2003 10-K EXHIBIT 10.22



Exhibit 10.22


TERM LOAN AGREEMENT

Dated as of November 3, 2003

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ALEXANDRIA REAL ESTATE EQUITIES, L.P.

ARE - QRS CORP.

ARE ACQUISITIONS, LLC

THE OTHER BORROWERS

NOW OR HEREAFTER A PARTY HERETO

THE BANKS HEREIN NAMED

THE OTHER BANKS WHICH MAY BECOME

PARTIES TO THIS AGREEMENT

FLEET NATIONAL BANK, as Administrative Agent,

FLEET SECURITIES, INC.

and

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

as Co-Lead Arrangers,



COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

as Syndication Agent,



J.P. MORGAN CHASE BANK and BANK ONE, NA,

as Co-Documentation Agents,

and



KEYBANK NATIONAL ASSOCIATION and SOCIETE GENERALE,

as Co-Managing Agents

TABLE OF CONTENTS

Page

	
ARTICLE 1
	
DEFINITIONS AND ACCOUNTING TERMS
	
1

	
1.1
	
Defined Terms
	
1

	
1.2
	
Use of Defined Terms
	
24

	
1.3
	
Accounting Terms
	
24

	
1.4
	
Rounding
	
24

	
1.5
	
Exhibits and Schedules
	
24

	
1.6
	
References to "Borrowers and their Subsidiaries"
	
24

	
1.7
	
Miscellaneous Terms
	
24

	
ARTICLE 2
	
LOANS
	
25

	
2.1
	
Loans-General
	
25

	
2.2
	
[Intentionally Omitted]
	
25

	
2.3
	
[Intentionally Omitted].
	
25

	
2.4
	
Conversion Options
	
25

	
2.5
	
[Intentionally Omitted]
	
26

	
2.6
	
[Intentionally Omitted].
	
26

	
2.7
	
[Intentionally Omitted]
	
26

	
2.8
	
[Intentionally Omitted].
	
26

	
2.9
	
Administrative Agent's Right to Assume Funds Available for Advances
	
27

	
2.10
	
[Intentionally Omitted].
	
27

	
2.11
	
Unencumbered Asset Pool
	
27

	
2.12
	
Representative of Borrowers
	
27

	
2.13
	
Intentionally Omitted
	
28

	
ARTICLE 3
	
PAYMENTS AND FEES
	
28

	
3.1
	
Principal and Interest
	
28

	
3.2
	
Closing Fee
	
30

	
3.3
	
[Intentionally Omitted]
	
30

	
3.4
	
[Intentionally Omitted]
	
30

	
3.5
	
Agency Fee
	
30

	
3.6
	
[Intentionally Omitted]
	
30

	
3.7
	
Increased Commitment Costs
	
30

	
3.8
	
LIBOR Costs and Related Matters
	
30

	
3.9
	
Late Payments
	
33

	
3.10
	
Computation of Interest and Fees
	
34

	
3.11
	
Non-Banking Days
	
34

	
3.12
	
Manner and Treatment of Payments
	
34

	
3.13
	
Funding Sources
	
35

	
3.14
	
Failure to Charge Not Subsequent Waiver
	
35

	
3.15
	
Administrative Agent's Right to Assume Payments Will be Made by
Borrowers
	
35

	
3.16
	
Fee Determination Detail
	
36

	
3.17
	
Survivability
	
36

	
ARTICLE 4
	
REPRESENTATIONS AND WARRANTIES
	
36

	
4.1
	
Existence and Qualification; Power; Compliance With Laws
	
36

	
4.2
	
Authority; Compliance With Other Agreements and Instruments and Government
Regulations
	
36

	
4.3
	
No Governmental Approvals Required
	
37

	
4.4
	
Subsidiaries
	
37

	
4.5
	
Financial Statements
	
37

	
4.6
	
No Other Liabilities; No Material Adverse Changes
	
37

	
4.7
	
Title to Property
	
38

	
4.8
	
Intangible Assets
	
38

	
4.9
	
Public Utility Holding Company Act
	
38

	
4.10
	
Litigation
	
38

	
4.11
	
Binding Obligations
	
38

	
4.12
	
No Default
	
38

	
4.13
	
ERISA
	
38

	
4.14
	
Regulations T, U and X; Investment Company Act
	
39

	
4.15
	
Disclosure
	
39

	
4.16
	
Tax Liability
	
39

	
4.17
	
Hazardous Materials
	
39

	
4.18
	
Initial Pool Properties
	
40

	
4.19
	
Property
	
40

	
4.20
	
Brokers
	
40

	
4.21
	
Other Debt
	
40

	
4.22
	
Solvency
	
41

	
4.23
	
No Fraudulent Intent
	
41

	
4.24
	
Transaction in Best Interests of Borrowers; Consideration
	
41

	
4.25
	
No Bankruptcy Filing
	
41

	
4.26
	
Tax Shelter Representation
	
41

	
ARTICLE 5
	
AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING
REQUIREMENTS)
	
42

	
5.1
	
Payment of Taxes and Other Potential Liens
	
42

	
5.2
	
Preservation of Existence
	
42

	
5.3
	
Maintenance of Real Properties
	
42

	
5.4
	
Maintenance of Insurance
	
42

	
5.5
	
Compliance With Laws
	
42

	
5.6
	
[Intentionally Omitted]
	
43

	
5.7
	
Keeping of Records and Books of Account
	
43

	
5.8
	
Compliance With Agreements
	
43

	
5.9
	
Use of Proceeds
	
43

	
5.10
	
Hazardous Materials Laws
	
43

	
5.11
	
Unencumbered Asset Pool
	
43

	
5.12
	
REIT Status
	
43

	
5.13
	
Additional Borrowers
	
43

	
5.14
	
Inspection of Properties and Books
	
44

	
5.15
	
More Restrictive Agreements
	
44

	
5.16
	
Distributions of Income to the Borrowers
	
44

	
5.17
	
Unencumbered Asset Pool
	
44

	
ARTICLE 6
	
NEGATIVE COVENANTS
	
46

	
6.1
	
Mergers
	
46

	
6.2
	
ERISA
	
46

	
6.3
	
Change in Nature of Business
	
46

	
6.4
	
Transactions with Affiliates
	
46

	
6.5
	
Leverage Ratio
	
46

	
6.6
	
Debt Service Coverage
	
46

	
6.7
	
Fixed Charge Coverage
	
46

	
6.8
	
Distributions
	
47

	
6.9
	
Stockholders' Equity
	
47

	
6.10
	
[Intentionally Omitted]
	
