Credit Party, no facts or circumstances exist which could reasonably be expected
to give rise to liabilities with respect to Hazardous Materials, in either case,
except to the extent such liabilities could not reasonably be expected to have a
Material  Adverse  Effect;

(iv)     neither the Real Property currently leased or owned by Borrower nor any
of  its  Subsidiaries,  nor,  to  the  knowledge  of  any  Credit Party, (x) any
predecessor  of  any  Credit Party, nor (y) any of Credit Parties' Real Property
owned  or  leased  in  the  past,  nor  (z) any owner of Real Property leased or
operated  by Borrower or any of its Subsidiaries, are subject to any outstanding
written  order  or contract, with any Governmental Authority or other Person, or
to  any  federal,  state, local, foreign or territorial investigation of which a
Credit  Party  has  been  given  notice  respecting  (A) Environmental Laws, (B)
Remedial  Action,  or  (C)  the  Release  or threatened Release of any Hazardous
Material,  in  each  case,  except to the extent such written order, contract or
investigation  could  not  reasonably  be  expected  to  have a Material Adverse
Effect;

(v)     none  of  the Credit Parties are subject to any pending legal proceeding
alleging  the  violation  of any Environmental Law nor, to the knowledge of each
Credit Party, are any such proceedings threatened, in either case, except to the
extent  any such proceedings could not reasonably be expected to have a Material
Adverse  Effect;

(vi)     neither  the Borrower nor any of its Subsidiaries nor, to the knowledge
of  each Credit Party, any predecessor of any Credit Party, nor to the knowledge
of  each  Credit  Party, any owner of Real Property leased by Borrower or any of
its  Subsidiaries,  have  filed  any  notice  under  federal,  state  or  local,
territorial  or  foreign  law  indicating past or present treatment, storage, or
disposal  of  or reporting a Release of Hazardous Material into the environment,
in  each case, except to the extent such Release of Hazardous Material could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect;

(vii)     none  of the operations of the Borrower or any of its Subsidiaries or,
to the knowledge of each Credit Party, of any owner of premises currently leased
by  Borrower  or  any of its Subsidiaries or of any tenant of premises currently
leased  from Borrower or any of its Subsidiaries, involve or previously involved
the  generation,  transportation,  treatment,  storage  or disposal of hazardous
waste,  as  defined under 40 C.F.R. Part 261.3 (in effect as of the date of this
Agreement)  or any state, local, territorial or foreign equivalent, in violation
of  Environmental  Laws,  except  to  the  extent  the same could not readily be
expected  to  have  a  Material  Adverse  Effect;  and

(viii)     to  the  knowledge  of  the Credit Parties, there is not now, nor has
there  been  in  the  past  (except,  in  all cases, to the extent the existence
thereof could not reasonably be expected to have a Material Adverse Effect), on,
in  or  under  any  Real  Property  leased  or  owned  by Borrower or any of its
Subsidiaries,  or any of their predecessors (A) any underground storage tanks or
surface  tanks,  dikes  or  impoundments (other than for surface water); (B) any
friable asbestos-containing materials; (C) any polychlorinated biphenyls; or (D)
any  radioactive substances other than naturally occurring radioactive material.

     (c)     Since  the  date of this Agreement, there has been no change in the
status  of  the  Disclosed  Matters  that, individually or in the aggregate, has
resulted  in,  or  materially  increased  the  likelihood of, a Material Adverse
Effect.

     SECTION  3.08.  Compliance  with  Laws  and Agreements.  Each of the Credit
Parties  is  in  compliance  with  all  laws,  regulations  and  orders  of  any
Governmental  Authority  applicable  to  it  or its property and all indentures,
agreements  and  other instruments binding upon it or its property, except where
the  failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  No Default has occurred and is
continuing.

SECTION 3.09.  Investment and Holding Company Status.  Neither any of the Credit
Parties nor any of the Borrower's Subsidiaries is (a) an "investment company" as
defined  in,  or subject to regulation under, the Investment Company Act of 1940
or  (b)  a "holding company" as defined in, or subject to regula-tion under, the
Public  Utility  Holding  Company  Act  of  1935.

SECTION 3.10.  Taxes.  Each Credit Party and each of the Borrower's Subsidiaries
that  Borrower  Controls  has timely filed or caused to be filed all Tax returns
and  reports  required  to have been filed and has paid or caused to be paid all
Taxes  required  to  have  been  paid  by  it,  except  (a) Taxes that are being
contested in good faith by appropriate proceedings and for which such Person has
set  aside  on its books adequate reserves or (b) to the extent that the failure
to  do  so  could  not  reasonably  be  expected to result in a Material Adverse
Effect.

SECTION  3.11.  ERISA.  No ERISA Event has occurred or is reasonably expected to
occur  that,  when  taken  together  with  all other such ERISA Events for which
liability  is  reasonably  expected  to  occur,  could reasonably be expected to
result  in  a  Material  Adverse  Effect.  The  present value of all accumulated
benefit  obligations under each Plan (based on the assumptions used for purposes
of  Statement  of Financial Accounting Standards No. 87) did not, as of the date
of  the most recent financial statements reflecting such amounts, exceed by more
than  $10,000,000  the  fair  market  value  of the assets of such Plan, and the
present  value  of  all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards  No.  87)  did  not,  as  of  the  date  of  the most recent financial
statements  reflecting  such  amounts,  exceed by more than $10,000,000 the fair
market  value  of  the  assets  of  all  such  underfunded  Plans.

SECTION  3.12.  Disclosure.  The Borrower has disclosed or made available to the
Lenders all agreements, instruments and corporate or other restrictions to which
it, any other Credit Party, or any of its Subsidiaries is subject, and all other
matters  known  to  it,  that, in the aggregate, could reasonably be expected to
result  in  a  Material  Adverse  Effect.  Neither  the Confidential Information
Memorandum  dated  October,  2003  prepared  by  the  Administrative  Agent  in
conjunction  with  the  Borrower,  nor  any  of  the  other  reports,  financial
statements,  certificates  or other information furnished by or on behalf of the
Borrower  to  the  Administrative  Agent  or  any  Lender in connection with the
negotiation  of  this  Agreement  or  delivered  hereunder  (as  modified  or
supplemented  by  other  information  so  furnished)  contains  any  material
misstatement  of  fact or omits to state any material fact necessary to make the
statements  therein,  in  the  light  of the circumstances under which they were
made,  not  misleading;  provided  that,  with  respect  to  projected financial
information,  the Borrower represents only that such information was prepared in
good  faith  based  upon  assumptions  believed  to  be  reasonable at the time.

SECTION  3.13.  Insurance.  Borrower  has  provided  to  Administrative Agent an
insurance  schedule which accurately sets forth, in all material respects, as of
the  Effective Date all insurance policies and programs currently in effect with
respect  to the assets and business of Borrower and its Subsidiaries, specifying
for each such policy and program, (i) the amount thereof, (ii) the risks insured
against  thereby,  (iii)  the  name  of  the  insurer  and  each  insured  party
thereunder,  (iv)  the policy or other identification number thereof and (v) the
expiration  date  thereof.  Such  insurance policies and programs (or such other
similar  policies  as  are  permitted pursuant to Section 5.06) are currently in
full  force  and  effect, and, together with payment by the insured of scheduled
deductible payments, are in amounts sufficient to cover the replacement value of
the  respective  assets  of  the  Borrower  and  its  Subsidiaries.

SECTION  3.14.  Margin Regulations.  The Borrower is not engaged in the business
of  extending  credit  for  the  purpose  of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the Board), and no proceeds of any
Loan  or  Letter  of  Credit will be used to purchase or carry any margin stock.

SECTION  3.15.  Subsidiaries.  As  of  the Effective Date, the Borrower has only
the  Subsidiaries  listed  on  Schedule  3.15  attached  hereto.  Each  of  the
Borrower's  Subsidiaries that is a corporation other than Weingarten Investments
Inc.  is  a  "qualified  REIT  subsidiary"  under  Section  856  of  the  Code.

                                   ARTICLE IV

                                   Conditions

     SECTION  4.01.  Effective  Date.  The  obligations  of  the Lenders to make
Loans  and  of  the  Issuing Bank to issue Letters of Credit hereunder shall not
become  effective  until  the  date on which each of the following conditions is
satisfied  (or  waived  in  accordance  with  Section  9.02):

     (a)     The  Administrative Agent (or its counsel) shall have received from
each  Credit Party either (i) a counterpart of this Agreement and all other Loan
Documents  to  which  it is party signed on behalf of such party or (ii) written
evidence  satisfactory  to  the Administrative Agent (which may include telecopy
transmission  of  a  signed signature page of each such Loan Document other than
the  Notes)  that  such  party  has  signed a counterpart of the Loan Documents,
together  with  copies  of  all  Loan  Documents.

(b)     The Administrative Agent shall have received a favorable written opinion
(addressed  to  the Administrative Agent and the Lenders and dated the Effective
Date)  of  Winstead  Sechrest & Minick, P.C., counsel for the Borrower, covering
such  matters  relating  to  the  Credit  Parties,  the  Loan  Documents  or the
Transactions  as  the  Required  Lenders shall reasonably request.  The Borrower
hereby  requests  such  counsel  to  deliver  such  opinion.

(c)     The  Administrative  Agent  shall  have  received  such  documents  and
certificates  as  the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Credit Parties,
the  authorization  of  the Transactions and any other legal matters relating to
the  Credit  Parties,  this  Agreement  or  the  Transactions,  all  in form and
substance  satisfactory  to  the  Administrative  Agent  and  its  counsel.

(d)     The  Administrative  Agent shall have received a Compliance Certificate,
dated  the  date  of  this  Agreement  (but calculated as of, and for the period
ending,  September  30, 2003) and signed by a Financial Officer of the Borrower,
in  form  and  substance  satisfactory  to  the  Administrative  Agent.

(e)     The  Administrative Agent shall have received all fees and other amounts
due  and  payable  on  or  prior to the Effective Date, including, to the extent
invoiced,  reimbursement or payment of all out-of-pocket expenses required to be
reimbursed  or  paid  by  the  Borrower  hereunder.

The  Administrative  Agent  shall  notify  the  Borrower  and the Lenders of the
Effective  Date,  and  such  notice  shall  be  conclusive  and  binding.

     SECTION  4.02.  Each Credit Event.  The obligation of each Lender to make a
Loan  on the occasion of any Borrowing, and of the Issuing Bank to issue, amend,
renew  or  extend  any  Letter  of Credit, is subject to the satisfaction of the
following  conditions:

     (a)     The  representations  and warranties of each Credit Party set forth
in this Agreement or in any other Loan Document shall be true and correct on and
as  of the date of such Borrowing or the date of issuance, amendment, renewal or
extension  of  such  Letter  of  Credit,  as  applicable.

(b)     At  the time of and immediately after giving effect to such Borrowing or
the  issuance,  amendment,  renewal  or  extension  of such Letter of Credit, as
applicable,  no  Default  shall  have  occurred  and  be  continuing.

(c)     With  respect  to  (i) any requested Borrowings, the Borrower shall have
complied  with Section 2.03 or Section 2.04, as applicable, and (ii) the request
               ------------    ------------
for  the issuance, amendment, renewal or extension of any Letters of Credit, the
Borrower  shall  have  complied  with  Section  2.05(b).
                                       ----------------

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit  shall  be  deemed  to  constitute  a  representation and warranty by the
Borrower  on  the  date  thereof  as  to  the matters specified in this Section.

                                    ARTICLE V

                              Affirmative Covenants

     Until  the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full  and  all  Letters  of  Credit  shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the  Lenders  that:

     SECTION  5.01.  Financial Statements; Ratings Change and Other Information.
The  Borrower  will  furnish  to  the  Administrative  Agent  and  each  Lender:

     (a)     within  90  days after the end of each fiscal year of the Borrower,
its  audited  consolidated  balance  sheet and related statements of operations,
stockholders'  equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Deloitte & Touche LLP or other independent public accountants
of recognized national standing (without a "going concern" or like qualification
or  exception and without any qualification or exception as to the scope of such
audit)  to the effect that such consolidated financial statements present fairly
in  all  material  respects the financial condition and results of operations of
the  Borrower  and  its  consolidated  Subsidiaries  on  a consolidated basis in
accordance  with  GAAP  consistently  applied;

(b)     within  45 days after the end of each of the first three fiscal quarters
of  each fiscal year of the Borrower, its consolidated balance sheet and related
statements  of  operations, stockholders' equity and cash flows as of the end of
and  for  such  fiscal  quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period  or  periods  of (or, in the case of the balance sheet, as of the end of)
the  previous  fiscal  year,  all certified by one of its Finan-cial Officers as
presenting  fairly  in all material respects the financial condition and results
of  operations  of  the  Borrower  and  its  consolidated  Subsidiaries  on  a
consolidated  basis  in  accordance  with GAAP consis-tently applied, subject to
normal  year-end  audit  adjustments  and  the  absence  of  footnotes;

(c)     concurrently  with any delivery of financial statements under clause (a)
or  (b)  above,  a  certificate  of  a  Financial  Officer  of the Borrower (the
"Compliance  Certificate")  in  the  form  of  Exhibit  B  attached  hereto;
        ----------------                       ----------

(d)     promptly  after  the  same  become publicly available for Forms 10-K and
10-Q  described  below, and upon written request for items other than Forms 10-K
and  10-Q  described  below,  copies  of  all  periodic and other reports, proxy
statements  and other materials filed by the Borrower or any Subsidiary with the
Securities  and  Exchange  Commission  (including  registration  statements  and
reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Govern-mental
Authority  succeeding to any or all of the functions of said Commission, or with
any  national  securities  exchange,  or  distributed  by  the  Borrower  to its
share-holders  generally,  as  the  case  may  be;

(e)     promptly  after  Moody's  or  S&P  shall  have announced a change in the
rating  established  or  deemed  to  have  been  established for the Index Debt,
written  notice  of  such  rating  change;

(f)     concurrently  with any delivery of financial statements under clause (a)
                                                                      ----------
above  (or  earlier if prepared and completed earlier by the Borrower) a current
capital  plan of the Borrower and its Subsidiaries (based on the Borrower's good
faith  estimates  and  projections)  for  the  next  four  (4) calendar quarters
including  projected  sources  and  uses  of  funds (including dividend and debt
payments);  and

(g)     promptly  following  any  request  therefor,  such  other  information
regarding the operations, business affairs and financial condition of any Credit
Party  or  any  Subsidi-ary of the Borrower, or compliance with the terms of the
Loan  Documents,  as  the  Administrative  Agent  or  any  Lender may reasonably
request.

     SECTION  5.02.  Financial Tests. The Borrower shall have and maintain, on a
consolidated  basis  in  accordance  with  GAAP:

     (a)     a  Secured  Debt  to Total Asset Value Ratio no greater than thirty
percent  (30%)  at  all  times;

     (b)  an Interest Coverage Ratio of not less than 2.25:1.00 at all times;

     (c)  a Fixed Charge Coverage Ratio of not less than 1.75:1.00 at all times;

     (d)  a  Net  Worth  of  at  least  One  Billion Six Hundred Million Dollars
($1,600,000,000),  plus  fifty percent (50%) of the net proceeds (gross proceeds
less  reasonable  and  customary  costs of sale and issuance paid to Persons not
Affiliates  of  any  Credit Party) received by the Borrower at any time from the
issuance  of  capital stock of the Borrower after the date of this Agreement, at
all  times;

     (e)  an  Unencumbered Interest Coverage Ratio of not less than 2.25:1.00 at
all  times;  and

     (f)  a  Debt  to Total Asset Value Ratio no greater than fifty-five percent
(55%)  at  all  times.


     SECTION  5.03.  Notices  of  Material Events.  The Borrower will furnish to
the  Administrative  Agent  and  each  Lender  written  notice  of the following
promptly  after  it  becomes  aware  of  same:

     (a)     the  occurrence  of  any  Default;

     (b)  the  filing  or  commencement  of any action, suit or proceeding by or
before  any arbitrator or Governmental Authority against or affecting any Credit
Party  or  any Affiliate thereof that, if adversely determined, could reasonably
be  expected  to  result  in  a  Material  Adverse  Effect;

     (c)  the  occurrence  of  any  ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability  of the Borrower and its Subsidiaries in an aggregate amount exceeding
$10,000,000;  and

     (d)  any other development that results in, or could reasonably be expected
to  result  in,  a  Material  Adverse  Effect.

Each  notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details  of  the event or development requiring such notice and any action taken
or  proposed  to  be  taken  with  respect  thereto.

     SECTION 5.04.  Existence; Conduct of Business.  The Borrower will, and will
cause  each  of its Subsidiaries that it Controls to, do or cause to be done all
things  necessary to preserve, renew and keep in full force and effect its legal
existence  and the rights, licenses, permits, privileges and franchises material
to  the  conduct of its business; provided that the foregoing shall not prohibit
any  merger,  consolidation,  liquidation or dissolution permitted under Section
6.03.  The  Borrower  will  maintain  at least one class of common shares of the
Borrower  having  trading  privileges  on  the  New  York  Stock  Exchange.

     SECTION  5.05.  Payment  of  Obligations. The Borrower will, and will cause
each  of  its  Subsidiaries that it Controls to, pay its obliga-tions, including
Tax  liabilities,  that,  if not paid, could result in a Material Adverse Effect
before  the  same  shall  become  delinquent or in default, except where (a) the
validity  or  amount  thereof  is  being contested in good faith by appropri-ate
proceedings,  (b)  the  Borrower  or  such Subsidiary has set aside on its books
adequate  reserves  with  respect  thereto  in  accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result  in  a  Material  Adverse  Effect.

     SECTION  5.06. Maintenance of Properties; Insurance. The Borrower will, and
will  cause  each of its Subsidiaries that it Controls to, (a) keep and maintain
all  property  material to the conduct of its business in good working order and
condition,  ordinary  wear and tear excepted, and (b) maintain, with financially
sound  and  reputable insurance companies, insurance in such amounts and against
such  risks  as are set forth in the schedule provided pursuant to Section 3.13,
or  as  are  customarily  maintained by companies engaged in the same or similar
businesses  operating  in  the  same  or  similar  locations.

     SECTION  5.07.  Books  and  Records;  Inspection  Rights.

     (a)     The  Borrower will, and will cause each of its Subsidiaries that it
Controls  to,  keep  proper  books of record and account in which full, true and
correct  entries  are  made  of all dealings and transactions in relation to its
business  and  activities.

     (b)     The  Borrower will, and will cause each of its Subsidiaries that it
Controls  to,  permit any representatives designated by the Administrative Agent
or any Lender, upon reasonable prior notice and subject to rights of tenants, to
visit  and  inspect  its properties, to examine and make extracts from its books
and  records,  and  to  discuss  its  affairs,  finances  and condition with its
officers  and independent accountants, all at such reasonable times and as often
as  reasonably  requested.

     SECTION  5.08.  Compliance  with  Laws.  The  Borrower will, and will cause
each  of  its  Subsidiaries  that  it  Controls to, comply with all laws, rules,
regulations and orders of any Governmental Authority (a) applicable to it or its
property,  except  where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, and (b)
required  to maintain, and will at all times qualify as and maintain, its status
as  a  real  estate  investment  trust  under  Section  856(c)(1)  of  the Code.

     SECTION  5.09.  Use  of Proceeds and Letters of Credit. The proceeds of the
Loans  will  be  used  for  general  corporate  purposes  including acquisition,
development  and  enhancement  of  Real Property. No part of the proceeds of any
Loan  will  be  used,  whether directly or indirectly, for financing, funding or
completing the hostile acquisition of publicly traded Persons or for any purpose
that  entails  a  violation  of  any  of the Regulations of the Board, including
Regulations  G,  U  and  X.

     SECTION  5.10.  Fiscal Year. Borrower shall maintain as its fiscal year the
twelve  (12)-month  period  ending  on  December  31  of  each  year.

     SECTION  5.11.  Environmental  Matters.

     (a)     Borrower shall comply and shall cause each of its Subsidiaries that
it  Controls and each Real Property owned or leased by such parties to comply in
all  material  respects  with  all  applicable  Environmental  Laws currently or
hereafter  in effect, except to the extent noncompliance could not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     (b)     If the  Administrative Agent or the Required Lenders  at  any  time
have a reasonable basis to believe that there may be a material violation of any
Environmental  Law  related  to any Real Property owned or leased by Borrower or
any of its Subsidiaries that it Controls, or Real Property adjacent to such Real
Property, which could reasonably be expected to have a Material Adverse Effect ,
then Borrower agrees, upon request from the Administrative Agent, to provide the
Administrative  Agent,  at  the  Borrower's  expense,  with  such  reports,
certificates,  engineering  studies  or  other  written  material or data as the
Administrative  Agent  or  the  Required Lenders may reasonably require so as to
reasonably  satisfy  the  Administrative Agent and the Required Lenders that any
Credit  Party or Real Property owned or leased by them is in material compliance
with  all  applicable  Environmental  Laws.

     (c)     Borrower  shall,  and  shall  cause  each  of its Subsidiaries that
it  Controls  to,  take  such  Remedial  Action  or  other action as required by
Environmental  Law  or  any  Governmental  Authority

     SECTION  5.12.  Property  Pool.  A.  The  Borrower  will at all times own a
pool  (the "Pool") of assets consisting of:  (1) in fee simple title, through an
Eligible  Ground  Lease,  or  (subject to Subsection C below) in a Subsidiary of
Borrower,  either  Qualified  Real Property or Encumbered Pool Property; and (2)
cash  and  cash  equivalents  (excluding  tenant  security  and other restricted
deposits  of  the  Borrower), Mortgage Notes, and Pool Permitted Investments, in
each  case  owned absolutely that are not subject to a Lien in any manner, other
than  Permitted Encumbrances; with an aggregate Pool Value equal to at least one
hundred  sixty  percent  (160%)  of the sum of the Borrower's Indebtedness other
than  Secured Debt outstanding from time to time and the Indebtedness secured by
the  Encumbered Pool Property outstanding from time to time.  The Qualified Real
Property  and  the  Encumbered Pool Property in the Pool must have the following
characteristics:

     (a)     be  completed  income  producing  Retail  Property  or  Industrial
Property  with  parking  consistent with market conditions that will accommodate
full  occupancy  of  the  building;

     (b) (i) except for the property listed on Schedule 5.12(b) attached hereto,
                                               ----------------
the  Borrower  must have received Phase I environmental reports from third party
independent  consultants  for each property in, or to be added to, the Pool that
do  not  disclose  any  adverse  material environmental conditions, and (ii) the
Borrower must be able to make the representations and warranties in Section 3.05
                                                                    ------------
as  to  each  property  in,  or  to  be  added  to,  the  Pool;

     (c)  the  Occupancy  Level  in  the  aggregate must be at least eighty-five
percent  (85%)  as  of  the  date  of  determination  of  the  Pool  Value.