47

	
6.11
	
Secured Debt
	
47

	
6.12
	
Recourse Debt
	
47

	
6.13
	
[Intentionally Omitted]
	
47

	
6.14
	
Negative Pledges
	
47

	
6.15
	
[Intentionally Omitted]
	
47

	
6.16
	
Limiting Agreements
	
47

	
6.17
	
[Intentionally Omitted]
	
48

	
6.18
	
Restrictions on Transfer
	
48

	
6.19
	
Permitted Assets
	
48

	
6.20
	
Equity Forwards
	
49

	
6.21
	
Unsecured Indebtedness
	
49

	
6.22
	
Test Debt Service Coverage Amount
	
49

	
ARTICLE 7
	
INFORMATION AND REPORTING REQUIREMENTS
	
49

	
7.1
	
Financial and Business Information
	
49

	
7.2
	
Compliance Certificates
	
53

	
ARTICLE 8
	
CONDITIONS
	
53

	
8.1
	
Closing Conditions
	
53

	
ARTICLE 9
	
EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
	
55

	
9.1
	
Events of Default
	
55

	
9.2
	
Remedies Upon Event of Default
	
57

	
ARTICLE 10
	
THE ADMINISTRATIVE AGENT
	
59

	
10.1
	
Appointment and Authorization
	
59

	
10.2
	
Administrative Agent and Affiliates
	
59

	
10.3
	
Proportionate Interest in any Collateral
	
59

	
10.4
	
Banks' Credit Decisions
	
59

	
10.5
	
Action by Administrative Agent
	
60

	
10.6
	
Liability of Administrative Agent
	
60

	
10.7
	
Indemnification
	
62

	
10.8
	
Successor Administrative Agent
	
62

	
10.9
	
No Obligations of Borrowers
	
63

	
10.10
	
Co-Agents
	
63

	
ARTICLE 11
	
MISCELLANEOUS
	
63

	
11.1
	
Cumulative Remedies; No Waiver
	
63

	
11.2
	
[Intentionally Omitted]
	
63

	
11.3
	
Costs, Expenses and Taxes
	
63

	
11.4
	
Nature of Banks' Obligations
	
64

	
11.5
	
Survival of Representations and Warranties
	
64

	
11.6
	
Notices
	
64

	
11.7
	
Execution of Loan Documents
	
65

	
11.8
	
Binding Effect; Assignment
	
65

	
11.9
	
Right of Setoff
	
67

	
11.10
	
Sharing of Setoffs
	
67

	
11.11
	
Indemnity by Borrowers
	
68

	
11.12
	
Nonliability of the Banks
	
69

	
11.13
	
No Third Parties Benefited
	
70

	
11.14
	
Confidentiality
	
70

	
11.15
	
Further Assurances
	
73

	
11.16
	
Integration
	
73

	
11.17
	
Governing Law
	
73

	
11.18
	
Severability of Provisions
	
73

	
11.19
	
Headings
	
73

	
11.20
	
Time of the Essence
	
73

	
11.21
	
Foreign Banks and Participants
	
73

	
11.22
	
Hazardous Material Indemnity
	
74

	
11.23
	
Joint and Several
	
75

	
11.24
	
Removal of a Bank
	
75

	
11.25
	
WAIVER OF RIGHT TO TRIAL BY JURY
	
75

	
11.26
	
Purported Oral Amendments
	
75

	
11.27
	
Replacement of Notes
	
76

	
ARTICLE 12
	
AMENDMENTS; CONSENTS
	
76

	
12.1
	
Amendments; Consents
	
76






Exhibits

A-Commitments Assignment and Acceptance

B-[Intentionally Omitted]

C-[Intentionally Omitted]

D-[Intentionally Omitted]

E-Compliance Certificate

F-Joinder Agreement

G-Note

H-Reserved

I-1-[Intentionally Omitted]

I-2-[Intentionally Omitted]

J-Pricing Certificate

K-[Intentionally Omitted]

L-Joint Borrower Provisions


M-[Intentionally Omitted]

N-[Intentionally Omitted]


Schedules


1.1Bank Commitments


1.2Test Debt Service Coverage Amount Calculation


4.4Subsidiaries

4.7Existing Liens, Negative Pledges and Rights of Others

4.10Material Litigation

4.17Hazardous Materials Matters

4.18Initial Pool Properties


4.19Real Property

4.21Indebtedness

TERM LOAN AGREEMENT

Dated as of November 3, 2003

This TERM LOAN AGREEMENT ("Agreement") is entered into by and among
Alexandria Real Estate Equities, Inc., a Maryland corporation ("Parent"),
Alexandria Real Estate Equities, L.P., a Delaware limited partnership
("Operating Partnership"), ARE-QRS Corp., a Maryland corporation ("QRS"),
ARE Acquisitions, LLC, a Delaware limited liability company ("ARE"),
the other borrowers whose names are set forth on the signature pages of this
Agreement, each other Wholly-Owned Subsidiary of Parent which may hereafter
become a party to this Agreement as a borrower pursuant to
Section 5.13 (collectively, with Parent, Operating Partnership, QRS
and ARE, the "Borrowers", all on a joint and several basis); each bank whose
name is set forth on the signature pages of this Agreement and each lender which
may hereafter become a party to this Agreement pursuant to
Section 11.8 (collectively, the "Banks" and individually, a "Bank");
Fleet National Bank, as Administrative Agent, Fleet Securities, Inc. and
Commerzbank AG, New York and Grand Cayman Branches, as Co-Lead Arrangers,
Commerzbank AG, New York and Grand Cayman Branches, as Syndication Agent, J.P.
Morgan Chase Bank and Bank One, NA, as Co-Documentation Agents, and KeyBank
National Association and Societe Generale, as Co-Managing Agents.

.

RECITALS

WHEREAS, Borrowers have requested that the Banks provide a term loan to
Borrowers; and 

WHEREAS, the Banks and Administrative Agent are willing to provide such loan
to Borrowers on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the recitals herein and the mutual
covenants contained herein, the parties hereto hereby covenant and agree as
follows: 


ARTICLE 1



DEFINITIONS AND ACCOUNTING
TERMS


1.1  Defined
Terms.  As used in this Agreement, the
following terms shall have the meanings set forth below:
"Adjusted EBITDA" means with respect to any fiscal period, an amount
equal to the sum of (a) EBITDA of Parent and its Subsidiaries for such period
consolidated in accordance with Generally Accepted Accounting Principles
minus (b) the Capital Improvement Reserve for the Real Property of Parent
and its Subsidiaries.