As  of  the  Effective  Date  the  real property assets included in the Pool are
listed  on  Schedule  5.12.A  attached  hereto.
            ----------------

If  requested  by  the  Administrative  Agent,  the Borrower will provide to the
Administrative  Agent  written  assessments  from  third  party  independent
environmental  consultants  for all Real Property in the Pool acquired after the
date  of  this Agreement.  If the Administrative Agent determines that there are
material  environmental  conditions existing on or risks to such properties, the
properties  will  be  excluded  from  the  Pool.

     B.     Notwithstanding the foregoing, at all times (a) the maximum value of
            -----------------------------
the  Pool  that  consists  of Eligible Ground Leases is ten percent (10%) of the
Pool  Value,  (b) the maximum value of the Pool that consists of Encumbered Pool
Property is twenty percent (20%) of the Pool Value, (c) the maximum value of the
Pool  that  consists  of  Development  Property  and  Unseasoned Property in the
aggregate  is  fifteen percent (15%) of the Pool Value, (d) the maximum value of
the  Pool  that consists of Pool Permitted Investments and Mortgage Notes in the
aggregate  is  ten percent (10%) of the Pool Value, and (e) the maximum value of
the  Pool  that  consists  of  Encumbered  Pool  Property, Development Property,
Unseasoned  Property,  Poo1  Permitted  Investments  and  Mortgage  Notes in the
aggregate  is  forty  percent  (40%)  of  the  Pool  Value.

     C.     Real  Property  to  be  included in the Pool may be owned (or ground
leased)  by  a  Subsidiary  of  the  Borrower  if:

          (a)     it  is  owned  by  either (i) a wholly owned Subsidiary of the
Borrower,  or  (ii)  if  not a wholly owned Subsidiary then (1) the value of the
Real  Property  owned by such Subsidiary ("Partial Subsidiary Real Property") to
be  used  in  the  calculation  of  the  Pool  Value shall be as provided in the
definition  of Value multiplied by the Equity Percentage of the Subsidiary owned
by  the  Borrower,  (2)  the  maximum value of the Pool that consists of Partial
Subsidiary  Real  Property  cannot be greater than ten percent (10%) of the Pool
Value, and (3) the Borrower must own at least 50% of the indicia of ownership of
such  Subsidiary  and  have  the  power  to  control all major decisions of such
Subsidiary  (which  power  to  control  may consist of the ability to exercise a
buy-sell  right  in  the event of a disagreement among owners of such Subsidiary
regarding  the  sale or financing of the said Partial Subsidiary Real Property);
and

          (b)     the  Subsidiary owning the Real Property either (i) executes a
Guaranty  and  delivers  to  the  Administrative  Agent  such  Subsidiary's
organizational documents and current certificates of existence and good standing
for  the  state  in  which  it  is  organized,  or  (ii)  if  such Subsidiary is
contractually  prohibited,  or  prohibited by applicable law, from executing the
Guaranty  required  by  clause  (i), has no Indebtedness other than Non-recourse
                        -----------
Debt  and  current accounts payable incurred in the ordinary course of business.

     D.     If the Borrower requests inclusion of assets in the Pool that do not
meet  the requirements of this Section, then such assets may only be included in
the  Pool  upon  the  prior  written approval of the Required Lenders; provided,
however that the requirements of Section 5.12.C(b) may not be waived without the
                                 -----------------
prior  written  approval  of  all  of  the  Lenders.

     SECTION  5.13.  Guaranties.  In  addition  to  any  Guaranty required to be
executed  pursuant to Section 5.12, each wholly owned Subsidiary of Borrower now
or  hereafter  in  existence that (a) is not a special purpose entity, or formed
solely  to  own  an interest in a special purpose entity, formed to own a single
asset  or  group  of assets in a bankruptcy remote manner, and (b) owns material
unencumbered  assets  (as  determined by the Administrative Agent), must execute
and  deliver to the Administrative Agent a Guaranty (within forty-five (45) days
after  the calendar quarter when the Subsidiary was formed or otherwise acquired
for  Subsidiaries  formed or otherwise acquired after the Effective Date).  Each
Guaranty  executed pursuant to Section 5.12 must remain in full force and effect
so  long as the related Real Property is included in the calculation of the Pool
Value.

SECTION  5.14.  Further  Assurances.At  any  time  upon  the  request  of  the
Administrative  Agent,  Borrower  will,  promptly  and  at its expense, execute,
acknowledge  and  deliver such further documents and perform such other acts and
things  as the Administrative Agent may reasonably request to evidence the Loans
made  hereunder  and  interest  thereon  in  accordance  with  the terms of this
Agreement.

                                   ARTICLE VI

                               Negative Covenants

     Until  the  Commitments have expired or terminated and the principal of and
interest  on  each  Loan and all fees   payable hereunder have been paid in full
and  all  Letters  of Credit have expired or terminated and all LC Disbursements
shall  have  been reimbursed, the Borrower covenants and agrees with the Lenders
that:

     SECTION  6.01.  Indebtedness.  The  Borrower  will not, and will not permit
any  Subsidiary  to, create, incur, assume or permit to exist any  Secured Debt,
not  including  (a)  Non-recourse  Debt and (b) liabilities customarily excepted
from  nonrecourse  mortgage  financing,  including,  without  limitation, fraud,
criminal  activity,  misapplication of funds, ad valorem taxes and environmental
matters,  exceeding  $125,000,000  at  any  time  outstanding.

SECTION  6.02.  Liens.  The Borrower will not create, incur, assume or permit to
exist  any  Lien on any property or asset now owned or hereafter acquired by it,
or  assign  or  sell  any  income or revenues (including accounts receivable) or
rights  in  respect  of  any  thereof,  except:

     (a)     Permitted  Encumbrances;

(b)     any  Lien  on  any  property  or asset of the Borrower or any Subsidiary
existing  on  the  date hereof and set forth in Schedule 6.02; provided that (i)
                                                -------------  --------
such  Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary  and  (ii)  such  Lien  shall secure only those obligations  (whether
present  or  future)  set  forth in the governing loan documents, as of the date
hereof  and  extensions,  renewals and replacements thereof that do not increase
the  outstanding  principal  amount  thereof;  and

(c)     any  Lien  securing  Indebtedness  permitted  under  Section  6.01.
                                                             --------------

     SECTION  6.03.  Fundamental  Changes.  (a)  The Borrower will not, and will
not  permit  any Subsidiary to, merge into or consolidate with any other Person,
or  permit  any  other  Person  to  merge  into or consolidate with it, or sell,
transfer,  lease  or  otherwise dispose of (in one transaction or in a series of
transactions)  all  or  substantially  all of the assets of the Borrower and its
Subsidiaries  when taken as a whole, or all or substantially all of the stock of
its  Subsidiaries  when  taken  as  a  whole (in each case, whether now owned or
here-after  acquired),  or  liquidate  or  dissolve, except that, if at the time
thereof  and  immediately  after  giving  effect  thereto  no Default shall have
occurred  and  be continuing (i) any Person may merge into, or consolidate with,
the  Borrower  in  a  transaction  in  which  the  Borrower  is  the  surviving
corporation,  (ii)  any Person not a Credit Party may merge into, or consolidate
with,  any  Subsidiary  in  a  transaction  in  which  the surviving entity is a
Subsidiary, (iii) any Subsidiary not a Credit Party may sell, transfer, lease or
otherwise  dispose  of its assets to the Borrower or to another Subsidiary, (iv)
any  Subsidiary  not  a  Credit  Party may liquidate or dissolve if the Borrower
determines  in  good  faith  that such liquidation or dissolution is in the best
interests  of the Borrower and is not materially disadvantageous to the Lenders,
(v)  any Subsidiary which is a Credit Party may merge into (or consolidate with)
or liquidate or dissolve into, any other Subsidiary which is a Credit Party, and
(vi)  any  Subsidiary  which  is  a  Credit  Party  may sell, transfer, lease or
otherwise  dispose of its assets to Borrower or to any other Subsidiary which is
a  Credit  Party; provided that any such merger involving a Person that is not a
wholly  owned Subsidiary immediately prior to such merger shall not be permitted
unless  also  permitted  by  Section  6.04.

     (b)     The  Borrower will not, and will not permit any of its Subsidiaries
to,  engage  to any material extent in any business other than businesses of the
type  conducted by the Borrower and its Subsidiaries on the date of execution of
this  Agreement  and  businesses  reasonably  related  thereto.

     SECTION 6.04.  Investments, Loans, Advances and Acquisitions.  The Borrower
will  not,  and  will  not  permit any of its Subsidiaries to, purchase, hold or
acquire  (including pursuant to any merger with any Person that was not a wholly
owned  Subsidiary  prior  to  such  merger)  any  capital  stock,  evidences  of
indebtedness  or  other securities (including any option, warrant or other right
to  acquire  any  of  the  foregoing)  of,  make or permit to exist any loans or
advances to, or make or permit to exist any investment or any other interest in,
any  other  Person,  or  purchase  or otherwise acquire (in one transaction or a
series  of  transactions) any assets of any other Person constituting a business
unit,  not  including  receivables,  deposits  or  prepaid  items,  except:

     (a)     Permitted  Investments;

     (b)     investments  in  the capital stock of new or existing  Subsidiaries
and  intercompany  loans  between or among the Borrower and/or its Subsidiaries;

     (c)     investments in Unconsolidated Affiliates (valued at an amount equal
to  the Value of each Unconsolidated Affiliate's Real Property multiplied by the
Equity  Percentage  for that Unconsolidated Affiliate), and in other real estate
investment  trusts  (at  market  value)  so long as the aggregate amount of such
investments  described  in  this clause (c) does not exceed ten percent (10%) of
                                 ----------
the Total Asset Value after giving effect to such investments; provided, however
                                                               --------  -------
that  the  investments  listed  on  Schedule  6.04  attached hereto shall not be
                                    --------------
included  for  the  purposes  of  the  ten percent limitation or the thirty-five
percent  (35%)  limitation  set  out  at  the  end  of  this  Section  6.04;
                                                              -------------

     (d)     loans,  advances,  and  extensions of credit to Persons secured  by
 valid
and enforceable first priority liens on real estate so long as (i) the aggregate
amount  of  such  investments  does  not exceed ten percent (10%) of Total Asset
Value, and (ii) the aggregate amount of such investments in Persons in which the
Borrower  or  its Subsidiaries do not have an ownership interest does not exceed
five percent (5%) of Total Asset Value, in each case after giving effect to such
investments;

(e)     undeveloped land, so long as the aggregate Historical Value of such land
does  not  exceed ten percent (10%) of Total Asset Value, after giving effect to
such  investments;

(f)     Retail  Property;

(g)     Real  Property  that  is  being  constructed  or  developed to be Retail
Property or Industrial Property, but is not yet completed (including such assets
that  such  Person  has contracted to purchase for development with no option to
terminate  the  purchase  agreement),  so long as the aggregate Historical Value
thereof  does  not  exceed  fifteen percent (15%) of the Total Asset Value after
giving  effect  to  such  investments;

(h)     Real  Property  not  constituting Retail Property or undeveloped land so
long  as  the  aggregate  amount of such investments does not exceed twenty-five
percent  (25%)  of  Total  Asset  Value after giving effect to such investments;

     (i)     capital  stock, obligations or securities received in settlement of
debts  (created in the ordinary course of business) owing to the Borrower or any
Subsidiary,  so  long as the aggregate market value thereof does not exceed five
percent  (5%)  of Total Asset Value after giving effect to such investments; and

(j)     mergers,  consolidations  and other transactions permitted under Section
                                                                         -------
6.03,  so  long  as  same  do  not  cause the Borrower to be in violation of any
 ---
provision  of  this  Section  6.04.
 ---

In  addition  to the foregoing, the aggregate value of the investments described
------------------------------
in clauses (c), (d), (e), (g) and (i) above shall not exceed thirty-five percent
-  ---------------------  ---     ---
(35%)  of  Total Asset Value after giving effect to such investments.  The loans
and  investments  described  above  may  be  purchased  or acquired, directly or
indirectly,  through  partnerships,  joint  ventures,  or  otherwise.  The
calculations  in  this  Section  will  be  made without duplication if a loan or
investment  is  within  more  than  one  category  described  in  this  Section.

     SECTION  6.05.  Hedging  Agreements.  The  Borrower  will not, and will not
permit  any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging  Agreements  entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of  its  business  or  the  management  of  its  liabilities.

SECTION  6.06.  Restricted Payments.  The Borrower will not, and will not permit
any  of  its Subsidiaries to, declare or make, or agree to pay or make, directly
or  indirectly,  during any calendar quarter, any Restricted Payment, except (a)
Restricted Payments which, when added to all Restricted Payments made during the
three immediately preceding calendar quarters, do not exceed ninety-five percent
(95%)  of  the sum of Funds From Operations plus capital gains recognized during
such calendar quarter and the immediately preceding three calendar quarters, (b)
Subsidiaries may declare and pay dividends ratably with respect to their capital
stock  and  other  ownership interests, and (c) the Borrower may make Restricted
Payments  required  to  comply  with  Section  5.08(b).

SECTION  6.07.  Transactions  with  Affiliates.  The Borrower will not, and will
not  permit  any  of  its Subsidiaries to, sell, lease or otherwise transfer any
property  or  assets to, or purchase, lease or otherwise acquire any property or
assets  from,  or  otherwise  engage  in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on terms
and  conditions not less favorable to the Borrower or such Subsidiary than could
be  obtained  on  an  arm's-length  basis  from  unrelated  third  parties,  (b)
transactions between or among the Borrower and its wholly owned Subsidiaries not
involving  any  other  Affiliate  and  (c)  any  Restricted Payment permitted by
Section  6.06.

SECTION  6.08.  Restrictive  Agreements.  The  Borrower  will  not, and will not
permit  any Guarantor to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement (including the organizational documents
of  such  Person) that prohibits or restricts (a) the ability of the Borrower or
any  Guarantor  to  create,  incur  or  permit  to exist any Lien upon, or sell,
transfer  or otherwise convey all or any part of, any of its property or assets,
or (b) the ability of any Guarantor to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to  the  Borrower  or  any  other Subsidiary or to Guarantee Indebtedness of the
Borrower  or  any  other  Subsidiary;  provided that (i) the foregoing shall not
apply  to  restrictions and conditions imposed by law or by this Agreement, (ii)
the  foregoing  shall  not  apply to restrictions and conditions existing on the
date  hereof,  which  are  to  the  best  of Borrower's knowledge, identified on
Schedule  6.08 (but shall apply to any extension or renewal of, or any amendment
or  modification  expanding  the  scope  of, any such restriction or condition),
(iii)  the  foregoing  shall  not apply to customary restrictions and conditions
contained  in  agreements  relating  to  the  sale  or  other  disposition  of a
Subsidiary  pending  such  sale, provided such restrictions and conditions apply
only  to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv)  clause  (a) of the foregoing shall not apply to restrictions or conditions
imposed  by  any  agreement  relating  to secured Indebtedness permitted by this
Agreement  if  such  restrictions  or  conditions  apply only to the property or
assets  securing  such  Indebtedness,  (v) clause (a) of the foregoing shall not
apply  to customary provisions in leases restricting the assignment thereof, and
(vi)  clause  (a)  of  the  foregoing shall not apply to customary provisions in
joint  venture  and  partnership  agreements, or other organizational documents,
with Persons other than Borrower or its Affiliates restricting Liens on property
owned  thereby  or  on  venture  or  partnership  interests.

                                   ARTICLE VII

                                Events of Default

     If  any  of  the  following  events  ("Events  of  Default")  shall  occur:
                                            -------------------

     (a)     the  Borrower  shall  fail  to pay any principal of any Loan or any
reimbursement  obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for  prepay-ment  thereof  or  otherwise;

     (b)     any  Credit Party shall fail to pay any interest on any Loan or any
fee  or any other amount (other than an amount referred to in clause (a) of this
                                                              ----------
Article) payable under any Loan Documents, when and as the same shall become due
and  payable,  and  such  failure shall continue unremedied for a period of over
three  Business  Days;

     (c)     any representation or  warranty made or deemed made by or on behalf
of  any Credit Party in or in connection with any Loan Document or any amendment
or  modification  thereof  or  waiver thereunder, or in any report, certificate,
financial  statement  or  other  document furnished pursuant to or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
shall  prove  to have been incorrect in any material respect when made or deemed
made;

     (d)     the Borrower shall fail to observe or perform any covenant,
condition  or  agreement  contained in Article V or VI other than Sections 5.05,
                                       ---------------            -------------
5.06,  5.07(a), 5.08,  and  5.11;
 ----  -------  ----        ----

     (e)     any  Credit  Party  shall  fail  to  observe  or  perform  any
covenant,  condition  or  agree-ment  contained in any Loan Document (other than
those  specified  in  clause  (a), (b) or (d) of this Article), and such failure
                      ----------------    ---
shall continue unremedied for a period of over 30 days after notice thereof from
the  Administrative  Agent  to  the  Borrower (which notice will be given at the
request  of  any  Lender);

     (f)     any  event  or  condition  occurs  that  results  in  any  Material
Indebtedness  becoming  due  prior  to its scheduled maturity or that enables or
permits  (with  or  without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity;  provided that this clause (f) shall not apply to secured Indebtedness
           --------           ----------
that  becomes  due as a result of the voluntary sale or transfer of the property
or  assets  securing  such  Indebtedness;

     (g)     an  involuntary  proceeding shall  be  commenced or an involuntary
petition  shall be filed seeking (i) liquidation, reorganization or other relief
in  respect  of  any Credit Party or any other Subsidiary, other than a Minority
Subsidiary,  of  the  Borrower  or  its  debts,  or of a substantial part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Credit
Party or any other Subsidiary, other than a Minority Subsidiary, of the Borrower
or  for a substantial part of its assets, and, in any such case, such proceeding
or  petition  shall  continue  undismissed  for  60  days  or an order or decree
approving  or  ordering  any  of  the  foregoing  shall  be  entered;

     (h)     any Credit Party or any other  Subsidiary,  other  than  a Minority
Subsidiary,  of  the  Borrower  shall (i) voluntarily commence any proceeding or
file  any petition seeking liquidation, reorganization or other relief under any
Federal,  state  or  foreign bankruptcy, insolvency, receivership or similar law
now  or  hereafter  in  effect,  (ii)  consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in  clause (h) of this Article, (iii) apply for or consent to the appointment of
a  receiver,  trustee, custodian, sequestrator, conservator or similar offi-cial
for  such  Person  or for a substan-tial part of its assets, (iv) file an answer
admit-ting  the  material allegations of a petition filed against it in any such
proceeding,  (v)  make a general assignment for the benefit of creditors or (vi)
take  any  action  for  the  purpose  of  effecting  any  of  the  fore-going;

     (i)     any  Credit  Party  shall  become  unable,  admit  in  writing  its
inability  or  fail  generally  to  pay  its  debts  as  they  become  due;

     (j)     one or  more  judgments  for  the payment of money in  an aggregate
amount  in excess of $10,000,000 shall be rendered against any Credit Party, any
other  Subsidiary,  other  than  a  Minority  Subsidiary, of the Borrower or any
combination  thereof  and  the same shall remain undischarged for a period of 30
consecutive  days during which execution shall not be effectively stayed, or any
action  shall be legally taken by a judgment creditor to attach or levy upon any
assets  of  such  Person  to  enforce  any  such  judgment;

    (k)     an  ERISA  Event  shall have  occurred that,  in the opinion of  the
Required  Lenders,  when  taken  together  with all other ERISA Events that have
occurred,  could  reasonably  be expected to result in liability of the Borrower
and its Subsidiaries in an aggregate amount exceeding (i) $5,000,000 in any year
or  (ii)  $10,000,000  for  all  periods;  or

     (l)     a  Change  in  Control  shall  occur;

then,  and  in  every such event (other than an event described in clause (g) or
                                                                   ----------
(h)  of this Article), and at any time thereafter during the continuance of such
---
event,  the Administrative Agent may, and at the request of the Required Lenders
shall,  by notice to the Borrower, take some or all of the following actions, at
the  same  or different times:  (i) terminate the Commitments, and thereupon the
Commitments  shall  terminate  immediately,  (ii)  declare  the  Loans  then
out-standing  to  be  due  and  payable  in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and  payable,  together  with  accrued  interest  thereon and all fees and other
obligations  of  the  Borrower  accrued hereunder, shall become  due and payable
immediately,  without  presentment, demand, protest or other notice of any kind,
all  of  which  are  hereby waived by the Borrower, and (iii) exercise any other
rights  or remedies provided under this Agreement (including Section 2.05(j)) or
                                                             ---------------
any  other  Loan  Document,  or  any  other  right or remedy available by law or
equity; and in case of any event described in clause (g) or (h) of this Article,
                                              ----------    ---
the  Commitments  shall  automatically  terminate and the principal of the Loans
then  outstanding, together with accrued interest thereon and all fees and other
obligations  of  the  Borrower accrued hereunder, shall automatically become due
and  payable, without present-ment, demand, protest or other notice of any kind,
all  of  which  are  hereby  waived  by  the  Borrower.

                                  ARTICLE VIII

                            The Administrative Agent

     Each  of  the  Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative  Agent  as  its  agent and authorizes the Administrative Agent to
take  such actions on its behalf and to exercise such powers as are delegated to
the  Administrative  Agent  by  the terms hereof, together with such actions and
powers  as  are  reasonably  incidental  thereto.

     The  bank serving as the Administrative Agent hereunder shall have the same
rights  and  powers  in  its  capacity  as  a Lender as any other Lender and may
exercise  the same as though it were not the Administrative Agent, and such bank
and its Affili-ates may accept deposits from, lend money to and generally engage
in  any  kind of business with the Borrower or any Subsidiary or other Affiliate
thereof  as  if  it  were  not  the  Administrative  Agent  hereunder.

     The  Administrative  Agent  shall not have any duties or obligations except
those  expressly  set  forth  herein.  Without  limiting  the  generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other  implied  duties,  regardless  of  whether  a  Default has occurred and is
continuing,  (b)  the  Administrative  Agent shall not have any duty to take any
discretionary  action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage  of  the  Lenders  as  shall  be necessary under the circumstances as
provided  in  Section  9.02),  and (c) except as expressly set forth herein, the
              -------------
Administrative  Agent  shall  not  have  any  duty to disclose, and shall not be
liable for the failure to disclose, any information relating to any Credit Party
that  is communicated to or obtained by the bank serving as Administrative Agent
or any of its Affiliates in any capacity.  The Administrative Agent shall not be
liable  for  any  action  taken  or  not  taken by it with the consent or at the
request  of  the  Required  Lenders  (or  such other number or percentage of the
Lenders  as  shall  be  necessary under the circumstances as provided in Section
                                                                         -------
9.02)  or in the absence of its own gross negligence or willful misconduct.  The
   -
Administrative Agent shall be deemed not to have knowledge of any Default (other
than  the  non-payment  of  principal  of or interest on Loans) unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender,  and  the  Administrative Agent shall not be responsible for or have any
duty  to ascertain or inquire into (i) any statement, warranty or representation
made  in  or  in  connection  with  this  Agreement,  (ii)  the  contents of any
certificate,  report  or  other  document  delivered  hereunder or in connection
herewith,  (iii)  the  performance  or  observance  of  any  of  the  covenants,
agreements  or  other  terms  or conditions set forth herein, (iv) the validity,
enforceability,  effectiveness  or  genuineness  of  this Agreement or any other
agreement,  instrument or document, or (v) the satisfaction of any condition set
forth  in Article IV or elsewhere herein, other than to confirm receipt of items
          ----------
expressly  required  to  be  delivered  to  the  Administrative  Agent.

     The  Administrative  Agent  shall  be  entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document  or other writing believed by it to be genuine
and  to have been signed or sent by the proper Person.  The Administrative Agent
also  may rely upon any statement made to it orally or by telephone and believed
by  it  to  be  made by the proper Person, and shall not incur any liability for
relying  thereon.  The  Administrative Agent may consult with legal counsel (who
may  be  counsel  for  the  Borrower), independent accountants and other experts
selected  by it, and shall not be liable for any action taken or not taken by it
in  accordance  with  the  advice  of  any  such counsel, accountants or experts
reasonably  selected.

     The  Administrative  Agent  may perform any and all its duties and exercise
its  rights and powers by or through any one or more sub-agents appointed by the
Administrative  Agent.  The  Administrative  Agent  and  any  such sub-agent may
perform  any and all its duties and exercise its rights and powers through their
respective  Related  Parties.  The  exculpatory  provisions  of  the  preceding
paragraphs  shall  apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities  in connection with the syndication of the credit facilities provided
for  herein  as  well  as  activities  as  Administrative  Agent.

     Subject  to  the  appointment  and acceptance of a successor Administrative
Agent  as provided in this paragraph, the Administrative Agent may resign at any
time  by notifying the Lenders, the Issuing Bank and the Borrower.  The Required
Lenders  (without  consideration of Administrative Agent's ownership interest in
the  Loans)  may  remove  Administrative  Agent  immediately  at  any time it is
determined  that  Administrative Agent has committed gross negligence or willful
misconduct  in  the exercise of its duties hereunder.  Upon any such resignation
or  removal,  the  Required  Lenders  shall have the right, with the approval of
Borrower  (provided  no  Default has occurred and is continuing), which approval
shall  not  be  unreasonably  withheld, to appoint a successor.  If no successor
shall  have  been  so  appointed by the Required Lenders and shall have accepted
such  appointment  within  30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of  the  Lenders and the Issuing Bank, appoint a successor Administrative Agent.
Upon  the  acceptance  of its appointment as Administrative Agent hereunder by a
successor,  such  successor  shall  succeed  to  and  become vested with all the
rights,  powers, privileges and duties of the retiring or removed Administrative
Agent, and the retiring or removed Administrative Agent shall be discharged from
its  duties  and  obligations  hereunder.  The fees payable by the Borrower to a
successor  Administrative  Agent  shall  be  the  same  as  those payable to its
predecessor  unless  otherwise  agreed  between the Borrower and such successor.
After  the  Administrative  Agent's  resignation  or  removal  hereunder,  the
provisions  of  this  Article  and Section 9.03 shall continue in effect for the
                                   ------------
benefit  of  such  retiring  or removed Administrative Agent, its sub-agents and
their  respective  Related Parties in respect of any actions taken or omitted to
be  taken  by  any  of  them  while  it  was  acting  as  Administrative  Agent.

     Each  Lender  acknowledges  that it has, independently and without reliance
upon  the  Administrative  Agent or any other Lender and based on such documents
and  information  as it has deemed appropriate, made its own credit analysis and
decision  to  enter  into this Agreement.  Each Lender also acknowledges that it
will,  independently  and  without reliance upon the Administrative Agent or any
other  Lender and based on such documents and informa-tion as it shall from time
to  time  deem  appropriate, continue to make its own decisions in taking or not
taking  action  under or based upon this Agreement, any related agreement or any
document  furnished  hereunder  or  thereunder.

                                   ARTICLE IX

                                  Miscellaneous

     SECTION  9.01.  Notices.  Except  in  the  case  of  notices  and  other
communications  expressly  permitted  to  be given by telephone, all notices and
other  communications  provided  for  herein  shall  be  in writing and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered  mail  or  sent  by  telecopy,  as  follows:

     (a)     if  to  the Borrower, to it at  2600 Citadel Plaza Drive, P. O. Box
924111,  Houston,  Texas  77292,  Attention:  Steve  Richter  (Telecopy  No.
713/868-6981);  with  a  copy to Weingarten Realty Investors, 2600 Citadel Plaza
Drive, P. O. Box 924111, Houston, Texas 77292, Attention: Linda Kubena (Telecopy
No.  713/868-6981); with a copy to Winstead, Sechrest & Minick, P.C., 910 Travis
Street,  Suite  2400, Houston, Texas  77002, Attention:  Melvin A. Dow (Telecopy
No.  713/650-2400);

(b)     if to the Administrative Agent, to JPMorgan Chase Bank, 712 Main Street,
Houston,  Texas  77002,  Attention:  Manager,  Real  Estate Group (Telephone No.
713/216-8699  (Kent  Kaiser)  and  Telecopy  No.  (713) 216-6190, with a copy to
JPMorgan  Chase Bank, 1111 Fannin, 10th Floor, Houston, Texas  77002, Attention:
Agency  Services  (Shaw Chandrasekaran) (Telephone No. 713/750-7926 and Telecopy
No.  713/750-2666);

(c)     if  to  the Issuing Bank, to it at JPMorgan Chase Bank, 712 Main Street,
Houston,  Texas  77002,  Attention:  Manager,  Real  Estate Group (Telephone No.
713/216-8699  (Kent  Kaiser)  and  Telecopy  No.  713/216-6190;  and

(d)     if  to  any  other Lender, to it at its address (or telecopy number) set
forth  on  the  signature pages of this Agreement, or as provided to Borrower in
writing  by  the  Administrative  Agent  or  the  Lender.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and
other communications given to any party hereto in accordance with the provisions
of  this  Agreement shall be deemed to have been given (i) if given by telecopy,
when  such  telecopy  is  transmitted  to  the telecopy number specified in this
Section  and  the  appropriate confirmation is received (or if such day is not a
Business  Day,  on the next Business Day); (ii) if given by mail (return receipt
requested),  on  the  earlier  of  receipt or three (3) Business Days after such
communication  is  deposited  in  the  mail  with  first  class postage prepaid,
addressed  as aforesaid; or (iii) if given by any other means, when delivered at
the  address  specified  in  this  Section;  provided  that  notices  to  the
                                             --------
Administrative  Agent  under  Article  II shall not be effective until received.
                              -----------

     SECTION  9.02.  Waivers;  Amendments.  (a)  No  failure  or  delay  by  the
Administrative  Agent, the Issuing Bank or any Lender in exercising any right or
power  hereunder  or  under  any  other  Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any  abandonment  or  discontinuance  of steps to enforce such a right or power,
preclude  any  other  or  further  exercise thereof or the exercise of any other
right  or  power.  The  rights  and  remedies  of  the Administrative Agent, the
Issuing  Bank  and  the  Lenders hereunder and under any other Loan Document are
cumulative  and  are  not  exclusive  of  any rights or remedies that they would
otherwise have.  No waiver of any provision of this Agree-ment or consent to any
departure  by  the Borrower therefrom shall in any event be effective unless the
same  shall  be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effec-tive only in the specific instance and for the purpose
for  which  given.  Without limiting the generality of the foregoing, the making
of  a  Loan or issuance of a Letter of Credit shall not be construed as a waiver
of  any  Default,  regardless of whether the Administrative Agent, any Lender or
the  Issuing  Bank may have had notice or knowledge of such Default at the time.

     (b)     Neither  this  Agreement  nor  any  provision hereof may be waived,
amended  or  modified  except  pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative  Agent with the consent of the Required Lenders; provided that no
                                                                --------
such  agreement shall (i) increase the aggregate Commitments without the written
consent  of  each  Lender,  except  pursuant  to  Section  2.08, (ii) reduce the
                                                  -------------
principal  amount  of any Loan or LC Disbursement or reduce the rate of interest
thereon,  or  reduce  any fees payable hereunder, without the written consent of
each  Lender  affected  thereby,  (iii) postpone or extend the scheduled date of
payment  of the principal amount of any Loan or LC Disbursement, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any  such payment, or postpone or extend the scheduled date of expiration of any
Commitment,  without  the  written consent of each Lender affected thereby, (iv)
change  Section 2.17(b) or (c) in a manner that would alter the pro rata sharing
        ---------------    ---
of  payments  required  thereby, without the written consent of each Lender, (v)
change  any  of  the  provisions  of this Section or the definition of "Required
Lenders"  or  any  other provision hereof specifying the number or percentage of
Lenders  required  to  waive,  amend  or modify any rights hereunder or make any
determination  or  grant  any consent hereunder, without the  written consent of
each  Lender,  (vi)  except  for  a  release  by  the  Administrative Agent of a
Guarantor whose Guaranty is no longer required pursuant to Section 5.12 or 5.13,
                                                           ------------    ----
release  any Credit Party from its obligations under the Loan Documents, without
the  written consent of each Lender, or (vii) increase the maximum percentage in
Section  5.02(f)  above fifty-five percent (55%), without the written consent of
----------------
each  Lender;  provided  further  that  no such agreement shall amend, modify or
-              -----------------
otherwise  affect  the rights or duties of the Administrative Agent, the Issuing
Bank  or the Swingline Lender hereunder without the prior written consent of the
Administrative  Agent, the Issuing Bank or the Swingline Lender, as the case may
be.

     SECTION 9.03.  Expenses; Indemnity; Damage Waiver.  (a)  The Borrower shall
pay  (i)  all  reasonable  out-of-pocket expenses incurred by the Administrative
Agent  and  its  Affiliates,  including  the  reasonable  fees,  charges  and
disbursements  of  counsel  for the Administrative Agent, in connection with the
syndication  of  the  credit facilities provided for herein, the preparation and
administration  of this Agreement or any amendments, modifications or waivers of
the  provi-sions  hereof (whether or not the transactions contemplated hereby or
thereby  shall  be consummated); provided, however, that unless requested by the
Borrower, the Borrower shall not be required to pay the expenses associated with
assignments  or  participations  from  Lenders  after  the  Effective  Date  in
accordance  with  Section  9.04,  (ii)  all  reasonable  out-of-pocket  expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or  extension  of  any Letter of Credit or any demand for payment thereunder and
(iii)  all  out-of-pocket  expenses  incurred  by  the Administrative Agent, the
Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel  for  the  Administrative  Agent,  the  Issuing  Bank  or any Lender, in
connection  with  the enforcement or protection of its rights in connection with
this  Agreement,  including its rights under this Section, or in connection with
the  Loans  made  or  Letters  of  Credit  issued  hereunder, including all such
out-of-pocket  expenses  incurred  during  any  workout,  restructuring  or
negotiations  in  respect  of  such  Loans  or  Letters  of  Credit.

     (b)     The  Borrower shall indemnify the Administrative Agent, the Issuing
Bank  and  each  Lender,  and each Related Party of any of the foregoing Persons
(each  such  Person  being  called  an  "Indemnitee")  against,  and  hold  each
                                         ----------
Indemnitee  harmless  from, any and all losses, claims, damages, liabilities and
related  expenses,  including the fees, charges and disbursements of any counsel
for  any  Indemnitee, incurred by or asserted against any Indemnitee arising out
of,  in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or  Letter of Credit or the use of the proceeds therefrom (including any refusal
by  the  Issuing  Bank to honor a demand for payment under a Letter of Credit if
the  documents  presented  in connection with such demand do not strictly comply
with  the  terms of such Letter of Credit), (iii) any actual or alleged presence
or  release  of Hazardous Materials on or from any property owned or operated by
the  Borrower or any of its Subsidiaries, or any Environmental Liability related
in  any  way  to  the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective  claim,  litigation,  investigation or proceeding relating to any of
the  foregoing,  whether  based  on  contract,  tort  or  any  other  theory and
regardless  of  whether  any  Indemnitee  is a party thereto; provided that such
                                                              --------
indemnity  shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence  or  willful  misconduct of such Indemnitee.  THE FOREGOING INDEMNITY
INDEMNIFIES  EACH  INDEMNITEE  FROM  ITS  OWN  NEGLIGENCE.

     (c)     To the extent that the Borrower fails to pay any amount required to
be  paid  by  it  to the Administrative Agent, the Issuing Bank or the Swingline
Lender  under paragraph (a) or (b) of this Section, each Lender severally agrees
              -------------    ---
to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as
the  case may be, such Lender's Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid  amount;  provided  that  the  unreimbursed  expense or indemnified loss,
                 --------
claim, damage, liability or related expense, as the case may be, was incurred by
or  asserted against the Administrative Agent, the Issuing Bank or the Swingline
Lender  in  its  capacity  as  such.

     (d)     To  the  extent permitted by applicable law, the Borrower shall not
assert,  and  hereby  waives, any claim against any Indemnitee, 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  or  any  agreement  or instrument contemplated hereby, the
Transactions,  any  Loan or Letter of Credit or the use of the proceeds thereof.

     (e)     All  amounts due under this Section shall be payable not later than
ten  days  after  written  demand  therefor.

     SECTION  9.04.  Successors  and  Assigns.  (a)  The  provisions  of  this
Agreement  shall  be binding upon and inure to the benefit of the parties hereto
and  their  respective  successors  and  assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the  Borrower  may  not  assign  or  otherwise  transfer  any  of  its rights or
obligations  hereunder without the prior written consent of each Lender (and any
attempted  assignment  or transfer by the Borrower without such consent shall be
null  and  void),  and  (ii)  a  Lender may not assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.  Nothing
in  this  Agreement, expressed or implied, shall be construed to confer upon any
Person  (other  than the parties hereto, their respective successors and assigns
permitted  hereby  (including  any Affiliate of the Issuing Bank that issues any
Letter  of Credit) and, to the extent expressly contemplated hereby, the Related
Parties  of  each of the Administrative Agent, the Issuing Bank and the Lenders)
any  legal  or  equitable  right,  remedy  or  claim  under or by reason of this
Agreement.

     (b)     (i)  Subject to the conditions set forth in paragraph (b)(ii)
                                                         -----------------
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

          (A)  the  Borrower,  provided that no consent of the Borrower shall be
                               --------
required  for  an  assignment to a Lender, an Affiliate of a Lender, an Approved
Fund  or,  if  an  Event  of  Default  has occurred and is continuing, any other
assignee;  and

          (B)  the  Administrative  Agent,  provided  that  no  consent  of  the
                                            --------
Administrative  Agent  shall  be  required  for  an  assignment  to a Lender, an
Affiliate  of  a  Lender  or  an  Approved  Fund.

          (ii)  Assignments  shall  be  subject  to  the  following  additional
conditions:

          (A) except in the case of an assignment to a Lender, an Affiliate of a
Lender,  or an Approved Fund, or an assignment of the entire remaining amount of
the  assigning  Lender's  Commitment  or  Loans, the amount of the Commitment or
Loans  of the assigning Lender subject to each such assignment (determined as of
the  date  the  Assignment  and  Assumption  with  respect to such assignment is
delivered  to the Administrative Agent) shall not be less than $5,000,000 unless
each  of  the  Borrower and the Administrative Agent otherwise consent, provided
                                                                        --------
that  no  such  consent of the Borrower shall be required if an Event of Default
has  occurred  and  is  continuing;

          (B)  each  partial  assignment  shall  be  made  as an assignment of a
proportionate  part  of  all the assigning Lender's rights and obligations under
this  Agreement,  provided  that  this  clause  shall  not  apply  to rights and
                  --------
obligations  in  respect  of  outstanding  Competitive  Loans;

          (C)  the  parties  to each assignment shall execute and deliver to the
Administrative  Agent  an  Assignment and Assumption, together with a processing
and  recordation  fee  of  $3,500;  and

          (D)  the  assignee,  if it shall not be a Lender, shall deliver to the
Administrative  Agent  an  Administrative  Questionnaire.

          (iii)      Subject  to  acceptance  and  recording thereof pursuant to
paragraph  (b)(iv)  of this Section, from and after the effective date specified
   ---------------
in  each  Assignment  and  Assumption  the  assignee thereunder shall be a party
hereto  and,  to  the  extent  of  the  interest assigned by such Assignment and
Assumption,  have  the  rights and obligations of a Lender under this Agreement,
and  the  assigning  Lender  thereunder  shall,  to  the  extent of the interest
assigned  by  such  Assignment and Assumption, be released from its obliga-tions
under  this Agreement (and, in the case of an Assignment and Assumption covering
all  of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections  2.14, 2.15, 2.16 and 9.03).  Any assignment or transfer by
            --------------------------     ----
a Lender of rights or obligations under this Agreement that does not comply with
this  Section  9.04 shall be treated for purposes of this Agreement as a sale by
      -------------
such Lender of a participation in such rights and obligations in accordance with
paragraph  (c)  of  this  Section.
--------------

          (iv)     The Administrative Agent, acting for this purpose as an agent
of  the  Borrower, shall maintain at one of its offices in Houston, Texas a copy
of  each  Assignment  and  Assumption  delivered  to  it  and a register for the
recordation  of  the  names and addresses of the Lenders, and the Commitment of,
and  principal  amount  of  the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The entries in
                                                     --------
the  Register  shall  be conclusive, and the Borrower, the Administrative Agent,
the Issuing Bank and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of  this  Agreement, notwithstanding notice to the contrary.  The Register shall
be available for inspection by the Borrower, the Issuing Bank and any Lender, at
any  reasonable  time  and  from  time  to  time  upon  reasonable prior notice.

          (v)     Upon its receipt of a duly completed Assignment and Assumption
executed  by  an  assigning  Lender  and  an  assignee, the assignee's completed
Administrative  Questionnaire  (unless  the  assignee  shall already be a Lender
hereunder),  the  processing and recordation fee referred to in paragraph (b) of
                                                                -------------
this  Section  and  any written consent to such assignment required by paragraph
                                                                       ---------
(b)  of  this Section, the Administrative Agent shall accept such Assignment and
  -
Assumption  and  record  the  information contained therein in the Register.  No
assignment  shall be effective for purposes of this Agreement unless it has been
recorded  in  the  Register  as  provided  in  this  paragraph.

     (c)     (i)  Any  Lender  may,  without  the  consent  of the Borrower, the
Administrative  Agent,  the  Issuing  Bank  or  the  Swingline  Lender,  sell
participations  to  one or more banks or other entities (a "Participant") in all
                                                            -----------
or  a  portion  of  such  Lender's  rights  and obligations under this Agreement
(including  all  or  a  portion  of  its  Commitment and the Loans owing to it);
provided  that  (A)  such Lender's obligations under this Agreement shall remain
      --
unchanged,  (B) such Lender shall remain solely responsible to the other parties
hereto  for  the  performance  of  such  obligations  and  (C) the Borrower, the
Administrative  Agent,  the Issuing Bank and the other Lenders shall continue to
deal  solely  and  directly  with  such  Lender in connection with such Lender's
rights  and  obligations  under  this  Agreement.  Any  agreement  or instrument
pursuant  to  which  a Lender sells such a participation shall provide that such
Lender  shall retain the sole right to enforce this Agreement and to approve any
amendment,  modification  or waiver of any provision of this Agreement; provided
                                                                        --------
that such agreement or instrument may provide that such Lender will not, without
the  consent  of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
                                  ---------------
Subject  to  paragraph  (c)(ii)  of  this Section, the Borrower agrees that each
             ------------------
Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to
                                                 -------------  ----     ----
the  same  extent  as  if  it  were  a  Lender  and had acquired its interest by
assignment  pursuant  to paragraph (b) of this Section.  To the extent permitted
                         -------------
by  law, each Participant also shall be entitled to the benefits of Section 9.08
                                                                    ------------
as  though  it  were a Lender, provided such Participant agrees to be subject to
Section  2.17(c)  as  though  it  were  a  Lender.
  --------------

          (ii)     A  Participant  shall  not be entitled to receive any greater
payment  under  Section  2.14 or 2.16 than the applicable Lender would have been
                -------------    ----
entitled  to receive with respect to the participation sold to such Participant,
unless  the  sale  of  the  participation  to  such Participant is made with the
Borrower's  prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.16 unless
                                                             ------------
the  Borrower is notified of the participation sold to such Participant and such
Participant  agrees,  for  the  benefit  of the Borrower, to comply with Section
                                                                         -------
2.16(e)  as  though  it  were  a  Lender.
    ---

     (d)     Any  Lender may at any time pledge or assign a security interest in
all  or  any portion of its rights under this Agreement to secure obligations of
such  Lender,  including  any  pledge  or  assignment to secure obligations to a
Federal  Reserve  Bank,  and  this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
                                   --------
a security interest shall release a Lender from any of its obligations hereunder
or  substitute  any  such pledgee or assignee for such Lender as a party hereto.

     SECTION  9.05.  Survival.  All  covenants,  agreements, representations and
warranties  made  by  the  Borrower  herein  and  in  the  certificates or other
instru-ments  delivered  in  connection with or pursuant to this Agreement shall
be  considered  to  have  been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and  issuance  of any Letters of Credit, regardless of any investigation made by
any  such  other  party  or  on  its  behalf  and  notwithstanding  that  the
Administrative  Agent,  the  Issuing  Bank  or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit  is  extended  hereunder,  and shall continue in full force and effect as
long  as  the principal of or any accrued interest on any Loan or any fee or any
other  amount  payable  under  this  Agreement is outstand-ing and unpaid or any
Letter  of Credit is outstanding and so long as the Commitments have not expired
or  terminated.  The provisions of Sections 2.14, 2.15, 2.16and 9.03 and Article
VIII  shall  survive  and  remain  in  full  force  and effect regardless of the
consummation  of  the  transactions  contemplated  hereby,  the repayment of the
Loans,  the  expiration  or  termination  of  the  Letters  of  Credit  and  the
Commitments  or  the  termination  of  this  Agreement  or any provision hereof.