"Adjusted NOI" means, with respect to any Revenue-Producing Property
and for any fiscal period, (a) NOI of that Revenue-Producing Property
minus (b) the Capital Improvements Reserve for such Revenue-Producing
Property.

"Adjusted Tangible Assets" means, as of any date of determination,
without duplication, the sum of (a) Total Assets of Parent and its
Subsidiaries as of that date, minus (b) Intangible Assets of Parent
and its Subsidiaries as of that date minus (c) any "minority
interest" held by third parties and included within Total Assets as of that
date, determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles.

"Administrative Agent" means Fleet, when acting in its capacity as the
Administrative Agent under any of the Loan Documents, or any successor
Administrative Agent.

"Administrative Agent's Office" means the Administrative Agent's
address at 100 Federal Street, Boston, Massachusetts  02110, or such other
address as the Administrative Agent hereafter may designate by written notice to
Borrowers and the Banks.  With respect to notices to be sent to Fleet as
Administrative Agent with respect to Conversion Requests and any other requests,
such notices shall be sent to the office of Administrative Agent located in
Atlanta, Georgia as specified in this Agreement, or at such other office as
Administrative Agent may designate by written notice to the Banks and the
Borrowers.

"Affiliate" means, as to any Person, any other Person which directly
or indirectly controls, or is under common control with, or is controlled by,
such Person.  As used in this definition, "control" (and the correlative terms,
"controlled by" and "under common control with") shall mean possession, directly
or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise); provided that, in any
event, any Person that owns, directly or indirectly, 10% or more of the
securities having ordinary voting power for the election of directors or other
governing body of a corporation, or 10% or more of the partnership or other
ownership interests of any other Person, will be deemed to be an Affiliate of
such corporation, partnership or other Person.

"Agreement" means this Term Loan Agreement, either as originally
executed or as it may from time to time be supplemented, modified, amended,
restated or extended.

"Agreement Regarding Fees" means the Agreement Regarding Fees dated of
even date herewith among the Borrowers and Administrative Agent.

"Alternate Base Rate" means, as of any date of determination, the rate
per annum equal to the higher of (a) the Reference Rate in effect on
such date and (b) the Federal Funds Rate in effect on such date plus
½ of 1% (50 basis points) (rounded upwards, if
necessary, to the next 1/100 of 1%).

"Alternate Base Rate Loan" means a Loan made hereunder and specified
to be an Alternate Base Rate Loan in accordance with Article 2.

"Applicable Margin" means, for each Pricing Period, the interest rate
margin set forth below in the Alternate Base Rate Margin column with respect to
Alternate Base Rate Loans or the LIBOR Rate Margin column with respect to LIBOR
Rate Loans (expressed in basis points per annum) opposite the Credit Rating of
Parent for that Pricing Period or for any Pricing Period during which Parent
does not hold a Credit Rating of BBB-/Baa3 (or its equivalent) or better, the
pricing level set forth below opposite the Leverage Ratio as of the last day of
the Fiscal Quarter most recently ended prior to the commencement of that Pricing
Period:


	
Credit Rating

of Parent
	
Leverage
	
Alternate Base

Rate Margin 
	
LIBOR

Rate Margin

	
> BBB+/Baa1


	
N/A
	
0
	
 90.00

	
BBB/Baa2


	
N/A
	
0
	
105.00

	
BBB-/Baa3


	
N/A
	
0
	
120.00

	
unrated or <BBB-/ Baa3


	
Less than .40 to 1.00
	
0
	
125.00

	
unrated or <BBB-/ Baa3


	
Equal to or greater than .40 to 1.00 but less than .50 to
1.00
	
20
	
140.00

	
unrated or <BBB-/ Baa3
	
Equal to or greater than .50 to 1.00 but less than or equal to
..55 to 1.00
	
20
	
160.00







provided that (a) the Applicable Margin for the initial Pricing
Period shall be twenty (20) basis points per annum with respect to Alternate
Base Rate Loans or one hundred forty (140.00) basis points per annum with
respect to LIBOR Rate Loans, (b) in the event that Borrowers do not deliver
a Pricing Certificate with respect to any Pricing Period prior to the
commencement of such Pricing Period, then until (but only until) such Pricing
Certificate is delivered the Applicable Margin for that Pricing Period shall be
twenty (20) basis points per annum with respect to Alternate Base Rate Loans and
one hundred sixty basis points per annum (160.00) with respect to LIBOR Rate
Loans and (c) if any Pricing Certificate is subsequently determined to be
in error, then the resulting change in the Applicable Margin shall be made
retroactively to the beginning of the relevant Pricing Period.

"Asset Value" means, as of any date of determination and with respect
to any improved Real Property owned by a Person that is not a Development
Investment, an amount equal to (a) the Adjusted NOI of such Person from such
Real Property for the period covered by the previous four full consecutive
Fiscal Quarters divided by (b) the Capitalization Rate.  Prior to such time as a
Borrower or any of its Subsidiaries has owned and operated any Real Property for
four full Fiscal Quarters, the Adjusted NOI with respect to such Real Property
for the number of full Fiscal Quarters which the Borrower or any of its
Subsidiaries has owned and operated such parcel of Real Property shall be
adjusted by the applicable Borrower to an annual Adjusted NOI in a manner
reasonably acceptable to the Administrative Agent.  With respect to improved
Real Property owned by a Person that is not a Development Investment, which is
being renovated by a Borrower or with respect to which a partial or total
renovation was recently completed by a Borrower, the Asset Value of such Real
Property shall be determined at the sole election of the Administrative Agent
(a) based on the annualized Adjusted NOI with respect to such property, which
shall be annualized based on bona fide arms length signed tenant leases which
are in full force and effect requiring current rental payments, or (b) on a cost
basis determined in accordance with Generally Accepted Accounting
Principles.

"Bank" means each bank whose name is set forth in the signature pages
of this Agreement and each lender which may hereafter become a party to this
Agreement pursuant to Section 11.8.

"Banking Day" means any Monday, Tuesday, Wednesday, Thursday or
Friday, other than a day on which banks are authorized or required to be
closed in Massachusetts, New York or California.

"Borrowers" means, collectively, (a) Parent, (b) Operating
Partnership, (c) QRS, (d) ARE, (e) the other borrowers whose names are set
forth on the signature pages of this Agreement  and (f) any other Wholly-
Owned Subsidiary of Parent that hereafter executes a Joinder Agreement pursuant
to Section 5.13.  Borrowers are jointly and severally obligated with
respect to the Obligations.