SECTION  9.06.  Counterparts; Integration; Effectiveness.  This Agreement may be
executed  in  counterparts  (and  by  different  parties  hereto  on  different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute  a  single  contract.  This Agreement and any
separate  letter  agreements  with respect to fees payable to the Administrative
Agent  constitute  the entire contract among the parties relating to the subject
matter  hereof and supersede any and all previous agreements and understandings,
oral  or  written, relating to the subject matter hereof.  Except as provided in
Section  4.01,  this  Agreement  shall  become effective when it shall have been
executed  by  the  Administrative  Agent and when the Administrative Agent shall
have  received  counterparts  hereof  which,  when  taken  together,  bear  the
signatures  of each of the other parties hereto, and thereafter shall be binding
upon  and  inure  to  the  benefit  of  the  parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of  this  Agreement  by  telecopy  shall  be effective as delivery of a manually
executed  counterpart  of  this  Agreement.

     SECTION  9.07.  Severability.  Any  provision  of this Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as  to such
jurisdiction,  be  ineffective  to  the extent of such invalidity, illegality or
unenforceability  without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall  not  invalidate  such provision in any other
jurisdiction.

SECTION  9.08.  Right of Setoff.  If an Event of Default shall have occurred and
be  continuing,  each  Lender and each of its Affiliates is hereby authorized at
any  time  and from time to time, to the fullest extent permitted by law, to set
off  and  apply  any  and  all  deposits  (general  or  special, time or demand,
provisional  or  final) at any time held and other obligations at any time owing
by  such Lender or Affiliate to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under  this  Agreement  held by such Lender, irrespective of whether or not such
Lender  shall  have  made  any  demand  under  this  Agreement and although such
obligations  may  be  unmatured.  Each  Lender  agrees  promptly  to  notify the
Borrower  after  any  such  setoff and application made by such Lender, provided
that  the  failure  to  give  such  notice shall not affect the validity of such
setoff  and  application.  The  rights  of each Lender under this Section are in
addition  to  other rights and remedies (including other rights of setoff) which
such  Lender  may  have.

SECTION  9.09.  Governing Law; Jurisdiction; Consent to Service of Process.  (a)
This  Agreement shall be construed in accordance with and governed by the law of
the  State  of  Texas.



     (b)     The  Borrower  hereby  irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the district courts
of  Harris County, Texas and of the United States District Court of the Southern
District  of Texas (Houston Division), and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement, or for
recognition  or  enforcement  of  any  judgment,  and each of the parties hereto
hereby  irrevocably and unconditionally agrees that all claims in respect of any
such  action  or proceeding may be heard and determined in such State or, to the
extent  permitted  by  law,  in  such Federal court.  Each of the parties hereto
agrees  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.  Nothing in this Agreement shall affect any
right  that  the  Administrative  Agent,  the  Issuing  Bank  or  any Lender may
otherwise  have  to  bring  any  action or proceeding relating to this Agreement
against  the  Borrower  or  its  proper-ties  in the courts of any jurisdiction.



     (c)     The  Borrower hereby irrevocably and unconditionally waives, to the
fullest  extent it may legally and effectively do so, any objection which it may
now  or here-after have to the laying of venue of any suit, action or proceeding
arising  out  of  or  relating  to  this  Agreement  in any court referred to in
paragraph  (b)  of  this Section.  Each of the parties hereto hereby irrevocably
waives,  to  the fullest extent permitted by law, the defense of an inconvenient
forum  to  the  maintenance  of  such  action  or  proceeding in any such court.



     (d)     Each  party  to  this  Agreement irrevocably consents to service of
process  in  the  manner  provided for notices in Section 9.01.  Nothing in this
                                                  ------------
Agreement  will affect the right of any party to this Agreement to serve process
in  any  other  manner  permitted  by  law.

     SECTION  9.10.  WAIVER  OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY  JURY  IN  ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY ARISING OUT OF OR
RELATING  TO  THIS  AGREEMENT  OR  THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT  NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT  SUCH  OTHER  PARTY  WOULD  NOT, IN THE EVENT OF
LITIGATION,  SEEK  TO  ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREE-MENT BY,
AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS  AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11.  Headings.  Article and Section headings and the Table of Contents
used  herein  are  for  convenience  of  reference  only,  are  not part of this
Agreement  and  shall  not  affect  the  construction  of,  or  be  taken  into
consideration  in  interpreting,  this  Agreement.

SECTION  9.12.  Confidentiality.  Each  of the Administrative Agent, the Issuing
Bank  and  the Lenders agrees to maintain the confidentiality of the Information
(as  defined below), except that Information may be disclosed (a) to its and its
Affiliates'  directors,  officers,  employees and agents, including accountants,
legal  counsel  and other advisors (it being understood that the Persons to whom
such  disclosure  is  made  will  be informed of the confidential nature of such
Information  and  instructed  to keep such Information confidential), (b) to the
extent  requested  by  any  regulatory authority, (c) to the extent  required by
applicable  laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies  hereunder or any suit, action or proceeding relating to this Agreement
or  the  enforcement of rights hereunder, (f) subject to an agreement containing
provisions  substantially the same as those of this Section, to (i) any assignee
of  or  Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the  Borrower and it obligations, (g) with the consent of the Borrower or (h) to
the  extent  such  Information  (i)  becomes  publicly available other than as a
result  of  a  breach  of  this  Section  or  (ii)  becomes  available  to  the
Administrative  Agent, the Issuing Bank or any Lender on a nonconfidential basis
from  a  source  other  than  the  Borrower.  For  the purposes of this Section,
"Information"  means  all information received from any Credit Party relating to
the  Credit  Party  or  its  business,  other  than any such information that is
available  to  the  Administrative  Agent,  the  Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by any Credit Party; provided that, in
the  case  of  information received from any Credit Party after the date hereof,
such  information is clearly identified at the time of delivery as confidential.
Any  Person  required to maintain the confidentiality of Information as provided
in  this  Section shall be considered to have complied with its obligation to do
so  if  such  Person  has  exercised  the  same  degree  of care to maintain the
confidentiality  of  such  Information  as  such  Person would accord to its own
confidential  information.

SECTION 9.13.  Interest Rate Limitation.  Notwithstanding anything herein to the
contrary,  if at any time the interest applicable to any Loan, together with all
fees, charges and other amounts which are treated as interest on such Loan under
applicable law (collectively, the "Charges"), shall exceed the maximum which may
be  contracted  for,  charged, taken, received or reserved by the Lender holding
such  Loan  in  accordance with applicable law (the "Maximum Rate"), the rate of
interest  payable  in  respect of such Loan hereunder, together with all Charges
payable  in  respect  thereof,  shall be limited to the Maximum Rate and, to the
extent  lawful, the interest and Charges that would have been paid in respect of
such  Loan but were not payable as result of the operation of this Section shall
be  cumulated  and the interest and Charges payable to such Lender in respect of
other  Loans  or  periods  shall  be  increased  (but not above the Maximum Rate
therefor)  until  such  cumulated  amount, together with interest thereon at the
Federal  Funds Effective Rate to the date of repayment, shall have been received
by  such Lender.  If, for any reason whatsoever, the Charges paid or received on
the  Loans  produces  a  rate  which exceeds the Maximum Rate, the Lenders shall
credit  against  the principal of the Loans (or, if such indebtedness shall have
been  paid  in  full, shall refund to the payor of such Charges) such portion of
said  Charges  as  shall be necessary to cause the interest paid on the Loans to
produce a rate equal to the Maximum Rate.  All sums paid or agreed to be paid to
the  holders  of  the  Loans  for the use, forbearance or detention of the Loans
shall,  to  the  extent  permitted  by  applicable  law, be amortized, prorated,
allocated  and spread in equal parts throughout the full term of this Agreement,
so that the interest rate is uniform throughout the full term of this Agreement.
The  provisions  of  this  Section  shall control all agreements, whether now or
hereafter  existing and whether written or oral, between the parties hereto.  On
each  day, if any, that Texas law establishes the Maximum Rate, the Maximum Rate
shall  be  the  "weekly ceiling" (as defined in Chapter 303 of the Texas Finance
Code  (the  "Texas  Finance Code") as amended) for that day.  The Administrative
Agent  may  from  time to time, as to current and future balances, implement any
other  ceiling under the Texas Finance Code by notice to the Borrower, if and to
the  extent permitted by the Texas Finance Code.  Without notice to the Borrower
or  any  other  person or entity, the Maximum Rate shall automatically fluctuate
upward  and downward as and in the amount by which such maximum nonusurious rate
of  interest  permitted  by  applicable  law  fluctuates.

     SECTION  9.14.  Liability  of  Holders.  With  respect to the incurrence of
certain  liabilities  hereunder  and  the  making  of  certain agreements by the
Borrower  as  herein  stated, such incurrence of liabilities and such agreements
shall  be  binding upon the Borrower only as a trust formed under the Texas Real
Estate  Investment  Trust  Act  pursuant to that certain Restated Declaration of
Trust  dated  March  23,  1988 (as amended from time to time), and only upon the
assets  of  such  Borrower.  No  Trust  Manager  or  officer  or  holder  of any
beneficial  interest  in  the Borrower shall have any personal liability for the
payment  of  any  indebtedness  or  other  liabilities  incurred by the Borrower
hereunder  or  for  the  performance  of  any  agreements  made  by the Borrower
hereunder,  nor  for  any  other  act,  omission  or  obligation incurred by the
Borrower  or  the  Trust  Managers  except,  in the case of a Trust Manager, any
liability  arising  from  his  own  willful  misfeasance or malfeasance or gross
negligence.


<PAGE>


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





                                      WEINGARTEN  REALTY  INVESTORS



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







                                      JPMORGAN  CHASE  BANK,  individually
                                      and  as  Administrative  Agent,



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


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      BANK  OF  AMERICA,  N.A.





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






                                      Address:

                                      901  Main  Street  ,  64th  Floor
                                      Dallas,  Texas  75202
                                      Attention:  Ms.  Renee  Sampson
                                      Telephone  No.:  (214)  209-9144
                                      Telecopy  No.:  (214)  209-0085


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      COMMERZBANK  AG,  NEW  YORK  AND
                                      GRAND  CAYMAN  BRANCHES



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




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



                                      Address:

                                      2  World  Financial  Center
                                      New  York,  New  York  10281-1050
                                      Attention:David Schwarz/Bill Knickerbocker
                                      Telephone  No.:  (212)  266-7632/7583
                                      Telecopy  No.:  (212)  266-7565


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      BANK  ONE,  NA



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



                                      Address:

                                      1  Bank  One  Plaza
                                      Mail  Code  IL1-0315
                                      Chicago,  Illinois  60670
                                      Attention:  Mark  C.  Kramer
                                      Telephone  No.:  (312)  325-3121
                                      Telecopy  No.:  (312)  325-3122


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      COMPASS  BANK



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



                                      Address:

                                      24  Greenway  Plaza,  Suite  1400
                                      Houston,  Texas  77046
                                      Attention:  Jeff  Deutsch
                                      Telephone  No.:  (713)  968-8284
                                      Telecopy  No.:  (713)  968-8211


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      PNC  BANK,  NATIONAL  ASSOCIATION



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



                                      Address:

                                      One  PNC  Plaza
                                      Mail  Stop:  P1-POPP-19-2
                                      Pittsburgh,  Pennsylvania  15222
                                      Attention:  Wayne  Robertson
                                      Telephone  No.:  (412)  762-8452
                                      Telecopy  No.:  (412)  762-6500


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



SOUTHTRUST  BANK



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



                                      Address:

                                      600  West  Peachtree  Street,  26th  Floor
                                      B-024-PT-0037
                                      Atlanta,  Georgia   30308
                                      Attention:  Renald  Ferrovecchio
                                      Telephone  No.:  (404)  532-5260
                                      Telecopy  No.:  (404)  532-5280


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      SUMITOMO MITSUI BANKING
                                      CORPORATION



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



                                      Address:

                                      277  Park  Avenue,  6th  Floor
                                      New  York,  New  York  10172
                                      Attention:  Charles  Sullivan
                                      Telephone  No.:  (212)  224-4178
                                      Telecopy  No.:  (212)  224-4887


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      WELLS  FARGO  BANK,  NATIONAL
                                      ASSOCIATION



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



                                      Address:

                                      1000  Louisiana  Street,  4th  Floor
                                      Houston,  Texas  77002
                                      Attention:  Allyn  Riley
                                      Telephone  No.:  (713)  319-1427
                                      Telecopy  No.:  (713)  739-1077


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      WACHOVIA  BANK,  N.A.



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



                                      Address:

                                      301  South  College  Street,  NC-0172
                                      Charlotte,  North  Carolina  28288-0172
                                      Attention:  Cathy  Casey


                                      Telephone  No.:
                                                     -----------------------
                                      Telecopy  No.:
                                                    -----------------------


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      SUNTRUST  BANK



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



                                      Address:

                                      8245  Boone  Boulevard,  Suite  820
                                      Vienna,  Virginia  22182
                                      Attention:  Nancy  Richards

                                      Telephone  No.:    703/902-9039
                                                     -----------------------
                                      Telecopy  No.:     703/902-9245
                                                    -----------------------


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      SCOTIABANC,  INC.



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



                                      Address:
                                      600 Peachtree Street, N.E., Suite 2700
                                      Atlanta,  Georgia  30308
                                      Attention:  Bill  Zarrett


                                      Telephone  No.:    404/877-1504
                                                     -----------------------
                                      Telecopy  No.:     404/888-8998
                                                    -----------------------


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      THE  BANK  OF  NOVA  SCOTIA,  Acting
                                      through  its  San  Francisco  Agency



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



                                      Address:
                                      500  California  Street,  Suite  2100
                                      San  Francisco,  California  94105
                                      Attention:  Hamid  Hussain


                                      Telephone  No.:   (415)  616-4116
                                                     -----------------------
                                      Telecopy  No.:    (415)  397-0791
                                                    -----------------------


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      BRANCH  BANKING  AND  TRUST  COMPANY



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



                                      Address:
                                      200  West  2nd  Street,  16th  Floor
                                      Winston-Salem,  NC  27101
                                      Attention:  Christopher  E.  Verwoerdt


                                      Telephone  No.:     336/733-2720
                                                     ----------------------
                                      Telecopy  No.:      336/733-2740
                                                    -----------------------


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      KEYBANK  NATIONAL  ASSOCIATION




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





                                      Address:
                                      127 Public Square Mail Code OH-01-27-0844
                                      Cleveland,  Ohio  44114
                                      Attention: Kevin Murray/Timothy O'Connor


                                      Telephone  No.:   216-689-4660/4056
                                                     ----------------------
                                      Telecopy  No.:    216-689-4997
                                                    -----------------------


<PAGE>



Signature  page  to  Credit  Agreement  with  Weingarten  Realty  Investors



                                      THE  NORTHERN  TRUST  COMPANY



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



                                      Address:
                                      50  South  LaSalle  Street
                                      Chicago,  Illinois  60675
                                      Attention:  Kurt  H.  Prusener


                                      Telephone  No.:  312-630-8944
                                                     ----------------------
                                      Telecopy  No.:  312-444-7028
                                                    -----------------------


<PAGE>



                                  SCHEDULE 2.01


LENDER                                     REVOLVING LOAN COMMITMENT
                                                 (Percentage)



JPMorgan Chase Bank                              $35,000,000
                                                (8.750000000%)



Bank of America, N.A.                            $35,000,000
                                                (8.750000000%)



Commerzbank AG, New York                         $35,000,000
and Grand Cayman Branches                       (8.750000000%)



Bank One, NA                                     $25,000,000
                                                (6.250000000%)



PNC Bank, National Association                   $35,000,000
                                                (8.750000000%)



Compass Bank                                     $22,500,000
                                                (5.625000000%)



SouthTrust Bank                                  $25,000,000
                                                (6.250000000%)



Wells Fargo Bank, National Association           $22,500,000
                                                (5.625000000%)



Sumitomo Mitsui Banking Corporation              $25,000,000
                                                (6.250000000%)



Wachovia Bank, N.A.                              $35,000,000
                                                (8.750000000%)



SunTrust Bank                                    $25,000,000
                                                (6.250000000%)



ScotiaBanc, Inc.                                 $10,000,000
                                                (2.500000000%)



The Bank of Nova Scotia                          $15,000,000
                                                (3.750000000%)


<PAGE>



Branch Banking and Trust Company                 $15,000,000
                                                (3.750000000%)



KeyBank National Association                     $25,000,000
                                                (6.250000000%)



The Northern Trust Company                       $15,000,000
                                                (3.750000000%)


<PAGE>



                                SCHEDULE 2.05(D)



                                LETTERS OF CREDIT
                                -----------------


---------------------------------------------------------------- ---
LETTER OF CREDIT NUMBER                LETTER OF CREDIT AMOUNT
--------------------------------------------------------------------
     I-451606                                $2,184,911.00
--------------------------------------------------------------------
     I-454505                                $3,863,934.25
--------------------------------------------------------------------
     I-454507                                $2,058,695.89
--------------------------------------------------------------------
     I-461289                                $6,821,882.19
--------------------------------------------------------------------


<PAGE>



                                SCHEDULE 3.05(F)



<TABLE>
<CAPTION>


SCHEDULE 3.05(F)



Location  Property Name                        City       State     Zip
<C>       <S>                             <C>             <C>    <C>
     250  Buena Vista Marketplace         Duarte          CA     91010-2454
     251  Centerwood Plaza                BellFlower      CA     90706-4319
     252  Menifee Town Center             Menifee         CA     92584-8068
     253  Ralph's Center                  Redondo Beach   CA     90278-3923
     254  San Marcos Plaza                San Marcos      CA     92069-3907
     255  Westminster Center              Westminster     CA     92683-3450
     256  Marketplace                     Castro Valley   CA     94552-4833
     257  Arcade Square                   Sacramento      CA     95821-3609
     258  Creekside Shopping Center       Vacaville       CA     95687-6300
     259  Discovery Plaza                 Sacramento      CA     95833-1945
     260  Gateway Plaza                   Fremont         CA     94538-1612
     261  Hallmark Town Center            Madera          CA     93637-8710
     262  Prospector's Plaza              Placerville     CA     95667-5238
     263  Shasta Crossroads               Redding         CA     96003-4087
     264  Silver Creek Plaza              San Jose        CA     95121-1561
     265  Southampton Shopping Center     Benicia         CA     94510-1970
     266  Stony Point Plaza (Santa Rosa)  Santa Rosa      CA     95407-6802
     267  Summer Hills Plaza              Citrus Heights  CA     95621-1044
     268  Sunset Center                   Suisun City     CA     94585-2047
     286  Chino Hills                     Chino Hills     CA          33024
     326  Rancho San Marcos               San Marcos      CA          92069
</TABLE>


The above is a list of known properties in potential earthquake or seismic
areas.  Borrower carries insurance coverage for these properties in amounts
sufficient to cover it for potential losses.


<PAGE>



                                  SCHEDULE 3.07
                                DISCLOSED MATTERS

Below  is  a list of major outstanding lawsuits, none of which Borrower believes
will  have  a  Material  Adverse  Effect:

Location  0446  (Houston).  Ferri  Menaya incident February 15, 2003.  This case
involves  a  contract laborer working for Pacesetter Personnel Services at C & D
Warehouse,  Inc.   Plaintiff  alleges  that while trying to couple two trains he
slipped  and  his  leg  got  caught  in  the  coupler.  Plaintiff alleges unsafe
conditions  in  the rail yard as well as defective brakes on the train. Borrower
is  a  co-defendant  with  C and D Warehouse, Stewart and Stevenson Services and
Greenbriar  Holdings  Ltd.  All  parties  are  being  sued  for  $5,000,000.00.
Borrower  has  adequate  insurance  for  this  type  of  exposure.  Borrower  is
aggressively  defending  and  expects  success  in  court.