"Capital Improvement Reserve" means with respect to any Real Property
now or hereafter owned by the Borrowers or their Subsidiaries, an annual capital
replacement reserve in the amount of thirty cents ($.30) multiplied by the Net
Rentable Area contained therein.

"Capital Lease Obligations" means all monetary obligations of a Person
under any leasing or similar arrangement which, in accordance with Generally
Accepted Accounting Principles, is classified as a capital lease.

"Capitalization Rate" means nine and three quarters percent (9.75%).
Any change to the Capitalization Rate shall be subject to the prior written
approval of the Requisite Banks.

"Cash" means, when used in connection with any Person, all monetary
and non-monetary items owned by that Person that are treated as cash in
accordance with Generally Accepted Accounting Principles, consistently
applied.

"Cash Interest Expense" means Interest Expense that is paid or
currently payable in Cash.

"Certificate" means a certificate signed by a Senior Officer or
Responsible Official (as applicable) of the Person providing the
certificate.

"Change in Control" means (a) any transaction or series of
related transactions in which any Unrelated Person or two or more Unrelated
Persons acting in concert acquire beneficial ownership (within the meaning of
Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of 40% or more of the outstanding Common Stock,
(b) Parent consolidates with or merges into another Person or conveys,
transfers or leases its properties and assets substantially as an entirety to
any Person or any Person consolidates with or merges into Parent, in either
event pursuant to a transaction in which the outstanding Common Stock is changed
into or exchanged for cash, securities or other property, with the effect that
any Unrelated Person becomes the beneficial owner, directly or indirectly, of
40% or more of Common Stock or that the Persons who were the holders of Common
Stock immediately prior to the transaction hold less than 60% of the common
stock of the surviving corporation after the transaction, (c) during any
period of 24 consecutive months, individuals who at the beginning of such
period constituted the board of directors of Parent (together with any new or
replacement directors whose election by the board of directors, or whose
nomination for election, was approved by a vote of at least a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for reelection was previously so
approved) cease for any reason to constitute a majority of the directors then in
office, or (d) a "change in control" as defined in any document governing
Indebtedness or Preferred Equity of Parent in excess of $25,000,000 which gives
the holders of such Indebtedness or Preferred Equity the right to accelerate or
otherwise require payment of such Indebtedness or Preferred Equity prior to the
maturity date thereof.  For purposes of the foregoing, the term "Unrelated
Person" means any Person other than (i) a Subsidiary of
Parent, (ii) an employee stock ownership plan or other employee benefit
plan covering the employees of Parent and its Subsidiaries or (iii) any
Person that held Common Stock on the day prior to the effective date of Parent's
registration statement under the Securities Act of 1933 covering the initial
public offering of Common Stock.

"Closing Date" means the time and Banking Day on which the conditions
set forth in Section 8.1 are satisfied or waived.  The
Administrative Agent shall notify Borrowers and the Banks of the date that is
the Closing Date.

"Code" means the Internal Revenue Code of 1986, as amended or replaced
and as in effect from time to time.

"Commitment" means $150,000,000.00.  The initial respective Pro-Rata
Shares of the Banks with respect to the Commitment are set forth in Schedule
1.1.

"Commitment Assignment and Acceptance" means a commitment assignment
and acceptance substantially in the form of Exhibit A.

"Common Stock" means the common stock of Parent or its successor.

"Compliance Certificate" means a certificate in the form of Exhibit
E, properly completed and signed by a Senior Officer of Borrowers.

"Confidential Information" means  (i) all of the terms, covenants,
conditions or agreements set forth in any letters of intent or in this Agreement
or any amendments hereto and any related agreements of whatever nature, (ii) the
information and reports provided in compliance with Article 7 of this Agreement,
(iii) any and all information provided, disclosed or otherwise made available to
the Administrative Agent and the Banks including, without limitation, any and
all plans, maps, studies (including market studies), reports or other data,
operating expense information, as-built plans, specifications, site plans,
drawings, notes, analyses, compilations, or other documents or materials
relating to the properties or their condition or use, whether prepared by
Borrowers or others, which use, or reflect, or that are based on, derived from,
or are in any way related to the foregoing, and (iv) any and all other
information of Borrowers that the Administrative Agent or any Bank may have
access to including, without limitation, ideas, samples, media, techniques,
sketches, specifications, designs, plans, forecasts, financial information,
technical information, drawings, works of authorship, models, inventions, know-
how, processes, apparatuses, equipment, algorithms, financial models and
databases, software programs, software source documents, manuals, documents,
properties, names of tenants or potential tenants, vendors, suppliers,
distributors and consultants, and formulae related to the current, future, and
proposed products and services of Borrowers or tenants or potential tenants
(including, without limitation, information concerning research, experimental
work, development, design details and specifications, engineering, procurement
requirements, purchasing, manufacturing, customer lists, investors, employees,
clients, business and contractual relationships, business forecasts, and sales
and marketing plans).  Such Confidential Information may be disclosed or
accessible to the Administrative Agent and the Banks as embodied within tangible
material (such as documents, drawings, pictures, graphics, software, hardware,
graphs, charts, or disks), orally, or visually.

"Contractual Obligation" means, as to any Person, any provision of any
outstanding security issued by that Person or of any material agreement,
instrument or undertaking to which that Person is a party or by which it or any
of its Property is bound.

"Controlled Entity" means a Person (a) that is a Subsidiary of
Parent, (b) that is a general partnership or a limited partnership in which
a Wholly-Owned Subsidiary is the sole managing general partner and such managing
general partner has the sole power to (i) sell all or substantially all of
the assets of such Person, (ii) incur Indebtedness in the name of such
Person, (iii) grant a Lien on all or any portion of the assets of such
Person and (iv) otherwise generally manage the business and assets of such
Person or (c) that is a limited liability company for which a Wholly-Owned
Subsidiary is the sole manager and such manager has the sole power to do the
acts described in subclauses (i) through (iv) of clause (b)
above.

"Conversion Request" means a notice given by the Borrowers to the
Administrative Agent of their elections to convert or continue a Loan in
accordance with Section 2.4.

"Credit Rating" means, as of any date of determination, the higher of
the credit ratings (or their equivalents) then assigned to Parent's long-term
senior unsecured debt by either of the Rating Agencies; provided that any
credit rating so assigned by a Rating Agency shall be deemed for this purpose to
include all lower credit ratings of such Rating Agency.  For purposes of the
foregoing, "Rating Agencies" means (a) Standard & Poor's Rating
Group (a division of McGraw Hill, Inc.) ("S&P") and its successors, and (b)
Moody's Investor Services, Inc. ("Moody's) and its successors.  A credit rating
of BBB- from S&P is equivalent to a credit rating of Baa3 from Moody's and
vice versa.  A credit rating of BBB from S&P is equivalent to a credit
rating of Baa2 from Moody's and vice versa.  It is the intention of the parties
that if Parent shall only obtain a credit rating from one of the Rating Agencies
without seeking a credit rating from the other of the Rating Agencies, the
Borrowers shall be entitled to the benefit of the Pricing Level for such credit
rating.  If Parent shall have obtained a credit rating from both of the Rating
Agencies, the higher of the two ratings shall control, provided that the lower
rating is only one level below that of the higher rating.  If the lower rating
is more than one level below that of the higher credit rating, the lower credit
rating shall control.  In the event that Parent shall have obtained a credit
rating from both of the Rating Agencies and shall thereafter lose such rating
from one of the Rating Agencies, the Parent shall be deemed for the purposes
hereof not to have a credit rating.  If at any time either of the Rating
Agencies shall no longer perform the functions of a securities rating agency,
then the Borrowers and the Administrative  Agent shall promptly negotiate in
good faith to agree upon a substitute rating agency or agencies (and to
correlate the system of ratings of each substitute rating agency with that of
the rating agency being replaced), and pending such amendment, the Credit Rating
of the other of the Rating Agencies, if one has been provided, shall continue to
apply.

 "Debt Offering" means the issuance and sale by any Borrower of any
debt securities of such Borrower.

"Debt Service" means for any period, the sum of all Interest Charges
and mandatory or regularly scheduled principal payments due and payable during
such period excluding any balloon payments due upon maturity of any
indebtedness.  Debt Service shall include the portion of rent payable by a
Person during such period under Capital Lease Obligations that should be treated
as principal in accordance with Generally Accepted Accounting Principles.

"Debt Service Coverage" means, as of the last day of each Fiscal
Quarter, the ratio of (a) Adjusted EBITDA for the fiscal
period consisting of that Fiscal Quarter and the three immediately preceding
Fiscal Quarters to (b) Debt Service of the Parent and its
Subsidiaries for that fiscal period.

"Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, as amended from time to time, and all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief Laws from time to time in
effect affecting the rights of creditors generally.

"Default" means any event that, with the giving of any applicable
notice or passage of time specified in Section 9.1, or both, would
be an Event of Default.

"Default Rate" means the interest rate prescribed in
Section 3.9.

"Designated Deposit Account" means a deposit account to be maintained
by Borrowers with Fleet or one of its Affiliates, as from time to time
designated by Borrowers by written notification to the Administrative Agent.

"Development Investment" shall have the meaning provided in Section
6.19.

"Disqualified Stock" means any capital stock, warrants, options or
other rights to acquire capital stock (but excluding any debt security which is
convertible, or exchangeable, for capital stock), which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
Maturity Date.

"Distribution" means, with respect to any shares of capital stock or
any warrant or option to purchase an equity security or other equity security or
interest issued by a Person, (i) the retirement, redemption, purchase or
other acquisition for Cash or for Property by such Person of any such security
or interest, (ii) the declaration or (without duplication) payment by such
Person of any dividend in Cash or in Property on or with respect to any such
security or interest, (iii) any Investment by such Person in the holder of
5% or more of any such security or interest if a purpose of such Investment is
to avoid characterization of the transaction as a Distribution and (iv) any
other payment in Cash or Property by such Person constituting a distribution
under applicable Laws with respect to such security or interest.

"Dollars" or "$" means United States dollars.

"Domestic Reference Bank" means Fleet or such other Bank as may be
appointed by the Administrative Agent with the approval of Parent (which shall
not be unreasonably withheld).

"Drawdown Date" means the date on which the Loan is made.

"EBITDA" means, with respect to any Person (or any asset of a Person)
for any fiscal period, the sum of (a) the Net Income of such
Person (or attributable to such asset) for that period, plus (b) any
non-operating, non-recurring loss reflected in such Net Income, minus
(c) any non-operating, non-recurring gain reflected in such Net Income,
plus (d) Interest Expense of such Person for that period,
plus (e) the aggregate amount of federal and state taxes on or
measured by income of such Person for that period (whether or not payable during
that period), plus (f) depreciation, amortization and all other non-
cash expenses (including non-cash officer compensation) of such Person
for that period, in each case as determined in accordance with Generally
Accepted Accounting Principles.

"Eligible Assignee" means (a) another Bank, (b) with respect
to any Bank, any Affiliate of that Bank, (c) any commercial bank having a
combined capital and surplus of $5,000,000,000.00 or more, (d) the central bank
of any country which is a member of the Organization for Economic Cooperation
and Development, (e) any savings bank, savings and loan association or
similar financial institution which (A) has a net worth of $500,000,000 or
more, (B) is engaged in the business of lending money and extending credit
under credit facilities substantially similar to those extended under this
Agreement and (C) is operationally and procedurally able to meet the
obligations of a Bank hereunder to the same degree as a commercial bank and
(f) any other financial institution approved by Administrative Agent
(including a mutual fund or other fund) having total assets of
$500,000,000 or more which meets the requirements set forth in
subclauses (B) and (C) of clause (d) above; provided that each
Eligible Assignee must either (a) be organized under the Laws of the
United States of America, any State thereof or the District of Columbia or
(b) be organized under the Laws of the Cayman Islands or any country which
is a member of the Organization for Economic Cooperation and Development, or a
political subdivision of such a country, and (i) act hereunder through a
branch, agency or funding office located in the United States of America
and (ii) be exempt from withholding of tax on interest and deliver the
documents related thereto pursuant to Section 11.21.

"Employee Plan" means any (a) employee benefit plan (as defined
in Section 3(3) of ERISA) that is subject to Title I of ERISA,
(b) any plan (as defined in Section 4975(e)(1) of the Code) that is
subject to Section 4975 of the Code, (c) any entity the underlying
assets of which include plan assets (as defined in 29 C.F.R.
Section 2510.3-101 or otherwise under ERISA) by reason of a plan's
investment in such entity (including an insurance company general
account), or (d) a governmental plan (as defined in Section 3(32) of
ERISA or Section 414(d) of the Code) organized in a jurisdiction within the
United States of America having prohibitions on transactions with such
governmental plan substantially similar to those contained in Section 406
of ERISA or Section 4975 of the Code.

"Equity Offering" means the issuance and sale by any Borrower of any
equity securities of such Borrower.