<TABLE>
<CAPTION>




SCHEDULE 3.15
LIST OF SUBSIDIARIES

<S>                                          <C>
Jacinto City, Ltd.                            1
Main/O.S.T., Ltd.                             2
Markham West Shopping Center, LP              3
Nanocorp, Inc.                                4
Rosenberg, Ltd.                               5
Sheldon Center, Ltd.                          6
Weingarten/Bridges at Smokey Hills            7
Weingarten Investments, Inc.                  8
Weingarten/Miller Elizabeth Joint Venture     9
Weingarten/Miller Englewood Joint Venture    10
Weingarten/Miller/Feist Joint Venture        11
Weingarten/Miller/Thorncreek Joint Venture   12
WRI Interests, Inc.                          13
WRI/Lone Star, Inc.                          14
WRI/Pavilion, Inc.                           15
WRI/Rockwall, Inc.                           16
Weingarten Nostat, Inc.                      17
Weingarten Realty Management Company         18
WRI/Post Oak, Inc.                           19
WRI/7080 Express Lane, Inc.                  20
Weingarten Lufkin, Inc.                      21
WRI/Pembroke, Ltd.                           22
Weingarten GS, Inc.                          23
Weingarten GS Delaware, Inc.                 24
Weingarten Golden State, Inc.                25
WRI/Pitman Corners, Inc.                     26
Chino Hills Holdings, LLC                    27
WRI/Chino Hills, LLC                         28
Falls Pointe Holdings, LLC                   29
WRI/Falls Pointe, LLC                        30
Rancho San Marcos Holdings, LLC              31
WRI/Rancho San Marcos, LLC                   32
Hollywood Hills Holdings, LLC                33
WRI/Hollywood Hills, LLC                     34
WRI/Tamiami Trail, LLC                       35
WRI University Palms, LLC                    36
WRI/Louisiana Holdings, Inc.                 37
WRI/TexLa, LLC                               38
Weingarten Aurora, Inc.                      39
Weingarten Lowry, Inc.                       40
Weingarten Thorncreek, Inc.                  41
Weingarten Bridges at Smokey Hills II LLC    42
WRI Siempre Viva 345, LLC                    43
Siempre Viva 7 and 8 Holdings, LLC           44
WRI Siempre Viva 7 and 8, LLC                45
WRI Fiesta Trails, LP                        46
WRI Sandy Plains, LLC                        47
WRI Overton Holdings, LLC                    48
WRI Overton Plaza, LP                        49
WRI Laguna Isles, LLC                        50
WRI GS Partnership, LP                       51
WRI/Raleigh LP                               52
WRI/High House LLC                           53
High House Holdings LLC                      54
WRI/Atlanta Park, LP                         55
WRI/Atlanta Park - 3658, LP                  56
WEINGARTEN-MONVIS LLC                        57
WRI Golden State, LLC                        58
Weingarten/Miller/Feist II Joint Venture     59
Weingarten/Miller/Aurora Joint Venture       60
Weingarten Miller Aurora II LLC              61
Weingarten Miller Lowry II LLC               62
Weingarten Miller Thorncreek II LLC          63
Weingarten Bridges at Smokey Hills III, LLC  64
WRI/Miller Westminster I LLC                 65
WRI/Miller Westminster II LLC                66
Weingarten/Miller Westminster Joint Venture  67
Weingarten/Miller/Lowry Joint Venture        68
Northwest Hollister Venture                  69
Phelan Boulevard Venture                     70
Weingarten-Murphy, Ltd.                      71
WRI/Crosby Venture                           72
WRI/Dickinson Venture                        73

</TABLE>

<TABLE>
<CAPTION>


                                SCHEDULE 5.12 (B)
                POOL PROPERTIES WITHOUT ENVIRONMENTAL ASSESSMENT

---------------------------------------------------------  --
<S>       <C>                             <C>              <C>
LOC. #    DESCRIPTION                     CITY             ST
--------  ------------------------------  ---------------  --
0004-700  Village Shopping Center         Port Arthur      TX
0008-001  Heights Plaza Shopping Center   Houston          TX
0011-001  Sheldon Forest Shopping Center  Channelview      TX
0012-001  Westwood Village Shopping Ctr.  Lafayette        LA
0014-001  Fiesta Market Place             Houston          TX
0016-001  Harrisburg Plaza                Houston          TX
0017-001  Stella Link Shopping Center     Houston          TX
0023-001  Lyons Avenue Shopping Center    Houston          TX
0024-001  Gillham Circle                  Port Arthur      TX
0029-269  Market Street Shopping Center   Jacinto City     TX
0030-001  Southgate Shopping Center       Beaumont         TX
0032-001  Texas City Plaza                Texas City       TX
0033-001  Miracle Corners Shopping Ctr.   Pasadena         TX
0035-001  Southgate Shopping Center       Lake Charles     LA
0040-001  Westwood Shopping Center        Shreveport       LA
0041-001  New Boston Rd. Shopping Center  Texarkana        TX
0043-001  Bellaire Blvd Shopping Center   Bellaire         TX
0044-001  Southgate Shopping Center       Shreveport       LA
0050-001  Westbury Triangle               Houston          TX
0055-001  Lawndale Shopping Center        Houston          TX
0056-001  Southgate Shopping Center       Houston          TX
0057-001  Eastpark Shopping Center        Houston          TX
0059-120  Broadway Plaza Shopping Ctr.    Little Rock      AR
0062-001  Spring Plaza Shopping Center    Houston          TX
0064-001  Edgebrook Shopping Center       Houston          TX
0065-001  Westchase Mall                  Houston          TX
0069-001  Calder Shopping Center          Beaumont         TX
0070-001  Westhill Village Shopping Ctr.  Houston          TX
0071-001  Park Plaza Shopping Center      Lake Charles     LA
0073-001  Food King Place                 Galveston        TX
0081-001  Northbrook Shopping Center      Houston          TX
0082-120  Geyer Springs Shopping Center   Little Rock      AR
0083-001  Crossroads Shopping Center      Vidor            TX
0085-001  Mainland Mall                   Texas City       TX
0086-276  Plaza Shopping Ctr. Rosenberg   Rosenberg        TX
0087-001  Park Terrace Shopping Center    DeRidder         LA
0088-001  Cullen Plaza Shopping Center    Houston          TX
0099-001  Braeswood Square Shopping Ctr.  Houston          TX
0101-001  Inwood Village Shopping Center  Houston          TX
0103-001  Studemont Shopping Center       Houston          TX
0104-001  Westmont Shopping Center        Beaumont         TX
0105-001  North Oaks Shopping Center      Houston          TX
0106-001  Humblewood Shopping Center      Houston          TX
0107-120  Markham Square Shopping Center  Little Rock      AR
0108-001  Orchard Green Shopping Center   Houston          TX
0110-001  10-Federal Shopping Center      Houston          TX
0120-001  Randall's/Norchester Village    Houston          TX
0121-001  Randall's/El Dorado             Webster          TX
0123-001  Kroger/Fondren Square           Houston          TX
0125-001  De Vargas Shopping Center       Sante Fe         NM
0126-001  Town & Country Shopping Center  Lubbock          TX
0127-001  Fiesta Center                   Houston          TX
0128-001  Portairs Shopping Center        Corpus Christi   TX
0130-001  Rose-Rich Shopping Center       Rosenberg        TX
0131-001  Northway Shopping Center        Houston          TX
0132-120  Town & Country Shopping Center  Midwest City     OK
0133-001  North Towne Plaza               Albuquerque      NM
0135-120  Boulevard Market Place          Midwest City     OK
0136-001  Parkway Square Shopping Center  College Station  TX
0138-120  Evelyn Hills Shopping Center    Fayetteville     AR
0139-001  Market at Westchase SC          Houston          TX
0148-001  Randalls Center/Kings Crossing  Kingwood         TX
0162-240  Northwest Crossing Centre       Houston          TX
0172-120  Pueblo Anozira Shopping Center  Tempe            AZ
0180-001  Valle del Sol Shopping Center   Albuquerque      NM
0460-001  610 and 11th Street Warehouses  Houston          TX
0466-001  Bayshore Plaza                  Pasadena         TX
0471-001  Southwest Park III              Houston          TX
0472-001  Central Park North              Houston          TX
0473-001  Cedar Bayou Shopping Center     La Marque        TX
0513-001  Bingle Shopping Center          Houston          TX
0520-001  Cullen Place                    Houston          TX
0523-001  Crestview                       Houston          TX
0529-001  North Triangle Shops            Houston          TX
0531-001  Cypress Station Square          Houston          TX
0543-001  Steeplechase                    Houston          TX
0582-001  Bellfort SW Shopping Center     Houston          TX
0583-001  Landmark Shopping Center        Houston          TX
0591-001  River Oaks Shopping Center      Houston          TX
0605-277  North Park Plaza                Beaumont         TX
0608-001  Baywood Shopping Center         Bay City         TX
0632-001  Porterwood Shopping Center      Porter           TX
0634-001  Palmer Plaza                    Texas City       TX
0697-001  Highland Square                 Memphis          TN
0703-700  Broadway Shopping Center        Galveston        TX
0711-001  North Main Place                Houston          TX
0738-700  Tyler Shopping Center           Tyler            TX
0742-001  Danville Plaza Shopping Center  Monroe           LA
0767-120  Westgate Shopping Center        Little Rock      AR

</TABLE>


<PAGE>



                                 SCHEDULE 5.12.A

<TABLE>
<CAPTION>

Location                              Co. #          Property Name             GLA    % Ownership

STABILIZED POOL EXCLUDING ENCUMBERED
<S>                                   <C>    <C>                             <C>      <C>
0006-001                                  1  River Oaks Shopping Center       70,955          100
0008-001                                  1  Heights Plaza Shopping Center    71,777          100
0011-001                                  1  Sheldon Forest Shopping Center   22,040          100
0011-266                                266  Sheldon Forest Shopping Center   77,358           50
0014-001                                  1  Fiesta Market Place              30,249          100
0016-001                                  1  Harrisburg Plaza                 95,244          100
0017-001                                  1  Stella Link Shopping Center      18,395          100
0017-700                                700  Stella Link Shopping Center      49,378          100
0019-001                                  1  Oak Forest Shopping Center      163,694          100
0023-001                                  1  Lyons Avenue Shopping Center     67,629          100
0024-001                                  1  Gillham Circle                   33,134          100
0029-269                                269  Market Street Shopping Center    49,815           50
0030-001                                  1  Southgate Shopping Center        33,555          100
0031-001                                  1  Griggs Road Shopping Center      84,943          100
0032-001                                  1  Texas City Plaza                 27,277          100
0033-001                                  1  Miracle Corners Shopping Ctr.    86,237          100
0035-176                                176  Southgate Shopping Center       170,751          100
0037-176                                176  Conn's Bldg                      23,201          100
0040-176                                176  Westwood Shopping Center        112,538          100
0041-001                                  1  New Boston Rd. Shopping Center   95,450          100
0042-001                                  1  Bellfort Shopping Center         47,911          100
0043-001                                  1  Bellaire Blvd Shopping Center    35,081          100
0044-176                                176  Southgate Shopping Center        69,224          100
0050-001                                  1  Westbury Triangle                67,308          100
0055-001                                  1  Lawndale Shopping Center         52,977          100
0056-001                                  1  Southgate Shopping Center       127,165          100
0057-001                                  1  Eastpark Shopping Center        145,983          100
0059-120                                120  Broadway Plaza Shopping Ctr.     15,800          100
0062-001                                  1  Spring Plaza Shopping Center     56,166          100
0064-001                                  1  Edgebrook Shopping Center        78,244          100
0065-001                                  1  Westchase Shopping Center       235,993          100
0066-001                                  1  Fondren Southwest Village       309,198          100
0069-001                                  1  Calder Shopping Center           34,392          100
0070-001                                  1  Westhill Village Shopping Ctr.  130,082          100
0073-001                                  1  Food King Place                  28,062          100
0081-001                                  1  Northbrook Shopping Center      174,488          100
0082-120                                120  Geyer Springs Shopping Center   131,050          100
0083-001                                  1  Crossroads Shopping Center      115,617          100
0085-001                                  1  Mainland Mall                    68,777          100
0087-176                                176  Park Terrace Shopping Center    136,707          100
0088-001                                  1  Cullen Plaza Shopping Center     85,217          100
0089-001                                  1  Little York Plaza Shopping Ctr  117,786          100
0099-001                                  1  Braeswood Square Shopping Ctr.  102,406          100
0101-001                                  1  Inwood Village Shopping Center   67,886          100
0103-001                                  1  Studemont Shopping Center        28,466          100
0104-001                                  1  Westmont Shopping Center         98,071          100
0105-001                                  1  North Oaks Shopping Center      322,969          100
0106-001                                  1  Humblewood Shopping Center      180,439          100
0107-120                                120  Markham Square Shopping Center  126,904          100
0108-001                                  1  Orchard Green Shopping Center    74,983          100
0110-001                                  1  10-Federal Shopping Center      132,491          100
0120-001                                  1  Randall's/Norchester Village    108,460          100
0123-001                                  1  Kroger/Fondren Square            61,693          100
0124-236                                  1  Shops at Three Corners          185,102           70
0125-001                                  1  De Vargas Shopping Center       249,930          100
0127-001                                  1  Fiesta Center                    97,317          100
0128-001                                  1  Portairs Shopping Center        118,233          100
0129-001                                  1  Caprock Shopping Center         374,222          100
0130-001                                  1  Rose-Rich Shopping Center       103,935          100
0133-001                                  1  North Towne Plaza               102,778          100
0135-120                                120  Boulevard Market Place           35,765          100
0136-001                                  1  Parkway Square Shopping Center  156,250          100
0137-001                                  1  The Village Arcade               57,531          100
0138-120                                120  Evelyn Hills Shopping Center    127,541          100
0139-001                                  1  Market at Westchase SC           84,086          100
0140-129                                129  Angelina Village                256,940          100
0141-120                                120  Geyer South Shopping Center      21,602          100
0142-120                                120  Bryant Square Shopping Center   282,829          100
0143-001                                  1  Southridge Plaza Shopping Ctr.  144,657          100
0144-001                                  1  Wolflin Village Shopping Ctr    196,330          100
0145-001                                  1  Coronado Shopping Center         48,149          100
0146-001                                  1  Spanish Crossroads               74,231          100
0147-001                                  1  The Village Arcade-Phase II      27,841          100
0148-001                                  1  Randalls Center/Kings Crossing  127,525          100
0149-001                                  1  Parliament Square Shopping Ctr   64,950          100
0150-001                                  1  Independence Plaza              179,182          100
0151-001                                  1  Eastdale Shopping Center        111,423          100
0152-001                                  1  Coronado Hills Shopping Center  127,071          100
0153-120                                120  Basha's Valley Plaza            145,104          100
0160-280                                  1  Cypress Pointe                  190,713           99
0162-240                                240  Northwest Crossing Centre       180,296           75
0163-001                                  1  Kingwood Shopping Center        151,154          100
0164-001                                  1  Glenbrook Square Shopping Ctr    76,483          100
0165-001                                  1  Montgomery Plaza Shopping Ctr.  307,576          100
0167-120                                120  Broadway Marketplace             82,791          100
0168-001                                  1  Puckett Plaza                   133,735          100
0169-001                                  1  League City Plaza               126,990          100
0170-120                                120  Fountain Plaza                  112,543          100
0171-141                                141  The Centre at Post Oak          183,136          100
0172-120                                120  Pueblo Anozira                  152,304          100
0173-120                                120  Windsor Hills Shopping Center   249,283          100
0174-001                                  1  Oak Park Village                 64,287          100
0175-120                                120  Camelback Village Square        134,500          100
0176-120                                120  Squaw Peak Plaza                 60,560          100
0177-001                                  1  VILLAGE PHASE III               107,083          100
0179-001                                  1  Wyoming Mall                    307,129          100
0180-001                                  1  Valle del Sol Shopping Center   105,240          100
0181-001                                  1  Westbrooke Village Shppg. Ctr.  236,927          100
0182-120                                120  Paradise Marketplace            148,713          100
0183-120                                120  Tropicana Marketplace           142,728          100
0184-120                                120  Rancho Towne & Country           87,327          100
0185-001                                  1  Richmond Square                  33,125          100
0186-246                                246  Crosby Shopping Center           55,876           61
0187-247                                247  Dickinson Shopping Center        76,655           72
0188-120                                120  Mission Center                  152,302          100
0189-120                                120  Pinetree Plaza                  134,750          100
0190-120                                120  University Plaza                162,428          100
0191-129                                129  West Junction Shopping Center    66,532          100
0193-001                                  1  Copperfield Village S/C         163,012          100
0194-001                                  1  Valley View Shopping Center      89,869          100
0195-001                                  1  Market at Town Center-Sgrlnd    383,162          100
0196-120                                120  Carefree Shopping Center        126,843          100
0197-176                                176  Town and Country Plaza          226,102          100
0199-001                                  1  Southcliff Center               115,827          100
0201-120                                120  Rancho Encanto                   70,909          100
0202-141                                141  Cypress Village                  25,297          100
0203-001                                  1  West State Shopping Center       93,973          100
0204-120                                120  Desert Square                    99,740          100
0205-120                                120  Grand Plaza                     156,889          100
0207-001                                  1  I45/Telephone Rd.               177,783          100
0208-001                                  1  Watauga                          65,280          100
0209-120                                120  Arrowhead Festival S/C           29,831          100
0210-120                                120  Academy Place                    84,057          100
0212-001                                  1  Lincoln Place                   102,824          100
0213-001                                  1  Central Plaza                   151,196          100
0215-001                                  1  Moore Plaza                     356,555          100
0216-120                                120  Palmilla Center                 103,568          100
0218-001                                  1  Brodie Oaks Shopping Center     244,752          100
0219-001                                  1  McDermott Commons                55,771          100
0220-120                                120  Francisco Center                117,980          100
0221-120                                120  College Park Shopping Center    164,060          100
0222-001                                  1  Champions Village               403,631          100
0223-256                                256  Murphy Crossing                  32,616          100
0225-120                                120  Val Vista Towne Center           93,353          100
0226-001                                  1  Almeda Road Shopping Center      16,860          100
0227-001                                  1  Bell Plaza                      128,277          100
0228-176                                176  Ambassador Plaza                 29,405          100
0229-001                                  1  Custer Park Shopping Center     116,093          100
0230-120                                120  Broadway & Ellsworth              9,037          100
0231-176                                176  University Place                205,181          100
0232-001                                  1  Kohl's Shoping Center           115,684          100
0236-120                                120  Eastern Horizon                  69,253          100
0237-001                                  1  Siegen Plaza                    155,615          100
0237-176                                176  Siegen Plaza                    155,615          100
0238-001                                  1  Regency Park                    203,452          100
0240-120                                120  Market at Southside              95,208          100
0241-001                                  1  Lake Pointe Market               40,513          100
0241-202                                202  Lake Pointe Market               32,100          100
0242-001                                  1  Killeen Marketplace             115,203          100
0243-120                                120  Rainbow Plaza I                 136,369          100
0246-120                                120  Colonial Plaza                  492,548          100
0249-120                                120  Venice Pines Shopping Center     97,303          100
0269-120                                120  Southaven Commons               116,850          100
0271-120                                120  Summer Center                   155,090          100
0272-120                                120  The Commons at Dexter Lake      166,980          100
0275-120                                120  Boca Lyons Plaza                113,689          100
0276-176                                176  River Marketplace Shopping Ctr  114,166          100
0277-120                                120  Winter Park Corners             102,172          100
0280-120                                120  Argyle Village Shopping Center  304,960          100
0282-120                                120  Northridge Shopping Center      232,559          100
0285-120                                120  Lake Washington Square          111,811          100
0301-201                                201  Pembroke Commons                314,417          100
0312-280                                  1  Capital Square                  156,577           99
0316-280                                  1  Mineral Springs Village          58,360           99
0317-280                                  1  Northwoods Shopping Center       77,802           99
0401-001                                  1  Blankenship Distribution Cntr.   59,729          100
0403-001                                  1  Redbird Distribution Center     110,839          100
0404-120                                120  Southwide Warehouses            236,520          100
0405-120                                120  Thomas Street Warehouse         164,203          100
0406-120                                120  Crowfarn Drive Warehouse        160,849          100
0407-001                                  1  Southport Business Park 5       160,653          100
0408-001                                  1  Crosspoint Warehouse             72,505          100
0409-001                                  1  DFW-Port America Place           45,490          100
0410-001                                  1  Randol Mill Place                54,579          100
0411-001                                  1  Northaven Business Center       151,388          100
0412-001                                  1  Walnut Trails Business Park     103,039          100
0413-120                                120  East Sahara Office/Service Ctr   66,426          100
0414-001                                  1  Sherman Plaza Business Park     101,137          100
0415-001                                  1  Southpoint Service Center        55,945          100
0416-001                                  1  Walnut Creek Office Park         34,000          100
0417-001                                  1  Wells Branch Corporate Center    58,710          100
0418-129                                129  Claywood Industrial Park        329,618          100
0423-001                                  1  Braker 2 Business Center         27,349          100
0424-001                                  1  Rutland 10 Business Center       54,000          100
0425-001                                  1  Southpark A, B, C                78,276          100
0428-001                                  1  O'Connor Road Business Park     150,091          100
0429-001                                  1  Interwest Business Park         219,244          100
0432-001                                  1  Oak Hill Business Park           89,858          100
0434-001                                  1  Jupiter Service Center           78,480          100
0435-001                                  1  Manana Office Service Center    223,128          100
0436-001                                  1  Midway Business Center          141,589          100
0437-001                                  1  Newkirk Service Center          105,892          100
0438-001                                  1  Northeast Crossing Office        78,548          100
0439-001                                  1  Northwest Crossing Office/Serv  127,024          100
0447-120                                120             6485 Crescent Drive  358,200          100
0448-120                                120  Lakeland Industrial Center      600,000          100
0449-120                                120  Outland Business Center         410,138          100
0457-001                                  1  West-10 Business Center II       82,788          100
0460-001                                  1  610 and 11th Street Warehouses  104,975          100
0466-001                                  1  Bayshore Plaza                   35,735          100
0467-001                                  1  West-10 Business Center         141,314          100
0468-001                                  1  West Loop Commerce Center        34,256          100
0469-001                                  1  Southwest Park II                67,700          100
0471-001                                  1  Southwest Park III               52,027          100
0472-001                                  1  Central Park North              155,131          100
0473-001                                  1  Cedar Bayou Shopping Center      14,873          100
0481-001                                  1  Kempwood Industrial Park        113,218          100
0483-001                                  1  Beltway 8 @ West Bellfort       157,500          100
0484-001                                  1  Regal Distribution Center       202,559          100
0485-001                                  1  Space Center Industrial Park    264,582          100
0487-001                                  1  Central Park N/W Ph VII         103,485          100
0488-001                                  1  Central Park N/W Ph 6           175,356          100
0489-001                                  1  NASA 1 Business Center          112,495          100
0494-001                                  1  Jester Plaza                    100,686          100
0495-001                                  1  Brookhollow Business Center     132,872          100
0496-001                                  1  Corporate Center Park           118,528          100
0497-001                                  1  Stonecrest Business Center      110,557          100
0513-001                                  1  Bingle Shopping Center           43,716          100
0523-001                                  1  Crestview                         9,007          100
0531-001                                  1  Cypress Station Square          142,151          100
0543-001                                  1  Steeplechase                    193,094          100
0549-340                                340  South Loop Business Park         92,450           50
0552-255                                255  Alabama Shepherd Shopping Ctr.   56,110           50
0557-001                                  1  Railwood                        487,055          100
0558-149                                149  Houston Cold Storage Warehouse  128,752          100
0583-001                                  1  Landmark Shopping Center         55,853          100
0591-001                                  1  River Oaks Shopping Center      234,655          100
0602-239                                239  Phelan West Shopping Center      24,346           67
0603-001                                  1  Phelan West Shopping Center      12,000          100
0605-277                                277  North Park Plaza                140,072           50
0618-001                                  1  River Pointe                     44,792          100
0632-001                                  1  Porterwood Shopping Center       99,015          100
0634-001                                  1  Palmer Plaza                     96,526          100
0662-176                                176  Orleans Station                   5,000          100
0688-001                                  1  Promenade Shopping Center       249,164          100
0703-700                                700  Broadway Shopping Center         75,477          100
0738-700                                700  Tyler Shopping Center            60,330          100
0767-120                                120  Westgate Shopping Center         52,626          100
7110-001                                  1  North Main Place                 17,934          100

ENCUMBERED
0071-001                                  1  Park Plaza Shopping Center      172,068          100
0121-001                                  1  Randall's/El Dorado             119,390          100
0122-001                                  1  Galveston Place                 210,215          100
0131-001                                  1  Northway Shopping Center        210,425          100
0166-001                                  1  Williams Trace Shopping Center  261,925          100
0211-120                                120  Rainbow Plaza                   278,416          100
0318-120                                120  Parkway Pointe                   80,061          100