"ERISA" means the Employee Retirement Income Security Act of 1974, and
any regulations issued pursuant thereto, as amended or replaced and as in effect
from time to time.

"ERISA Affiliate" means each Person (whether or not incorporated)
which is required to be aggregated with Parent pursuant to Section 414 of
the Code.

"Event of Default" shall have the meaning provided in
Section 9.1.

"Federal Funds Rate" means, as of any date of determination, the rate
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Banking Day,
for the next preceding Banking Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Banking Day, the average
of the quotations for such day on such transactions received by the
Administrative Agent from three (3) Federal funds brokers of recognized standing
selected by the Administrative Agent.  For purposes of this Agreement, any
change in the Alternate Base Rate due to a change in the Federal Funds Rate
shall be effective as of the opening of business on the effective date of such
change.

"Fiscal Quarter" means the fiscal quarter of Borrowers ending on each
March 31, June 30, September 30 and December 31.

"Fiscal Year" means the fiscal year of Borrowers ending on each
December 31.

"Fixed Charge Coverage" means, as of the last day of any Fiscal
Quarter, the ratio of (a) Adjusted EBITDA for the fiscal period
consisting of that Fiscal Quarter and the three immediately preceding Fiscal
Quarters to (b) the sum of (i) Debt Service of the
Parent and its Subsidiaries for such fiscal period plus (ii) all
Preferred Distributions of Parent and its Subsidiaries made during such fiscal
period.

"Fleet" means Fleet National Bank, a national banking association.

"Funds Available for Distribution" means with respect to any fiscal
period, an amount equal to Funds From Operations, minus Net Capital
Expenditures of Parent and its Subsidiaries incurred during such fiscal period,
provided such amount shall be adjusted to exclude the effects of straight lining
of rents.

"Funds From Operations" means with respect to any fiscal period, an
amount equal to the Net Income (or Deficit) of Parent for that period computed
in accordance with generally accepted accounting principles, excluding gains (or
losses) from sales of property, plus depreciation and amortization and after
adjustments for unconsolidated partnerships and joint ventures.  Adjustments for
unconsolidated partnerships and joint ventures will be calculated to reflect
Funds From Operations on the same basis.  Funds From Operations shall be
reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002.

"Generally Accepted Accounting Principles" means, as of any date of
determination, accounting principles (a) set forth as generally accepted in
then currently effective Opinions of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (b) set forth as
generally accepted in then currently effective Statements of the Financial
Accounting Standards Board or (c) that are then approved by such other
entity as may be approved by a significant segment of the accounting profession
in the United States of America.  The term "consistently applied,"
as used in connection therewith, means that the accounting principles applied
are consistent in all material respects with those applied at prior dates or for
prior periods.

"Governmental Agency" means (a) any international, foreign,
federal, state, county or municipal government, or political subdivision
thereof, (b) any governmental or quasi-governmental agency, authority,
board, bureau, commission, department, instrumentality or public body or
(c) any court or administrative tribunal of competent jurisdiction.

"Guaranty Obligation" means, as to any Person, any (a) guarantee
by that Person of Indebtedness of, or other obligation performable by, any other
Person or (b) assurance given by that Person to an obligee of any other
Person with respect to the performance of an obligation by, or the financial
condition of, such other Person, whether direct, indirect or contingent,
including any purchase or repurchase agreement covering such obligation
or any collateral security therefor, any agreement to provide funds (by means of
loans, capital contributions or otherwise) to such other Person, any agreement
to support the solvency or level of any balance sheet item of such other Person
or any "keep-well" or other arrangement of whatever nature given for the purpose
of assuring or holding harmless such obligee against loss with respect to any
obligation of such other Person; provided, however, that the term
Guaranty Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business.  The amount of any Guaranty
Obligation in respect of Indebtedness shall be deemed to be an amount equal to
the stated or determinable amount of the related Indebtedness (unless the
Guaranty Obligation is limited by its terms to a lesser amount, in which case to
the extent of such amount) or, if not stated or determinable, the reasonably
anticipated liability in respect thereof as determined by the Person in good
faith pursuant to Generally Accepted Accounting Principles.


"Hazardous Materials" means substances defined as "hazardous
substances" pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. §9601 et seq., or as
"hazardous", "toxic" or "pollutant" substances or as "solid waste" pursuant to
the Hazardous Materials Transportation Act, 49 U.S.C. §1801,
et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
§6901, et seq., or as "friable asbestos" pursuant to the Toxic
Substances Control Act, 15 U.S.C. §2601 et seq. or any other
applicable Hazardous Materials Law, in each case as such Laws are amended from
time to time.


"Hazardous Materials Laws" means all Laws governing the treatment,
transportation or disposal of Hazardous Materials applicable to any of the Real
Property.

"Indebtedness" means, as to any Person (without duplication),
(a) indebtedness of such Person for borrowed money or for the deferred
purchase price of Property (excluding trade and other accounts payable in
the ordinary course of business in accordance with ordinary trade terms),
including any Guaranty Obligation, (b) indebtedness of such Person
of the nature described in clause (a) that is non-recourse to the
credit of such Person but is secured by assets of such Person, to the extent of
the fair market value of such assets as determined in good faith by such Person,
(c) Capital Lease Obligations of such Person, (d) indebtedness of such
Person arising under bankers' acceptance facilities or under facilities for the
discount of accounts receivable of such Person, (e)  the undrawn face
amount of any letters of credit issued for the account of such Person, (f) any
net obligations of such Person under Swap Agreements, (g) all liabilities
secured by any mortgage, pledge, security interest, lien, charge or other
encumbrance existing on property owned or acquired subject thereto, whether or
not the liability secured thereby shall have been assumed, and (h) without
duplication, a Person's pro rata share of any of the above-described obligations
of its unconsolidated Affiliates.  Indebtedness shall include all obligations,
contingent and otherwise, that in accordance with Generally Accepted Accounting
Principles should be classified upon the obligor's balance sheet as liabilities,
including all of the foregoing whether or not so classified.

"Initial Pool Properties" means the Revenue-Producing Properties
described in Schedule 4.18.

"Intangible Assets" means assets that are considered intangible assets
under Generally Accepted Accounting Principles, including customer lists,
goodwill, copyrights, trade names, trademarks and patents.

"Interest Charges" means, as of the last day of any fiscal period, the
sum of (a) Cash Interest Expense of a Person plus
(b) all interest currently payable by a Person in Cash incurred during that
fiscal period which is capitalized under Generally Accepted Accounting
Principles plus (c) a Person's Proportional Share of the Cash
Interest Expense and capitalized interest payable in Cash of Related Ventures
during that fiscal period.

"Interest Expense" means, with respect to any Person and as of the
last day of any fiscal period, the sum of (a) all interest, fees,
charges and related expenses paid or payable (without duplication) for that
fiscal period by that Person to a lender in connection with borrowed money
(including any obligations for fees, charges and related expenses payable
to the issuer of any letter of credit) or the deferred purchase price of assets
that are considered "interest expense" under Generally Accepted Accounting
Principles plus (b) the portion of rent paid or payable (without
duplication) for that fiscal period by that Person under Capital Lease
Obligations that should be treated as interest in accordance with Financial
Accounting Standards Board Statement No. 13 minus  (plus) (c)
amounts received (paid) under Swap Agreements.

"Investment" means, when used in connection with any Person, any
investment by or of that Person, whether by means of purchase or other
acquisition of stock or other securities of any other Person or by means of a
loan, advance creating a debt, capital contribution, guaranty or other debt or
equity participation or interest in any other Person, including any
partnership and joint venture interests of such Person.  The amount of any
Investment shall be the amount actually invested (minus any return of
capital with respect to such Investment which has actually been received in Cash
or has been converted into Cash), without adjustment for subsequent increases or
decreases in the value of such Investment.

"Joinder Agreement" means the joinder agreement with respect to this
Agreement to be executed and delivered pursuant to Section 5.13 by
any additional Borrower in the form of Exhibit F, either as
originally executed or as it may from time to time be supplemented, modified,
amended, extended or supplanted.

"Laws" means, collectively, all international, foreign, federal, state
and local statutes, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents.

"Lead Arranger" means Fleet Securities, Inc. and Commerzbank AG, New
York and Grand Cayman Branches as Co-Lead Arrangers.

"Leverage Ratio" means, as of the last day of each Fiscal Quarter, the
ratio of (a) Total Liabilities of Parent and its Subsidiaries
as of that date to (b) Adjusted Tangible Assets as of that date.

"LIBOR Banking Day" means any Banking Day on which dealings in Dollar
deposits are conducted by and among banks in the London interbank market.

"LIBOR Lending Office" means, as to each Bank, its office or branch so
designated by written notice to Borrowers and the Administrative Agent as its
LIBOR Lending Office.  If no LIBOR Lending Office is designated by a Bank, its
LIBOR Lending Office shall be its office at its address for purposes of notices
hereunder.

"LIBOR Period" means, as to each LIBOR Rate Loan, the period
commencing on the Closing Date or the date specified by Borrowers in the
applicable Conversion Request, as applicable and ending 1, 2, 3 or 6 months
(or, with the written consent of all of the Banks, any other period) thereafter,
as specified by Borrowers on the Closing Date or in the applicable Conversion
Request; provided that:

(a)The first day of any LIBOR Period shall be a LIBOR Banking Day;

(b)Any LIBOR Period that would otherwise end on a day that is not a LIBOR
Banking Day shall be extended to the next succeeding LIBOR Banking Day unless
such LIBOR Banking Day falls in another calendar month, in which case such LIBOR
Period shall end on the next preceding LIBOR Banking Day; and

(c)No LIBOR Period shall extend beyond the Maturity Date.

"LIBOR Rate" means, with respect to any LIBOR Period for any LIBOR
Rate Loan, the interest rate per annum (rounded upwards, if necessary, to the
nearest 1/1000 of one percent) as determined on the basis of the offered rates
for deposits in Dollars, for the period of time comparable to such LIBOR Period
which appears on the Telerate page 3750 as of 11:00 a.m. London time on the day
that is two (2) LIBOR Banking Days preceding the first day of such LIBOR Period;
provided, however, if the rate described above does not appear on the Telerate
system on any applicable interest determination date, LIBOR shall be the rate
(rounded upwards as described above, if necessary) for deposits in Dollars for a
period substantially equal to the LIBOR Period on the Reuters Page "LIBO" (or
such other page as may replace the LIBO Page on that service for the purpose of
displaying such rates), as of 11:00 a.m. (London Time), on the day that is two
(2) LIBOR Banking Days prior to the beginning of such LIBOR Period.  If both the
Telerate and Reuters systems are unavailable, then the rate for that date will
be determined on the basis of the offered rates for deposits in Dollars for a
period of time comparable to such LIBOR Period which are offered by four major
banks in the London interbank market at approximately 11:00 a.m. London time, on
the day that is two (2) LIBOR Banking Days preceding the first day of such LIBOR
Period as selected by Administrative Agent.  The principal London office of each
of the four major London banks will be requested to provide a quotation of its
U.S. dollar deposit offered rate.  If at least two such quotations are provided,
the rate for that date will be the arithmetic mean of the quotations.  If fewer
than two quotations are provided, the rate for that date will be determined on
the basis of the rates quoted for loans in Dollars to leading European banks for
a period of time comparable to such LIBOR Period offered by major banks in New
York City at approximately 11:00 a.m. (New York City time), on the day that is
two (2) LIBOR Banking Days preceding the first day of such LIBOR Period.  In the
event that Administrative Agent is unable to obtain any such quotation as
provided above, it will be deemed that LIBOR pursuant to a LIBOR Rate Loan
cannot be determined and the provisions of Section 3.8 shall apply.
In the event that the Board of Governors of the Federal Reserve System shall
impose a Reserve Percentage with respect to LIBOR deposits of Administrative
Agent, then for any period during which such Reserve Percentage shall apply, the
LIBOR Rate shall be equal to the amount determined above divided by an amount
equal to 1 minus the Reserve Percentage.

"LIBOR Rate Loan" means a Loan made hereunder and specified to be a
LIBOR Rate Loan in accordance with Article 2.

"LIBOR Reference Bank" means Fleet or such other Bank as may be
appointed by the Administrative Agent with the approval of Parent (which shall
not be unreasonably withheld).

"Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment for security, security interest, encumbrance, lien or charge of any
kind, whether voluntarily incurred or arising by operation of Law or otherwise,
affecting any Property, including any conditional sale or other title
retention agreement, any lease in the nature of a security interest, and/or the
filing of any financing statement (other than a precautionary
financing statement with respect to a lease that is not in the nature of a
security interest) under the Uniform Commercial Code or comparable Law of any
jurisdiction with respect to any Property.

"Loan" means any loan made by a Bank hereunder; such Loans shall be
referred to collectively as "Loans".