CALIFORNIA PORTFOLIO
0250-710                                710  Buena Vista Marketplace          90,805          100
0251-710                                710  Centerwood Plaza                 70,992          100
0252-710                                710  Menifee Town Center              79,152          100
0253-710                                710  Ralph's Center                   66,700          100
0254-710                                710  San Marcos Plaza                 35,880          100
0255-710                                710  Westminster Center              411,277          100
0256-710                                710                580 Market Place  100,165          100
0257-710                                710  Arcade Square                    76,497          100
0258-710                                710  Creekside Center                116,229          100
0259-710                                710  Discovery Plaza                  93,398          100
0260-710                                710  Gateway Plaza                   194,817          100
0261-710                                710  Hallmark Town Center             85,066          100
0262-710                                710  Prospector's Plaza              228,345          100
0263-710                                710  Shasta Crossroads               121,334          100
0264-710                                710  Silver Creek Plaza              130,729          100
0265-710                                710  Southampton Center              162,390          100
0266-710                                710  Stony Point Plaza               198,528          100
0267-710                                710  Summerhill Plaza                133,614          100
0268-710                                710  Sunset Shopping Center           85,238          100

ACQUISITIONS
0288-001                                  1  Embassy Lakes Shopping Center   131,719          100
0292-001                                  1  Lincoln Place II                167,822          100
0293-001                                  1  Thousand Oaks Shopping Center   162,864          100
0327-001                                120  Hollywood Hills Plaza            19,115          100
0450-001                                  1  Sears Logistics Dist. Center    402,554          100
0459-285                                285  Atlanta Industrial Park         120,200          100
0465-001                                  1  1801 Massaro                    159,000          100
0498-001                                  1  Siempre Viva Business Park      324,215          100

NEW DEVELOPMENT
0244-176                                176  Prien Lake Plaza                130,430          100
0245-176                                176  Manhattan Plaza                  97,315          100
0247-120                                120  Red Mountain Gateway             69,562          100
0274-001                                  1  Boswell Towne Center             26,241          100
0281-001                                  1  Golden Beach Marketplace         22,300          100
0291-286                                286  Monte Vista Village Center       50,141          100
0363-763                                763  CityCenter Englewood            201,655           50
0611-120                                120  Westland Fair                    53,475          100
0612-120                                120  Westland Fair                   374,052          100

</TABLE>


<PAGE>



<TABLE>
<CAPTION>


                                           SCHEDULE 6.02
                                           Existing Liens


Holder (Servicer)                                           #               Property Name
<S>                                                      <C>       <C>
American General secured by liens on three properties:   0121-001  Randall's/El Dorado
American General Life Texas and                          0131-001  Northway Shopping Center
Variable Annuity Life Insurance                          0166-001  Williams Trace Shopping Center

Mortgages:
New York Life Insurance Company                          0000-258  ANICO Portfolio
Nomura Asset Capital Corporation                         0000-710  California Burnham Properties
LaSalle National Bank (GMAC)                             0211-120  Rainbow Plaza
State Street Bank and Trust Company (John Hancock)       0224-120  Ballwin Plaza
Chase (NorthMarq Capital)                                0234-211  Pavilions at San Mateo
Chase (GMAC)                                             0235-212  Lonestar Pavilion
Bear Stearns Funding, Inc. (Wells Fargo)                 0239-214  Rockwall Market Center
Prudential Insurance Company of America                  0270-120  Bartlett Towne Center
Northwestern Mutual Life Insurance Company               0279-120  Sunset 19 Shopping Center
Archon Financial, L.P. (GMAC)                            0283-157  Pitman Corners
General Electric Capital Corporation (GEMSA)             0286-159  Chino Hills Marketplace
Allstate Life Insurance Company (Carey Kramer)           0289-001  Vizcaya Square Shopping Center
Principal Financial                                      0295-167  Tamiami Trails
U.S. Bank National Association (Orvis)                   0299-185  Fiesta Trails
USG Annuity & Life Company (NorthMarq Capital)           0300-001  Durham Festival
Lutheran Brotherhood (Laureate Capital)                  0311-280  Avent Ferry Shopping Center
General Electric Capital Corporation (Laureate Capital)  0313-281  High House Crossing
Nationwide Life Insurance Company (Laureate Capital)     0318-120  Parkway Pointe
Nationwide Life Insurance Company (Laureate Capital)     0319-280  Six Forks Shopping Center
Lutheran Brotherhood (Laureate Capital)                  0320-280  Stonehenge Market
Wachovia Bank National Association                       0325-161  Falls Pointe Shopping Center
Capital Company of America (GMAC)                        0326-163  Rancho San Marcos Village
Merrill Lynch Mortgage Lending, Inc. (Wachovia)          0327-166  Hollywood Hills Plaza
GEMSA Loan Services, L.P.                                0361-776  Bridges at Smoky Hills
Principal Capital                                        0364-764  Crossing at Stonegate
Bear Stearns Funding, Inc. (Wells Fargo)                 0365-775  Thorncreek Crossing
Bear Stearns Funding, Inc. (Wells Fargo)                 0366-774  Lowry Town Center
Bear Stearns Funding, Inc. (Wells Fargo)                 0368-773  Aurora City Place
CIBC Inc. (GMAC)                                         0391-791  Westminster Plaza
Principal Life Insurance Company                         0498-181  Siempra Viva Business Park
John Hancock Life Insurance Company                      0498-183  Siempra Viva Business Park
John Hancock Life Insurance Company                      0501-501  Highlands Ranch

Industrial Revenue Bonds:
Industrial Revenue Bonds-Phase 1                         0012-001  Westwood Village Shopping Center
Industrial Revenue Bonds-Phase 2                         0012-001  Westwood Village Shopping Center
Industrial Revenue Bonds                                 0122-001  Galveston Place
Industrial Revenue Bonds                                 0071-001  Park Plaza Shopping Center
Industrial Revenue Bonds                                 0192-001  Shawnee Village

Capital Leases:                                          0220-120  Francisco Center
                                                         0221-120  College Park Shopping Center
</TABLE>


<PAGE>



                                  SCHEDULE 6.04

                               CERTAIN INVESTMENTS


WEINGARTEN REALTY INVESTORS 50/50

UNCONSOLIDATED JOINT VENTURES


        Entity Name                         %O/S

Alabama-Shepherd Shopping Center             50
Eastex Venture                               50
South Loop-Long Wayside Company              50
Weingarten/Finger Venture                    50
Weingarten/Maya Tropicana Venture            50
Miller Weingarten Realty, LLC                50


<PAGE>





                                  SCHEDULE 6.08

                              Existing Restrictions



Covenants and restrictions as contained in Weingarten Realty Investors shelf
registration of securities for future issuances and all previously issued Medium
Term Notes.


<PAGE>



                                CREDIT AGREEMENT


                                    EXHIBIT A
                                    ---------


                            ASSIGNMENT AND ASSUMPTION



          This  Assignment  and  Assumption (the "Assignment and Assumption") is
                                                  -------------------------
dated  as  of  the  Effective  Date  set  forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
                                        --------
(the  "Assignee").  Capitalized terms used but not defined herein shall have the
       --------
meanings  given  to  them in the Credit Agreement identified below  (as amended,
the  "Credit  Agreement"),  receipt of a copy of which is hereby acknowledged by
      -----------------
the  Assignee.  The  Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of  this  Assignment  and  Assumption  as  if  set  forth  herein  in  full.

          For an agreed consideration, the Assignor hereby irrevocably sells and
assigns  to  the  Assignee,  and  the  Assignee hereby irrevocably purchases and
assumes  from the Assignor, subject to and in accordance with the Standard Terms
and  Conditions  and  the Credit Agreement, as of the Effective Date inserted by
the  Administrative Agent as contemplated below (i) all of the Assignor's rights
and  obligations  in its capacity as a Lender under the Credit Agreement and any
other  documents or instruments delivered pursuant thereto to the extent related
to  the  amount  and  percentage  interest  identified  below  of  all  of  such
outstanding  rights  and  obligations  of  the  Assignor  under  the  respective
facilities  identified  below  (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be  assigned  under  applicable law, all claims, suits, causes of action and any
other  right  of  the Assignor (in its capacity as a Lender) against any Person,
whether  known  or  unknown,  arising  under  or  in  connection with the Credit
Agreement,  any other documents or instruments delivered pursuant thereto or the
loan  transactions  governed thereby or in any way based on or related to any of
the  foregoing,  including  contract  claims,  tort  claims, malpractice claims,
statutory  claims and all other claims at law or in equity related to the rights
and  obligations  sold and assigned pursuant to clause (i) above (the rights and
obligations  sold  and  assigned  pursuant  to  clauses (i) and (ii) above being
referred  to  herein  collectively  as  the "Assigned Interest").  Such sale and
                                             -----------------
assignment is without recourse to the Assignor and, except as expressly provided
in  this  Assignment  and  Assumption, without representation or warranty by the
Assignor.


1.     Assignor:          ______________________________


2.     Assignee:          ______________________________
                          [and is an Affiliate/Approved Fund of
                          [identify Lender]]


3.     Borrower:          Weingarten Realty Investors


<PAGE>



4.     Administrative  Agent:      JPMorgan  Chase  Bank,  as the administrative
agent  under  the  Credit  Agreement


5.     Credit  Agreement:     The Amended and Restated Credit Agreement dated as
of _______, 2003 among Weingarten Realty Investors, the Lenders parties thereto,
JPMorgan  Chase  Bank,  as  Administrative  Agent,  and the other agents parties
thereto


6.      Assigned Interest:




<TABLE>
<CAPTION>

                   Aggregate Amount of       Amount of      Percentage Assigned
                     Commitment/Loans    Commitment/Loans            of
Facility Assigned    for all Lenders         Assigned         Commitment/Loans
-----------------  --------------------  -----------------  --------------------
<S>                <C>                   <C>                <C>

                   $                     $                                     %
-----------------  --------------------  -----------------  --------------------
                   $                     $                                     %
-----------------  --------------------  -----------------  --------------------
                   $                     $                                     %
-----------------  --------------------  -----------------  --------------------

</TABLE>


  Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g. "Revolving
Commitment," "Tranche A Commitment," "Tranche B Commitment," etc.)

  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.


Effective  Date:   _____________  ___,  20___  [TO BE INSERTED BY ADMINISTRATIVE
AGENT  AND  WHICH  SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER  THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:



                              ASSIGNOR
                              --------

                              [NAME OF ASSIGNOR]


                              By:______________________________
                                 Title:




                              ASSIGNEE
                              --------

                              [NAME OF ASSIGNEE]


                              By:______________________________
                                 Title:


<PAGE>



[Consented to and] Accepted:

JPMORGAN CHASE BANK, as

  Administrative Agent



By_________________________________

  Title:





[Consented to:]

[NAME OF RELEVANT PARTY]



BY________________________________

  TITLE:


<PAGE>



                                                                         ANNEX 1


                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

          1.  Representations and Warranties.
              ------------------------------

          1.1   Assignor.  The  Assignor (a) represents and warrants that (i) it
                --------
is  the  legal  and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest  is  free and clear of any lien, encumbrance or other adverse claim and
(iii)  it  has  full power and authority, and has taken all action necessary, to
execute  and  deliver  this  Assignment  and  Assumption  and  to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to  (i)  any  statements, warranties or representations made in or in connection
with  the  Credit  Agreement  or  any  other  Loan Document, (ii) the execution,
legality,  validity,  enforceability,  genuineness,  sufficiency or value of the
Loan  Documents  or  any collateral thereunder, (iii) the financial condition of
the  Borrower,  any  of  its  Subsidiaries  or  Affiliates  or  any other Person
obligated  in respect of any Loan Document or (iv) the performance or observance
by  the  Borrower,  any of its Subsidiaries or Affiliates or any other Person of
any  of  their  respective  obligations  under  any  Loan  Document.

          1.2.  Assignee.  The  Assignee (a) represents and warrants that (i) it
                --------
has full power and authority, and has taken all action necessary, to execute and
deliver  this  Assignment  and  Assumption  and  to  consummate the transactions
contemplated  hereby  and to become a Lender under the Credit Agreement, (ii) it
satisfies  the  requirements, if any, specified in the Credit Agreement that are
required  to  be  satisfied  by it in order to acquire the Assigned Interest and
become  a  Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of  the  Assigned  Interest,  shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most  recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable,  and  such  other  documents  and  information  as  it  has  deemed
appropriate  to  make  its  own  credit analysis and decision to enter into this
Assignment  and Assumption and to purchase the Assigned Interest on the basis of
which  it has made such analysis and decision independently and without reliance
on  the  Administrative  Agent  or  any other Lender, and (v) if it is a Foreign
Lender,  attached to the Assignment and Assumption is any documentation required
to  be  delivered  by  it  pursuant  to  the terms of the Credit Agreement, duly
completed  and  executed  by  the  Assignee;  and  (b)  agrees that (i) it will,
independently  and without reliance on the Administrative Agent, the Assignor or
any  other  Lender, and based on such documents and information as it shall deem
appropriate  at the time, continue to make its own credit decisions in taking or
not  taking  action  under  the  Loan  Documents,  and  (ii)  it will perform in
accordance  with  their  terms  all of the obligations which by the terms of the
Loan  Documents  are  required  to  be  performed  by  it  as  a  Lender.

          2.   Payments.    From  and  after  the  Effective  Date,  the
               --------
Administrative Agent shall make all payments in respect of the Assigned Interest
(including  payments  of  principal,  interest,  fees  and other amounts) to the
Assignor  for amounts which have accrued to but excluding the Effective Date and
to  the  Assignee  for  amounts  which have accrued from and after the Effective
Date.

          3.  General  Provisions.  This  Assignment  and  Assumption  shall  be
              -------------------
binding  upon,  and  inure  to  the  benefit  of,  the  parties hereto and their
respective  successors  and  assigns.  This  Assignment  and  Assumption  may be
executed  in  any  number  of  counterparts, which together shall constitute one
instrument.  Delivery  of  an  executed  counterpart of a signature page of this
Assignment  and  Assumption  by  telecopy  shall  be  effective as delivery of a
manually  executed  counterpart  of  this  Assignment  and  Assumption.  This
Assignment  and  Assumption  shall  be  governed by, and construed in accordance
with,  the  law  of  the  State  of  Texas.


<PAGE>



                                CREDIT AGREEMENT

                                    EXHIBIT B
                                    ---------

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------

                                     [Date]

JPMorgan Chase Bank,
as Administrative Agent
712 Main Street
Houston, Texas  77002

Attn:  Manager, Real Estate Group

Re:     Weingarten Realty Investors
        Compliance Certificate for _______ through __________

Dear Ladies and Gentlemen:

     This  Compliance Certificate is made with reference to that certain Amended
and  Restated  Credit  Agreement dated as of ________________, 2003 (as amended,
supplemented  or  otherwise modified from time to time, the "Credit Agreement"),
among  Weingarten  Realty Investors (the "Borrower"), the financial institutions
party  thereto,  as  lenders,  and JPMorgan Chase Bank, as Administrative Agent.
All  capitalized  terms  used  in  this  Compliance  Certificate  (including any
attachments  hereto)  and  not  otherwise defined in this Compliance Certificate
shall  have  the meanings set forth for such terms in the Credit Agreement.  All
Section  references  herein  shall  refer  to  the  Credit  Agreement.

     I  hereby  certify that I am the [Vice President of Capital Markets] [chief
financial  officer]  [principal  accounting officer] [treasurer] [controller] of
Weingarten  Realty  Investors, and that I make this Certificate on behalf of the
Borrower.  I  further represent and certify on behalf of the Borrower as follows
as  of  the  date  of  this  Compliance  Certificate:

          I have reviewed the terms of the Loan Documents and have made, or have
          caused  to be made under my supervision, a review in reasonable detail
          of  the  transactions  and  consolidated  and  consolidating financial
          condition  of the Borrower and its Subsidiaries, during the accounting
          period  (the  "Reporting  Period")  covered  by  the financial reports
          delivered  simultaneous  herewith  pursuant to Section 5.01[(a)][(b)],
          and  that such review has not disclosed the existence during or at the
          end  of such Reporting Period (and that I do not have knowledge of the
          existence  as  at  the  date  hereof)  of any condition or event which
          constitutes  a Default or Event of Default.Alternatively, if a Default
          or  Event  of Default existed or exists, specify the nature and period
          of  existence  thereof  and  what  action  the  Borrower or any of its
          Subsidiaries  has  taken,  is taking and proposes to take with respect
          thereto.

               Attached  hereto  as  (x)  Schedule  A-1  is a list of the assets
          that  comprise  the  Pool  as of the last day of the Reporting Period,
          including  identification of Real Property and Partial Subsidiary Real
          Property,  Value and Occupancy Level and (y) Schedule A-2 is a list of
          the  assets  that  were  identified  as  being in the Pool in the last
          Compliance  Certificate  and that are no longer qualified to be in the
          Pool  as  of  the  last  day  of  the  Reporting  Period.


               Attached  hereto  as Schedule B  is a  schedule  of  the  amount,
          maturity,  interest  rate  and  amortization  requirements  for  the
          outstanding  Indebtedness  of Borrower and its Subsidiaries. As of the
          last  day  of  the  Reporting  Period,  the amount of Indebtedness was
          $_____________, the amount of Secured Debt was $_____________, and the
          amount  of  Indebtedness  other  than Secured Debt was $_____________.

               Attached  hereto as (x) Schedule C-1 is a detailed calculation of
          Interest  Expense  for  the  Reporting  Period,  which  amount  was
          $__________,  (y)  Schedule  C-2 is a detailed calculation of Interest
          Expense  on  Indebtedness  other  than  Secured Debt for the Reporting
          Period,  which  amount  was  $__________,  and  (z)  Schedule C-3 is a
          detailed  calculation  of the Interest Expense, principal paid and due
          and  payable  on  Indebtedness,  and  cash  dividends  payable  on the
          Borrower's  preferred stock for the Reporting Period, which aggregated
          $__________.

               Attached  hereto  as Schedule D is a detailed calculation of
          EBITDA  for  the  Reporting  Period,  which  amount  was $___________.

As of the last day of the Reporting Period:

1.     Secured  Debt  to  Total  Asset  Value  Ratio

      (a)    Indebtedness  secured  by  a  Lien  and  any
             Indebtedness of  any  non-Guarantor  Subsidiary        $___________
      (b)    Net  Operating  Income  for  properties  that
             have  reached  the Stabilization  Date  and
             owned  during the most recent 12 months full
             period (based on last 6 months, multiplied by 2)       $___________
      (c)    Capital  Expenditure  Reserve                          $___________
      (d)    (b) - (c)  /  .0900                                    $___________
      (e)    Historical Value of  properties acquired  during
             the  most  recent  12 months  period or that are
             completed but have not reached the Stabilization
             Date                                                   $___________
      (f)    Historical  Value  of  properties  under
             construction or development (limited  to
             15%  of  Total  Asset  Value)                          $___________
      (g)    Historical  Value  of  undeveloped  land               $___________
             (limited  to  10%  of  Total  Asset  Value)
      (h)    Value  ((d)  +  (e)  +  (f)  +  (g))                   $___________
      (i)    Cash and  cash equivalents  excluding tenant
             security  and  other  restricted  deposits             $___________
      (j)    Investments  in  real  estate  related
             Unconsolidated Affiliates  (limited to 10%
             of Total  Asset  Value)                                $___________
      (k)    Investments in mortgages and notes receivable
             (limited  to  10%  of  Total  Asset  Value
             and  5%  of  Total Asset  Value  if  Borrower
             has  no  ownership  interest)                          $___________
      (l)    Total Asset Value  ((h)  +  (i)  +  (j)  +  (k))       $___________
      (m)    Secured Debt to Total Asset Value Ratio                 _________%
             (as a percentage,  (a)  /  (l)) 2

2.    Interest  Coverage  Ratio

      (a)    Borrower's  EBITDA                                     $___________
      (b)    Interest  Expense                                      $___________
      (c)    Interest  Coverage  RatioPursuant  to
             Section 5.02(b), must not be less
             than  2.25  to  1.00.                                 ______ : 1.00

3.    Fixed  Charge  Coverage  Ratio  Calculation:

      (a)    Borrower's  EBITDA                                     $___________
      (b)    Capital  Expenditure  Reserve                          $___________
             (attach quarterly average calculation)
      (c)    (a)  -  (b)                                            $___________
      (d)    Principal  paid  and  due  and  payable  plus          $___________
             Interest  Expense  plus  cash  dividends
             on  preferred  stock
      (e)    Fixed  Charge  Coverage  Ratio  ((c) to (d))
             Pursuant to Section 5.02(c), must  not  be
             less  than  1.75  to  1.00.                          _______ : 1.00

4.     Net  Worth  Calculation:

      (a)    Total  Asset  Value                                    $___________
      (b)    Indebtedness                                           $___________
      (c)    Net  Worth  Pursuant  to  Section  5.02(d),
             must  not  be  less than $1,600,000,000,
             plus 50% of the net proceeds of equity
             offerings after the date of the Credit Agreement.      $___________

5.    Unencumbered  Interest  Coverage  Ratio

      (a)    Net  Operating  Income  for  Qualified  Real
             Property in the Pool, less Capital Expenditure
             Reserve  for  each  such  property                     $___________
      (b)    Interest  Expense  on  unsecured  debt                 $___________
      (c)    Unencumbered  Interest  Coverage Ratio
             ((a) to (b)) Pursuant to Section  5.02(e),
             must  not  be  less  than  2.25  to  1.00.           ______  : 1.00

6.    Debt  to  Total  Asset  Value  Ratio  Calculation:

      (a)     Indebtedness                                          $___________
      (b)     Total  Asset  Value                                   $___________
      (c)     Debt  to Total Asset Value Ratio
              Pursuant to Section 5.02(f), cannot
              exceed  fifty-five  percent  (55%).                      _______%

7.    Asset  Maintenance  Calculation

      (a)     (i)    Pool  Value
                     (attach  list  of  assets)                     $___________
              (ii)   Outstanding  unsecured  Indebtedness           $___________
              (iii)  Indebtedness secured by Encumbered
                     Pool Property                                  $___________
              (iv)   (ii) + (iii)                                   $___________
                                                                          x 1.60
                                                                        --------
              (v)    Minimum  Pool  Value                           $___________

      (b)     Occupancy Level of the Real Property
              in the Pool  Pursuant to Section
              5.12.A(c),  must  not  be  less  than
              eighty-five percent (85%).                               ________%

      (c)     (i)    Pool  Value                                     $__________
              (ii)   Value  of  the  Pool  consisting  of
                     Eligible  Ground  Leases                        $__________
              (iii)  (ii)  /  (i), expressed as a percentage
                     Pursuant to Section 5.12.B(a),  must
                     not  exceed  ten  percent  (10%).                 ________%

      (d)     (i)    Pool  Value                                     $__________
              (ii)   Value of the Pool consisting of
                     Encumbered Pool Property                        $__________
              (iii)  (ii)  /  (i), expressed as a percentage
                     Pursuant to Section 5.12.B (b), must not
                     exceed twenty percent (20%)                         ______%

      (e)     (i)    Pool Value                                      $__________
              (ii)   Value of the Pool consisting of
                     Development  Property and Unseasoned
                     Property                                        $__________
              (iii)  (ii)  /  (i), express as a percentage
                     Pursuant to Section 5.12.B(c), must
                     not exceed fifteen percent (15%)                  ________%

      (f)     (i)    Pool Value                                      $__________
              (ii)   Value of the Pool consisting of Pool
                     Permitted Investments and Mortgage
                     Notes _________                                 $__________
              (iii)  (ii)  /  (i), express as a percentage            _________%
                     Pursuant to Section 5.12B(d), must not
                     exceed ten percent (10%)

      (g)     (i)    Pool Value                                      $__________
              (ii)   Value of the Pool consisting of
                     Encumbered Pool Property, Development
                     Property, Unseasoned Property, Pool
                     Permitted Investments and Mortgage Notes        $__________

              (iii)  (ii)  /  (i), express as a percentage
                     Pursuant to Section 5.12B(e), must not
                     exceed forty percent (40%)                       _________%

      (h)     (i)    Value  of  Pool                                 $__________
              (ii)   Value of  Partial Subsidiary Real Property      $__________
              (iii)  (ii)  /  (i),  expressed  as  a
                     percentage Pursuant to Section
                     5.12.C(a),  must  not  exceed
                     ten  percent  (10%).                              ________%

8.    Debt  Limitation

      Secured Debt, not including Non-recourse Debt
      Pursuant to Section 6.01, must  not  exceed
      $125,000,000.                                                 $___________

9.    Investment  Limitations
      (a)     (i)    Investments in Unconsolidated
                     Affiliates  and  other  REITS                  $___________
              (ii)   Total  Asset  Value                            $___________
              (ii    (i)  /  (ii), expressed as a percentage
                     Pursuant  to Section 6.04(c),  cannot
                     exceed  ten  percent  (10%)  of  the
                     Total  Asset  Value.                              ________%
      (b)      (i)    Investments  in  mortgages  and  notes
                     receivable                                      $__________
              (ii)   Total  Asset  Value                             $__________
              (iii)  (i)   (ii),  expressed  as  a  percentage
                     Pursuant to Section 6.04(d)  (i),  cannot
                     exceed  ten  percent  (10%)  of  Total
                     Asset  Value.                                     ________%
      (c)     (i)    Investments  in  mortgages  and  notes
                     receivable  if  Borrower has no ownership
                     interest                                        $__________
              (ii)   Total  Asset  Value                             $__________
              (iii)  (i)  /  (ii), expressed as a percentage
                     Pursuant to Section 6.04(d)(ii),  cannot
                     exceed  five  percent  (5%)  of  Total
                     Asset  Value.                                     ________%
      (d)     (i)    Investments  in  undeveloped  land              $__________
              (ii)   Total  Asset  Value                             $__________
              (iii)  (i)  /  (ii),  expressed  as  a
                     percentage Pursuant to Section 6.04(e),
                     cannot  exceed  ten  percent  (10%)
                     of  Total  Asset  Value.                          ________%


<PAGE>



      (e)     (i)    Investments in property under construction
                     or   development                                $__________
              (ii)   Total  Asset  Value                             $__________
              (iii)  (i)  /  (ii),  expressed  as  a  percentage
                     Pursuant  to Section  6.04(g),  cannot
                     exceed  fifteen  percent  (15%) of
                     Total Asset Value.                                ________%

      (f)     (i)    Investments  in  Real  Property  not
                     constituting Retail  Property  or
                     undeveloped  land                               $__________
              (ii)   Total  Asset  Value                             $__________
              (iii)  (i)  /  (ii),  expressed as a percentage          ________%

      (g)     (i)    Investments  in  undeveloped  land,
                     Unconsolidated Affiliates  and  other
                     REITS,  property  under  construction
                     or  development,  mortgages  and notes
                     receivable  and  certain  securities            $__________
              (ii)   Total  Asset  Value                             $__________

              (iii)  (i)  /  (ii), expressed as a percentage
                     Pursuant to Section 6.04,  cannot  exceed
                     thirty-five  percent  (35%)  of  Total
                     Asset  Value.                                     ________%

10.   Restricted  Payments

      (a)     Restricted  Payments  for  Reporting  Period
              and  preceding 3  quarters  (cannot  exceed
              95%  of  (b))                                          $__________
      (b)     Funds  from  Operations  plus  capital  gains          $__________


<PAGE>


     This  Compliance Certificate has been executed and delivered as of the date
set  forth  above.


                                      WEINGARTEN REALTY INVESTORS



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


<PAGE>



                                CREDIT AGREEMENT



                                   EXHIBIT C
                                   ---------



                                FORM OF GUARANTY
                                ----------------



     THIS  GUARANTY  dated as of _______________, 2003 executed and delivered by
each  of  the  undersigned,  whether  one  or more, (all each a "Guarantor" and,
collectively,  the  "Guarantors"),  in  favor of (a) JPMORGAN CHASE BANK, in its
capacity  as  Administrative  Agent  (the  "Agent")  for  the Lenders under that
certain Amended and Restated Credit Agreement dated as of _______________, 2003,
by  and  among  WEINGARTEN  REALTY  INVESTORS  (the  "Borrower"),  the financial
institutions  party  thereto  and  their  assignees in accordance therewith (the
"Lenders"), and the Agent (as the same may be amended, restated, supplemented or
otherwise  modified  from time to time in accordance with its terms, the "Credit
Agreement")  and  (b)  the  Lenders.

     WHEREAS,  pursuant to the Credit Agreement, the Lenders have made available
to the Borrower certain financial accommodations on the terms and conditions set
forth  in  the  Credit  Agreement;

     WHEREAS,  each  Guarantor  is  a [wholly owned Subsidiary] of the Borrower;
                                       -----------------------

     WHEREAS,  the  Borrower,  each  Guarantor and the other Subsidiaries of the
Borrower,  though  separate legal entities, are mutually dependent on each other
in  the  conduct  of  their respective businesses as an integrated operation and
have determined it to be in their mutual best interests to obtain financing from
the  Agent  and  the  Lenders  through  their  collective  efforts;

     WHEREAS,  each  Guarantor  acknowledges  that  it  will  receive direct and
indirect  benefits  from  the  Agent  and  the  Lenders  making  such  financial
accommodations  available  to  the  Borrower  under  the  Credit  Agreement and,
accordingly,  each  Guarantor is willing to guarantee the Borrower's obligations
to  the  Agent and the Lenders on the terms and conditions contained herein; and

     WHEREAS, each Guarantor's execution and delivery of this Guaranty is one of
the  conditions  precedent to the Agent and the Lenders making, or continuing to
make,  such  financial  accommodations  to  the  Borrower.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which are hereby acknowledged by each Guarantor, each Guarantor
agrees  as  follows:

     Section  1.  Guaranty.   Each  Guarantor  hereby  absolutely  and
                  --------
unconditionally  guaranties  the due and punctual payment and performance of all
of  the  following when due (collectively referred to as the "Obligations"): (a)
all  indebtedness and obligations owing by the Borrower to any of the Lenders or
the  Agent  under  or in connection with the Credit Agreement and any other Loan
Document,  including  without  limitation, the repayment of all principal of the
Loans  made  by  the  Lenders to the Borrower under the Credit Agreement and the
payment  of  all  interest,  fees,  charges, reasonable attorneys fees and other
amounts  payable  to  any  Lender  or  the  Agent  thereunder  or  in connection
therewith;  (b)  any  and all extensions, renewals, modifications, amendments or
substitutions  of  the  foregoing;  and  (c)  all  expenses,  including, without
limitation,  reasonable  attorneys' fees and disbursements, that are incurred by
the  Lenders  or  the  Agent  in  the enforcement of any of the foregoing or any
obligation  of  such  Guarantor  hereunder.

     Section  2.  Guaranty of Payment and Not of Collection.  This Guaranty is a
                  -----------------------------------------
guaranty of payment, and not of collection, and a debt of each Guarantor for its
own  account.  Accordingly,  the Lenders and the Agent shall not be obligated or
required before enforcing this Guaranty against any Guarantor: (a) to pursue any
right  or  remedy  the  Lenders  or the Agent may have against the Borrower, any
other  Guarantor  or  any  other Person or commence any suit or other proceeding
against  the  Borrower,  any other Guarantor or any other Person in any court or
other  tribunal;  (b)  to  make  any claim in a liquidation or bankruptcy of the
Borrower,  any other Guarantor or any other Person; or (c) to make demand of the
Borrower,  any  other  Guarantor  or  any  other Person or to enforce or seek to
enforce or realize upon any collateral security held by the Lenders or the Agent
which  may  secure  any  of  the Obligations. In this connection, each Guarantor
hereby  waives  the  right  of  such  Guarantor  to  require  any  holder of the
Obligations  to  take  action  against  the  Borrower  as  provided by any legal
requirement  of  any  Governmental  Authority.

     Section  3.  Guaranty  Absolute.  Each  Guarantor  guarantees  that  the
                  ------------------
Obligations  will be paid strictly in accordance with the terms of the documents
evidencing  the  same,  regardless  of any legal requirement now or hereafter in
effect  in  any  jurisdiction  affecting  any of such terms or the rights of the
Agent or the Lenders with respect thereto. The liability of each Guarantor under
this  Guaranty  shall be absolute and unconditional in accordance with its terms
and  shall  remain  in full force and effect without regard to, and shall not be
released,  suspended,  discharged,  terminated  or  otherwise  affected  by, any
circumstance or occurrence whatsoever (other than the full and final payment and
performance  of  the  Obligations), including, without limitation, the following
(whether  or  not  such  Guarantor  consents  thereto  or  has  notice thereof):

     (a)     (i)  any  change  in the amount, interest rate or due date or other
term  of any of the Obligations; (ii) any change in the time, place or manner of
payment  of all or any portion of the Obligations; (iii) any amendment or waiver
of,  or  consent  to the departure from or other indulgence with respect to, the
Credit  Agreement,  any other Loan Document, or any other document or instrument
evidencing  or  relating  to  any  Obligations;  or  (iv)  any  waiver, renewal,
extension,  addition, or supplement to, or deletion from, or any other action or
inaction  under  or  in  respect of, the Credit Agreement, any of the other Loan
Documents,  or  any  other  documents, instruments or agreements relating to the
Obligations  or  any  other  instrument  or  agreement  referred  to  therein or
evidencing  any  Obligations  or  any  assignment  or  transfer  of  any  of the
foregoing;

     (b)     any lack of validity or enforceability of the Credit Agreement, any
of  the  other  Loan  Documents,  or any other document, instrument or agreement
referred to therein or evidencing any  Obligations or any assignment or transfer
of  any  of  the  foregoing;

     (c)     any  furnishing to the Agent or the Lenders of any security for the
Obligations,  or any sale, exchange, release or surrender of, or realization on,
any  collateral  security  for  the  Obligations;

     (d)     any  settlement  or  compromise  of  any  of  the  Obligations, any
security  therefor,  or  any  liability  of  any other party with respect to the
Obligations,  or  any  subordination  of  the  payment of the Obligations to the
payment  of  any  other  liability  of  the  Borrower;

     (e)     any  bankruptcy,  insolvency,  reorganization,  composition,
adjustment,  dissolution,  liquidation  or other like proceeding relating to any
other  Guarantor,  the  Borrower  or  any other Person, or any action taken with
respect  to  this  Guaranty  by any trustee or receiver, or by any court, in any
such  proceeding;

     (f)     any  nonperfection of any security interest or other Lien on any of
the  collateral  securing  any  of  the  Obligations;

     (g)     any act or failure to act by the Borrower or any other Person which
may  adversely  affect  such Guarantor's subrogation rights, if any, against the
Borrower  to  recover  payments  made  under  this  Guaranty;

     (h)     any  application  of  sums paid by the Borrower or any other Person
with  respect  to  the  liabilities of the Borrower to the Agent or the Lenders,
regardless  of  what  liabilities  of  the  Borrower  remain  unpaid;

     (i)     any  defect, limitation or insufficiency in the borrowing powers of
the  Borrower  or  in  the  exercise  thereof;  or

     (j)     any  other  circumstance which might otherwise constitute a defense
available  to,  or  a  discharge  of,  any  Guarantor  hereunder.

     Section  4.  Action  with Respect to Obligations. The Lenders and the Agent
                  -----------------------------------
may  in accordance with the Credit Agreement, at any time and from time to time,
without the consent of, or notice to, any Guarantor, and without discharging any
Guarantor  from  its obligations hereunder take any and all actions described in
Section  3  and  may otherwise: (a) amend, modify, alter or supplement the terms
 ---------
of  any  of  the  Obligations,  including,  but  not  limited  to,  extending or
shortening  the  time  of payment of any of the Obligations or the interest rate
that  may  accrue  on  any  of  the  Obligations;  (b)  amend,  modify, alter or
supplement  the Credit Agreement or any other Loan Document; (c) sell, exchange,
release  or otherwise deal with all, or any part, of any collateral securing any
of  the Obligations; (d) release any Person liable in any manner for the payment
or  collection of the Obligations; (e) exercise, or refrain from exercising, any
rights  against the Borrower or any other Person (including, without limitation,
any  other  Guarantor);  and  (f)  apply  any sum, by whomsoever paid or however
realized,  to  the  Obligations  in such order as the Lenders or the Agent shall
elect  in  accordance  with  the  Credit  Agreement.

     Section 5.  Representations and Warranties.  Each Guarantor hereby makes to
                 ------------------------------
the  Agent and the Lenders all of the representations and warranties made by the
Borrower  with respect to or in any way relating to such Guarantor in the Credit
Agreement  and the other Loan Documents, as if the same were set forth herein in
full.

     Section  6. Covenants.  Each Guarantor will comply with all covenants which
                 ---------
the  Borrower  is  to cause such Guarantor to comply with under the terms of the
Credit  Agreement  or  any  other  Loan  Documents.

     Section  7.  Waiver.  Each  Guarantor,  to  the fullest extent permitted by
                  ------
applicable  law,  hereby  waives notice of acceptance hereof or any presentment,
demand,  protest  or notice of any kind, and any other act or thing, or omission
or  delay  to  do  any  other act or thing, which in any manner or to any extent
might  vary  the  risk  of  such  Guarantor  or which otherwise might operate to
discharge  such  Guarantor  from  its  obligations  hereunder.

     Section  8.  Inability to Accelerate Loan.  If the Agent and/or the Lenders
                  ----------------------------
are  prevented  from  demanding or accelerating payment thereof by reason of any
automatic  stay  or otherwise, the Agent and/or the Lenders shall be entitled to
receive  from  each  Guarantor,  upon  demand therefor, the sums which otherwise
would  have  been  due  had  such  demand  or  acceleration  occurred.

     Section  9.  Reinstatement of Obligations.  Each Guarantor agrees that this
                  ----------------------------
Guaranty  shall  continue  to be effective or be reinstated, as the case may be,
with  respect  to any Obligations if at any time payment of any such Obligations
is  rescinded or otherwise must be restored by the Agent and/or the Lenders upon
the  bankruptcy or reorganization of the Borrower or any Guarantor or otherwise.

     Section  10.  Subrogation.  Until  all  of  the Obligations shall have been
                   -----------
indefeasibly  paid  in full, any right of subrogation a Guarantor may have shall
be  subordinate to the rights of Agent and the Lenders and each Guarantor hereby
waives  any  right  to enforce any remedy which the Agent and/or the Lenders now
have  or  may  hereafter  have  against  the Borrower, and each Guarantor hereby
waives  any  benefit  of,  and  any  right  to  participate  in, any security or
collateral  given  to the Agent and the Lenders to secure payment or performance
of  any  of  the  Obligations.

     Section  11.  Payments  Free and Clear.  All sums payable by each Guarantor
                   ------------------------
hereunder  shall  be  made  free  and  clear  of  and  without deduction for any
Indemnified  Taxes  (as  defined  in  the  Credit  Agreement) or Other Taxes (as
defined  in  the  Credit  Agreement);  provided  that  if any Guarantor shall be
                                       --------
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i)  the  sum  payable  shall be increased as necessary so that after making all
required  deductions (including deductions applicable to additional sums payable
under this Section), the Agent, Lender or Issuing Bank (as defined in the Credit
Agreement)  (as  the  case  may be) receives an amount equal to the sum it would
have  received  had no such deductions been made; (ii) such Guarantor shall make
such  deductions; and (iii) such Guarantor shall pay the full amount deducted to
the  relevant  Governmental  Authority  (as  defined in the Credit Agreement) in
accordance  with  applicable  law.

     Section  12.  Set-off.  In  addition to any rights now or hereafter granted
                   -------
under  applicable  law  and  not  by  way of limitation of any such rights, each
Lender  is  hereby  authorized at any time and from time to time, to the fullest
extent  permitted  by law, to set off and apply any and all deposits (general or
special,  time  or  demand,  provisional  or  final)  at any time held and other
obligations at any time owing by such Lender to or for the credit or the account
of any Guarantor against any of and all the obligations of such Guarantor now or
hereafter existing under this Guaranty held by such Lender then due and payable.
Each  Guarantor  agrees,  to  the  fullest extent it may effectively do so under
applicable  law,  that  any  holder of a participation in a Note, whether or not
acquired  pursuant  to  the  applicable  provisions of the Credit Agreement, may
exercise  rights of setoff or counterclaim and other rights with respect to such
participation  as  fully  as  if  such  holder  of a participation were a direct
creditor  of  such  Guarantor  in  the  amount  of  such  participation.

     Section 13.  Subordination.   Each Guarantor hereby expressly covenants and
                  -------------
agrees  for  the  benefit  of the Agent and the Lenders that all obligations and
liabilities of the Borrower or any other Guarantor to such Guarantor of whatever
description,  including without limitation, all intercompany receivables of such
Guarantor  from  the  Borrower or any other Guarantor (collectively, the "Junior
Claims") shall be subordinate and junior in right of payment to all Obligations;
provided,  however,  that  payment  thereof  may  be made so long as no Event of
Default shall have occurred and be continuing. If an Event of Default shall have
occurred  and  be  continuing,  then  no  Guarantor  shall  accept any direct or
indirect payment (in cash, property, securities by setoff or otherwise) from the
Borrower or any other Guarantor on account of or in any manner in respect of any
Junior  Claim  until all of the Obligations have been indefeasibly paid in full.

     Section  14. Avoidance Provisions.  It is the intent of each Guarantor, the
                  --------------------
Agent  and  the  Lenders  that  in  any  Proceeding,  such  Guarantor's  maximum
obligation hereunder shall equal, but not exceed, the maximum amount which would
not  otherwise  cause  the obligations of such Guarantor hereunder (or any other
obligations  of  such Guarantor to the Agent and the Lenders) to be avoidable or
unenforceable  against  such  Guarantor  in  such  Proceeding  as  a  result  of
applicable  law, including without limitation, (a) Section 548 of the Bankruptcy
Code  of  1978,  as amended (the "Bankruptcy Code") and (b) any state fraudulent
transfer  or  fraudulent  conveyance  act or statute applied in such Proceeding,
whether  by  virtue  of  Section  544  of  the Bankruptcy Code or otherwise. The
applicable  laws  under  which the possible avoidance or unenforceability of the
obligations  of  such  Guarantor  hereunder  (or  any  other obligations of such
Guarantor  to  the  Agent  and  the  Lenders)  shall  be  determined in any such
Proceeding  are  referred  to as the "Avoidance Provisions." Accordingly, to the
extent  that  the  obligations  of  any  Guarantor  hereunder would otherwise be
subject to avoidance under the Avoidance Provisions, the maximum Obligations for
which  such  Guarantor shall be liable hereunder shall be reduced to that amount
which,  as  of  the time any of the Obligations are deemed to have been incurred
under the Avoidance Provisions, would not cause the obligations of any Guarantor
hereunder  (or  any  other  obligations  of  such Guarantor to the Agent and the
Lenders),  to  be  subject  to  avoidance  under  the Avoidance Provisions. This
Section  is  intended solely to preserve the rights of the Agent and the Lenders
hereunder  to  the  maximum  extent  that would not cause the obligations of any
Guarantor  hereunder  to be subject to avoidance under the Avoidance Provisions,
and  no  Guarantor nor any other Person shall have any right or claim under this
Section  as  against  the  Agent  and  the  Lenders  that would not otherwise be
available  to  such  Person  under  the  Avoidance  Provisions.

     Section  15.  Information.   Each  Guarantor assumes all responsibility for
                   -----------
being and keeping itself informed of the financial condition of the Borrower, of
the  other  Guarantors  and  of all other circumstances bearing upon the risk of
nonpayment  of  any  of  the Obligations and the nature, scope and extent of the
risks  that such Guarantor assumes and incurs hereunder, and agrees that none of
the  Agent  or any Lender shall have any duty whatsoever to advise any Guarantor
of  information  regarding  such  circumstances  or  risks.

     Section  16.  Governing  Law.  THIS  GUARANTY  SHALL  BE  GOVERNED  BY, AND
                   --------------
CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS  OF  THE  STATE  OF  TEXAS.

     SECTION  17.   JURISDICTION,  VENUE.
                    --------------------

     (a)     EACH  GUARANTOR  AGREES  THAT  THE  FEDERAL  DISTRICT  COURT OF THE
SOUTHERN  DISTRICT  OF  TEXAS, HOUSTON DIVISION, OR, AT THE OPTION OF THE AGENT,
ANY  STATE  COURT  LOCATED  IN  HARRIS  COUNTY,  TEXAS  SHALL  HAVE NONEXCLUSIVE
JURISDICTION  TO  HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY
GUARANTOR, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO
THIS  GUARANTY  OR  ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM  OR  ANY  COLLATERAL. EACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE  TO  SUCH  JURISDICTION  IN  ANY  ACTION OR PROCEEDING COMMENCED IN SUCH
COURTS.  THE  CHOICE  OF  FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO
PRECLUDE  THE  BRINGING  OF  ANY  ACTION  BY  THE  AGENT  OR  ANY  LENDER OR THE
ENFORCEMENT  BY  THE  AGENT OR ANY LENDER IN ANY OTHER APPROPRIATE JURISDICTION.
FURTHER,  EACH  GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE  LAW,  ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF  THE  VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY  SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

     (b)     THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH  A  FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE
THE  PAYMENT OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER
THE  OTHER  LOAN  DOCUMENTS  AND  THE  TERMINATION  OF  THIS  GUARANTY.

     Section  18.  Loan  Accounts.  The  Agent  may  maintain books and accounts
                   --------------
setting forth the amounts of principal, interest and other sums paid and payable
with  respect to the Obligations, and in the case of any dispute relating to any
of  the  outstanding  amount, payment or receipt of Obligation or otherwise, the
entries  in  such  account  shall  be  binding  upon  each  Guarantor  as to the
outstanding  amount  of  such  Obligations and the amounts paid and payable with
respect thereto absent manifest error. The failure of the Agent to maintain such
books  and  accounts  shall not in any way relieve or discharge any Guarantor of
any  of  its  obligations  hereunder.

Section  19.  Waiver  of Remedies.  No delay or failure on the part of the Agent
              -------------------
or  the  Lenders  in the exercise of any right or remedy it may have against any
Guarantor  hereunder  or  otherwise  shall  operate  as a waiver thereof, and no
single  or  partial  exercise  by  the Agent or the Lenders of any such right or
remedy  shall  preclude other or further exercise thereof or the exercise of any
other  such  right  or  remedy.

     Section 20.  Successors and Assigns.  Each reference herein to the Agent or
                  ----------------------
the  Lenders  shall be deemed to include such Person's respective successors and
assigns  (including, but not limited to, any holder of the Obligations) in whose
favor  the  provisions  of  this  Guaranty  also shall inure, and each reference
herein  to  any  Guarantor shall be deemed to include the Guarantor's successors
and  assigns, upon whom this Guaranty also shall be binding. The Lenders and the
Agent may, in accordance with the applicable provisions of the Credit Agreement,
assign,  transfer  or sell any Obligation, or grant or sell participation in any
Obligations,  to  any Person or entity without the consent of, or notice to, any
Guarantor  and  without  releasing,  discharging  or  modifying such Guarantor's
obligations  hereunder.  Each  Guarantor  hereby consents to the delivery by the
Agent  or any Lender to any assignee, transferee or participant of any financial
or other information regarding the Borrower or any Guarantor. Each Guarantor may
not  assign  or  transfer  its  obligations  hereunder  to  any  Person.

     Section  21.  Amendments.  This  Guaranty  may  not  be  amended  except as
                   ----------
provided  in  the  Credit  Agreement.

     Section 22.  Payments.  All payments made by any Guarantor pursuant to this
                  --------
Guaranty  shall be made in Dollars, in immediately  available funds to the Agent
at  the  place and time provided for in the Credit Agreement on the date one (1)
Business  Day  after  written  demand  therefor  to such Guarantor by the Agent.

     SECTION  23.  JOINT  AND  SEVERAL  OBLIGATIONS.   THE  OBLIGATIONS  OF  THE
                   --------------------------------
GUARANTORS  HEREUNDER AND UNDER OTHER LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL,
AND  ACCORDINGLY,  EACH GUARANTOR (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS OR
MEMBERS)  CONFIRMS  THAT  IT  (BUT  NOT  ITS  LIMITED  PARTNERS, SHAREHOLDERS OR
MEMBERS)  IS  LIABLE  FOR  THE  FULL  AMOUNT  OF  THE OBLIGATIONS AND ALL OF THE
OBLIGATIONS  AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER AND UNDER
OTHER  LOAN  DOCUMENTS.

     Section  24.  Notices.   All  notices,  requests  and  other communications
                   -------
hereunder  shall  be  in  writing  and  shall  be  given as provided in the Loan
Agreement.  Each Guarantor's address for notice is set forth below its signature
hereto.

     Section 25.  Severability.  In case any provision of this Guaranty shall be
                  ------------
invalid,  illegal  or  unenforceable in any jurisdiction, the validity, legality
and  enforceability of the remaining provisions shall not in any way be affected
or  impaired  thereby.

     Section  26.  Headings.  Section  headings  used  in  this Guaranty are for
                   --------
convenience  only  and  shall  not  affect  the  construction  of this Guaranty.

     Section  27.  Definitions.  (a)  For  the  purposes  of  this  Guaranty:
                   -----------

     "Proceeding"  means  any  of  the following: (i) a voluntary or involuntary
     -----------
case  concerning  any  Guarantor shall be commenced under the Bankruptcy Code or
any  other  applicable  bankruptcy  laws;  (ii)  a  custodian (as defined in the
Bankruptcy  Code  or  any other applicable bankruptcy laws) is appointed for, or
takes  charge  of, all or any substantial part of the property of any Guarantor;
(iii)  any  other  proceeding  under  any  applicable  law, domestic or foreign,
relating  to  bankruptcy,  insolvency, reorganization, winding-up or composition
for  adjustment  of  debts,  whether  now  or  hereafter in effect, is commenced
relating  to  any  Guarantor;  (iv)  any  Guarantor  is adjudicated insolvent or
bankrupt;  (v)  any  order  of  relief or other order approving any such case or
proceeding  is  entered by a court of competent jurisdiction; (vi) any Guarantor
makes  a  general  assignment  for the benefit of creditors; (vii) any Guarantor
shall  fail  to pay, or shall state that it is unable to pay, or shall be unable
to  pay, its debts generally as they become due; (viii) any Guarantor shall call
a  meeting of its creditors with a view to arranging a composition or adjustment
of its debts; (ix) any Guarantor shall by any act or failure to act indicate its
consent  to,  approval  of  or  acquiescence in any of the foregoing; or (x) any
corporate  action  shall  be taken by any Guarantor for the purpose of effecting
any  of  the  foregoing.

     (b)     Terms  not  otherwise  defined  herein  are  used  herein  with the
respective  meanings  given  them  in  the  Credit  Agreement.

     IN  WITNESS  WHEREOF,  each  Guarantor has duly executed and delivered this
Guaranty  as  of  the  date  and  year  first  written  above.




                                      (GUARANTOR)



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

                                      Address for Notices:

                                      c/o  Weingarten Realty Investors

                                         ------------------------------
                                         ------------------------------
                                         Attention:--------------------


<PAGE>



                                CREDIT AGREEMENT

                                    EXHIBIT D
                                    ---------

                                  FORM OF NOTE
                                  ------------
                               [Competitive Note]
                                [Revolving Note]

$_________________          __________, 2003

     FOR  VALUE  RECEIVED,  WEINGARTEN  REALTY  INVESTORS,  a  Texas real estate
investment trust ("Maker") promises to pay without offset or counterclaim to the
order  of  [insert name of Lender], ("Payee"), the principal amount equal to the
lesser of (x) __________________________ ($_____________) or (y) the outstanding
amount  advanced  by  Payee  as  a [Revolving Loan] [Competitive Loan] under the
Credit  Agreement (as hereinafter defined), payable in accordance with the terms
of  the  Credit  Agreement.

     Maker  also promises to pay interest on the unpaid principal amount of this
Note  (this  "Note")  at the rates and at the times which shall be determined in
accordance  with  the  provisions  of  that  certain Amended and Restated Credit
Agreement  dated  of even date herewith, among Maker, the Lenders named therein,
and  JPMorgan Chase Bank, as Administrative Agent for itself and the Lenders (as
hereafter  amended,  supplemented  or  otherwise modified from time to time, the
"Credit  Agreement").  Capitalized  terms  used  herein without definition shall
   ---------------
have  the  meanings  set  forth  in  the  Credit  Agreement.

     Amounts  borrowed  may  be  repaid  and reborrowed at any time prior to the
termination  of  the  Availability  Period.  Except as otherwise provided in the
Credit  Agreement,  no  Lender  shall have any obligation to make a Loan  to the
extent  such  Loan  would  cause the sum of the total Revolving Credit Exposures
plus  the aggregate principal amount outstanding of Competitive Loans  to exceed
the  total  Commitments.

     This  Note  is subject to mandatory prepayment and prepayment at the option
of  the  Maker,  as  provided  in  the  Credit  Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the
benefits  of  the Credit Agreement, reference to which is hereby made for a more
complete  statement  of  the terms and conditions under which the Loan evidenced
hereby  is  made  and  is  to  be  repaid.

     THE  CREDIT  AGREEMENT  AND  THIS  NOTE  SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
TEXAS,  WITHOUT  REGARD  TO  CONFLICTS  OF  LAWS  PRINCIPLES.

     Upon  the  occurrence  of  an  Event  of Default, the unpaid balance of the
principal  amount  of  this  Note  may become, or may be declared to be, due and
payable  in  the manner, upon the conditions and with the effect provided in the
Credit  Agreement.

     Maker  promises  to  pay  all  fees,  costs  and  expenses  incurred in the
collection  and  enforcement  of  this  Note in accordance with the terms of the
Credit  Agreement.  Maker  and  any  endorser  of  this  Note hereby consents to
renewals and extensions of time at or after the maturity hereof, without notice,
and  hereby  waive  diligence,  presentment, protest, demand and notice of every
kind  (except  such  notices  as  may  be  expressly  required  under the Credit
Agreement or the other Loan Documents) and, to the full extent permitted by law,
the  right  to  plead  any  statute  of  limitations  as a defense to any demand
hereunder.

     Whenever possible, each provision of this Note shall be interpreted in such
manner  as  to be effective and valid under applicable law, but if any provision
of  this  Note  shall  be  prohibited  by  or invalid under applicable law, such
provision  shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of  this  Note.

With  respect  to the incurrence of certain liabilities hereunder and the making
of  certain agreements by Maker as herein stated, such incurrence of liabilities
and such agreements shall be binding upon Maker only as a trust formed under the
Texas  Real  Estate  Investment  Trust  Act  pursuant  to  that certain Restated
Declaration  of  Trust  dated March 23, 1988 (as amended from time to time), and
only  upon  the  assets of such Maker.  No Trust Manager or officer or holder of
any  beneficial  interest  in  Maker  shall  have any personal liability for the
payment  of any indebtedness or other liabilities incurred by Maker hereunder or
for the performance of any agreements made by Maker hereunder, nor for any other
act,  omission  or obligation incurred by Maker or the Trust Managers except, in
the  case  of  a  Trust  Manager,  any  liability  arising  from his own willful
misfeasance  or  malfeasance  or  gross  negligence.

     IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered
by  its  duly  authorized  officer,  as of the day and year first written above.



                                      WEINGARTEN  REALTY  INVESTORS



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


<PAGE>



                                CREDIT AGREEMENT

                                   EXHIBIT D-1
                                   -----------

                             FORM OF SWINGLINE NOTE
                             ----------------------



$50,000,000.00                                                  __________, 2003


     FOR  VALUE  RECEIVED,  WEINGARTEN  REALTY  INVESTORS,  a  Texas real estate
investment trust ("Maker") promises to pay without offset or counterclaim to the
order of JPMORGAN CHASE BANK ("Payee"), the principal amount equal to the lesser
of  (x)  Fifty  Million  Dollars  ($50,000,000.00) or (y) the outstanding amount
advanced by Payee as a Swingline Loan under the Credit Agreement (as hereinafter
defined),  payable  in  accordance  with  the  terms  of  the  Credit Agreement.

     Maker  also promises to pay interest on the unpaid principal amount of this
Note  (this  "Note")  at the rates and at the times which shall be determined in
accordance  with  the  provisions  of  that  certain Amended and Restated Credit
Agreement  dated  of even date herewith, among Maker, the Lenders named therein,
and  JPMorgan Chase Bank, as Administrative Agent for itself and the Lenders (as
hereafter  amended,  supplemented  or  otherwise modified from time to time, the
"Credit  Agreement").  Capitalized  terms  used  herein without definition shall
   ---------------
have  the  meanings  set  forth  in  the  Credit  Agreement.

     Amounts  borrowed  may  be  repaid  and reborrowed at any time prior to the
termination  of  the  Availability  Period.  Except as otherwise provided in the
Credit  Agreement,  no  Lender  shall have any obligation to make a Loan  to the
extent  such  Loan  would  cause the sum of the total Revolving Credit Exposures
plus  the aggregate principal amount outstanding of Competitive Loans  to exceed
the  total  Commitments.

     This  Note  is subject to mandatory prepayment and prepayment at the option
of  the  Maker,  as  provided  in  the  Credit  Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the
benefits  of  the Credit Agreement, reference to which is hereby made for a more
complete  statement  of  the terms and conditions under which the Loan evidenced
hereby  is  made  and  is  to  be  repaid.

     THE  CREDIT  AGREEMENT  AND  THIS  NOTE  SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
TEXAS,  WITHOUT  REGARD  TO  CONFLICTS  OF  LAWS  PRINCIPLES.

     Upon  the  occurrence  of  an  Event  of Default, the unpaid balance of the
principal  amount  of  this  Note  may become, or may be declared to be, due and
payable  in  the manner, upon the conditions and with the effect provided in the
Credit  Agreement.

     Maker  promises  to  pay  all  fees,  costs  and  expenses  incurred in the
collection  and  enforcement  of  this  Note in accordance with the terms of the
Credit  Agreement.  Maker  and  any  endorser  of  this  Note hereby consents to
renewals and extensions of time at or after the maturity hereof, without notice,
and  hereby  waive  diligence,  presentment, protest, demand and notice of every
kind  (except  such  notices  as  may  be  expressly  required  under the Credit
Agreement or the other Loan Documents) and, to the full extent permitted by law,
the  right  to  plead  any  statute  of  limitations  as a defense to any demand
hereunder.

     Whenever possible, each provision of this Note shall be interpreted in such
manner  as  to be effective and valid under applicable law, but if any provision
of  this  Note  shall  be  prohibited  by  or invalid under applicable law, such
provision  shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of  this  Note.

With  respect  to the incurrence of certain liabilities hereunder and the making
of  certain agreements by Maker as herein stated, such incurrence of liabilities
and such agreements shall be binding upon Maker only as a trust formed under the
Texas  Real  Estate  Investment  Trust  Act  pursuant  to  that certain Restated
Declaration  of  Trust  dated March 23, 1988 (as amended from time to time), and
only  upon  the  assets of such Maker.  No Trust Manager or officer or holder of
any  beneficial  interest  in  Maker  shall  have any personal liability for the
payment  of any indebtedness or other liabilities incurred by Maker hereunder or
for the performance of any agreements made by Maker hereunder, nor for any other
act,  omission  or obligation incurred by Maker or the Trust Managers except, in
the  case  of  a  Trust  Manager,  any  liability  arising  from his own willful
misfeasance  or  malfeasance  or  gross  negligence.

     IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered
by  its  duly  authorized  officer,  as of the day and year first written above.



                                      WEINGARTEN  REALTY  INVESTORS



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


<PAGE>



                                CREDIT AGREEMENT

                                    EXHIBIT E
                                    ---------

              [FORM OF] BORROWING REQUEST/INTEREST ELECTION REQUEST
              -----------------------------------------------------

                                     [Date]

JPMorgan Chase Bank,
as Administrative Agent
712 Main Street
Houston, Texas  77002

Attn:  Manager, Real Estate Group

Re:     Weingarten Realty Investors

Borrowing Request

Dear Ladies and Gentlemen:

     This  Borrowing  Request is made with reference to that certain Amended and
Restated  Credit  Agreement  dated  as  of  ________________,  2003 (as amended,
supplemented  or  otherwise modified from time to time, the "Credit Agreement"),
among  Weingarten  Realty Investors (the "Borrower"), the financial institutions
party  thereto,  as  lenders,  and JPMorgan Chase Bank, as Administrative Agent.
All  capitalized terms used in this Borrowing Request (including any attachments
hereto)  and  not  otherwise  defined  in  this Borrowing Request shall have the
meanings  set  forth  for  such  terms  in  the  Credit  Agreement.  All Section
references  herein  shall  refer  to  the  Credit  Agreement.

     The  Borrower  hereby  requests  [check  as applicable]  a conversion of an
existing  Loan  as provided below and/or  an advance under the Credit Agreement,
in  the  amount  of  $____________ [minimum of $5,000,000.00 and in multiples of
$1,000,000.00].

     1.     Aggregate Commitment                                 $400,000,000.00

     2.     The amount outstanding under the
             Revolving Loans                                      $_____________

     3.     The amount outstanding under Competitive
            Loans                                                 $_____________

     4.     LC Exposure                                           $_____________

     5.     The amount outstanding under Swingline Loans          $_____________

     6.     Available amount (1- 2- 3- 4-5)                       $_____________

     7.     Less amount requested                                ($____________)

     8.     Amount remaining to be advanced                        $____________

     9.     Account for funding:          _________________________________


     The advance or conversion is to be made as follows:

     A.     ABR Borrowing.
            -------------

            1.     Amount of ABR Borrowing:                  $_____________

            2.     Date of ABR Borrowing                      _____________

     B.     Eurodollar Borrowing:
            --------------------

            1.     Amount of Eurodollar Borrowing:           $_____________

            2.     Amount of conversion of existing
                   Loan to Eurodollar Borrowing:             $_____________

            3.     Number of Eurodollar
                   Borrowing(s) now in effect:                _____________
                   [cannot exceed eight (8) including
                   Competitive Borrowings]

            4.     Date of Eurodollar Rate Borrowing
                   or conversion:                             _____________

            5.     Interest Period:                           _____________

            6.     Expiration date of current Interest
                   Period as to this conversion:              _____________

     C.     Swingline Loan:
            --------------

            1.     Amount of Swingline Loan                  $_____________

            2.     Date of Swingline Loan                 __________, 20___


<PAGE>



     The  Borrower  hereby  represents  and  warrants that the amounts set forth
above  are  true  and correct, that the amount above requested has actually been
incurred,  that  the  representations  and  warranties  contained  in the Credit
Agreement  are true and correct as if made as of this date (except to the extent
relating  to  a  specific  date),  and  that  the  Borrower  has kept, observed,
performed  and  fulfilled each and every one of its obligations under the Credit
Agreement  as  of  the  date  hereof  [except  as  follows:  _______________]


                                      Very truly yours,

                                      WEINGARTEN  REALTY  INVESTORS



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


<PAGE>



                                CREDIT AGREEMENT

                                    EXHIBIT F
                                    ---------

                        [FORM OF] COMPETITIVE BID REQUEST
                        ---------------------------------

                                     [Date]

JPMorgan Chase Bank,
as Administrative Agent
712 Main Street
Houston, Texas  77002

Attn:  Manager, Real Estate Group

Re:     Weingarten Realty Investors
        Competitive Bid Request

Dear Ladies and Gentlemen:

     This Competitive Bid Request is made with reference to that certain Amended
and  Restated  Credit  Agreement dated as of ________________, 2003 (as amended,
supplemented  or  otherwise modified from time to time, the "Credit Agreement"),
among  Weingarten  Realty Investors (the "Borrower"), the financial institutions
party  thereto,  as  lenders,  and JPMorgan Chase Bank, as Administrative Agent.
All  capitalized  terms  used  in  this  Competitive  Bid Request (including any
attachments  hereto)  and  not otherwise defined in this Competitive Bid Request
shall  have  the meanings set forth for such terms in the Credit Agreement.  All
Section  references  herein  shall  refer  to  the  Credit  Agreement.

     The  Borrower  hereby requests Competitive Bids pursuant to Section 2.04 of
the  Credit  Agreement, in the amount of $____________ [minimum of $5,000,000.00
and  in  multiples  of  $1,000,000.00].

     1.     Aggregate Commitment                                 $400,000,000.00

     2.     The amount outstanding under the Revolving
            Loans and the Swingline Loans                        $_____________

     3.     The amount outstanding under Competitive Loans*      $_____________

     4.     LC Exposure                                          $_____________

     5.     Available amount (1-2-3-4)                           $_____________

     6.     Less amount requested*                              ($____________)

     7.     Amount remaining to be advanced                      $_____________

     8.     Account for funding:          _________________________________


     The  Competitive  Bids  should offer a [Fixed Rate] [Margin on a LIBO Rate]

     Amount  of  Borrowing:                                      $_____________
     Date  of  Borrowing:                                     __________, 20___
     Interest  Period**                                       _____________

     The  Borrower  hereby  represents and warrants that the representations and
warranties  contained in the Credit Agreement are true and correct as if made as
of  this  date  (except to the extent relating to a specific date), and that the
Borrower  has  kept, observed, performed and fulfilled each and every one of its
obligations under the Credit Agreement as of the date hereof [except as follows:
_______________]


                                      Very truly yours,

                                      WEINGARTEN  REALTY  INVESTORS



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



*     The sum of items 3 and 6 cannot exceed 50% of item 1.

**     No more than eight (8) Eurodollar Borrowings (including Revolving Loans
and Competitive Loans) can be in effect at one time.

 Select as applicable.
 Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g. "Revolving
Commitment," "Tranche A Commitment," "Tranche B Commitment," etc.)
 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
 To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.
 To be added only if the consent of the Borrower and/or other parties (e.g.
Swingline Lender, Issuing Bank) is required by the terms of the Credit
Agreement.

Pursuant to Section 5.02(a), cannot exceed thirty percent (30%)



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<CAPTION>

     EXHIBIT G
     --------------------------------------------------
<C>  <S>                                                 <C>
     BURNHAM PROPERTY LISTING
     ==================================================

     NAME AND LOCATION                                   Location
     --------------------------------------------------  --------

  1  Centerwood Plaza                                        0251
     16000 Lakewood Blvd., Bellflower

  2  Southampton Center                                      0265
     IH 780 at Southampton Rd., Benicia

  3  580 Market Place                                        0256
     4015 East Castro Valley Blvd., Castro Valley

  4  Buena Vista Marketplace                                 0250
     Huntington Dr. at Buena Vista St., Duarte

  5  Fremont Gateway Plaza                                   0260
     Paseo Padre Pkwy. at Walnut Ave., Fremont

  6  Hallmark Town Center                                    0261
     West Cleveland Ave. at Stephanie Ln., Madera

  7  Menifee Town Center                                     0252
     Antelope Rd. at Newport Rd., Menifee

  8  Prospectors Plaza                                       0262
     Missouri Flat Rd. and US Hwy 50, Placerville

  9  Shasta Crossroads                                       0263
     Churn Creek Rd. at Dana Dr., Redding

 10  Ralphs Redondo                                          0253
     Hawthorne Blvd.and 182nd St., Redondo Beach

 11  Arcade Square                                           0257
     Watt Ave. and Whitney Ave., Sacramento

 12  Discovery Plaza                                         0259
     W. El Camino Ave. and Truxel Rd., Sacramento

 13  Summerhill Plaza                                        0267
     Antelope Rd. and Lichen Dr., Citrus Heights

 14  Silver Creek Plaza                                      0264
     E. Capital Expwy. And Silver Creek Blvd., San Jose

 15  San Marcos Plaza                                        0254
     San Marcos Blvd.at Rancho Santa Fe Dr., San Marcos

 16  Stony Point Plaza                                       0266
     Stony Point Rd. at Hwy 12, Santa Rosa

 17  Sunset Center                                           0268
     Sunset Ave. and State Hwy. 12, Suisun City

 18  Creekside Center                                        0258
     Alamo Dr. and Nut Creek Rd., Vacaville

 19  Westminster Center                                      0255
     Westminster Blvd. And Golden West St., Westminster

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