"Loan Documents" means, collectively, this Agreement, the Notes, each
Joinder Agreement and any other agreements of any type or nature hereafter
executed and delivered by Borrowers to the Administrative Agent or to any Bank
in any way relating to or in furtherance of this Agreement, in each case either
as originally executed or as the same may from time to time be supplemented,
modified, amended, restated, extended or supplanted.

"Majority Banks" means as of any date of determination, Banks holding
Notes evidencing in the aggregate more than 50% of the aggregate Indebtedness
then evidenced by the Notes.

"Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X.

"Material Adverse Effect" means any set of circumstances or events
which (a) has had or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of any Loan
Document (other than as a result of any action or inaction of the
Administrative Agent or any Bank), (b) has been or could reasonably be
expected to be material and adverse to the business or condition (financial or
otherwise) of Borrowers or (c) has materially impaired or could reasonably
be expected to materially impair the ability of Borrowers to perform the
Obligations.

"Maturity Date" means November 3, 2008. 

"Monthly Payment Date" means the first day of each calendar month.

"Mortgageable Ground Lease" means any lease (a) which is a direct
lease granted by the fee owner of real property, (b) which has a remaining term
(calculated one time only from the later of the Closing Date or the date the
property subject to such lease becomes part of the Qualified Unencumbered Asset
Pool) of not less than thirty (30) years, including extension options which are
exercisable solely at the discretion of a Borrower, (c) under which no material
default has occurred and is continuing, and (d) with respect to which a security
interest may be granted without the consent of the lessor.

"Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA to which Borrowers or any of their
ERISA Affiliates contribute or are obligated to contribute.

"Negative Pledge" means a Contractual Obligation that contains a
covenant binding on Borrowers that prohibits Liens on any of  their Property,
other than (a) any such covenant contained in a Contractual
Obligation granting or relating to a particular Lien which affects only the
Property that is the subject of such Lien and (b) any such covenant that
does not apply to Liens which may secure the Obligations now or in the
future.

"Net Capital Expenditures" means with respect to any Person for any
fiscal period, an amount equal to the sum of the amount of capital expenditures
paid in cash by such Person in order to maintain the general condition and
operation of its Real Property during such fiscal period, excluding any non-
recurring capital expenditures made to update or enhance building infrastructure
or building systems on such Real Property, plus the amount of leasing
costs (including leasing commissions and standard tenant improvements) paid in
cash by such Person with respect to its Real Property during such fiscal
period.

"Net Income" means, with respect to any Person and with respect to any
fiscal period, the net income of that Person for that period, determined in
accordance with Generally Accepted Accounting Principles, consistently
applied.

"Net Rentable Area" means with respect to any Real Property, the floor
area of any buildings, structures or improvements available for leasing to
tenants (excluding storage lockers and parking spaces) determined in accordance
with the Rent Roll for such Real Property, the manner of such determination to
be consistent for all Real Property unless otherwise approved by the
Administrative Agent.

"NOI" means, with respect to any Revenue-Producing Property and with
respect to any fiscal period, the sum of (a) the net income
of that Revenue-Producing Property for that period, plus
(b) Interest Expense of that Revenue-Producing Property for that period,
plus (c) the aggregate amount of federal and state taxes on or
measured by income of that Revenue-Producing Property for that period (whether
or not payable during that period), plus (d) depreciation,
amortization and all other non-cash expenses of that Revenue-Producing Property
for that period, in each case as determined in accordance with Generally
Accepted Accounting Principles.

"Non-Recourse Debt" means Indebtedness of Parent or any of its
Subsidiaries for which the liability of Parent or such Subsidiary (except
with respect to fraud, Hazardous Materials Laws liability and other customary
exceptions) either is contractually limited to collateral securing such
Indebtedness or is so limited by operation of Law.

"Note" means any of the promissory notes made by Borrowers to a Bank
evidencing Loans under that Bank's Pro Rata Share of the Commitment,
substantially in the form of Exhibit G, either as originally
executed or as the same may from time to time be supplemented, modified,
amended, renewed, extended or supplanted.  

"Obligations" means all present and future obligations of every kind
or nature of Borrowers at any time and from time to time owed to the
Administrative Agent or the Banks or any one or more of them, under any one or
more of the Loan Documents, whether due or to become due, matured or unmatured,
liquidated or unliquidated, or contingent or noncontingent, including
obligations of performance as well as obligations of payment, and
including interest that accrues after the commencement of any proceeding
under any Debtor Relief Law by or against Borrowers.

"Opinions of Counsel" means the favorable written legal opinions of
(a) Venable, LLP, special Maryland counsel to Borrowers and
(b) Skadden, Arps, Slate, Meagher & Flom, LLP, special counsel to
Borrowers, in form and substance reasonably satisfactory to Administrative
Agent, respectively, together with copies of all factual certificates and legal
opinions delivered to such counsel in connection with such opinion upon which
such counsel has relied.

"Parent's Proportional Share" means, with respect to any Related
Venture, the percentage of the direct and indirect equity ownership interest of
Parent in the Related Venture.

"Party" means any Person other than the Administrative Agent and the
Banks, which now or hereafter is a party to any of the Loan Documents.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereof established under ERISA.

"Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, which is subject to Title IV of ERISA and with respect to Borrowers
is maintained by Borrowers or to which Borrowers contribute or have an
obligation to contribute, and with respect to any Subsidiary of any Borrower is
maintained by such Subsidiary or to which such Subsidiary contributes or has an
obligation to contribute.

"Permitted Assets" means, as of the last day of any Fiscal Quarter,
(without duplication), (a) all Real Property of the Borrower and its
Subsidiaries which is (i) a Development Investment, (ii) any undeveloped land on
which no improvements have been constructed, or (iii) any other Real Property
other than an improved real estate property that is utilized principally for
office, office/laboratory, research, or manufacturing/warehouse purposes (and
appurtenant amenities), and (b) subject to Section 6.19, equity investments in
any Person (other than Subsidiaries). 

"Permitted Encumbrances" means:

(a)Inchoate Liens incident to construction on or maintenance of Property;
or Liens incident to construction on or maintenance of Property now or hereafter
filed of record for which adequate reserves have been set aside (or deposits
made pursuant to applicable Law) and which are being contested in good faith by
appropriate proceedings and have not proceeded to judgment, provided
that, by reason of nonpayment of the obligations secured by such Liens, no such
Property is subject to a material impending risk of loss or forfeiture;

(b)Liens for taxes and assessments on Property which are not yet past
due; or Liens for taxes and assessments on Property for which adequate reserves
have been set aside and are being contested in good faith by appropriate
proceedings and have not proceeded to judgment, provided that, by reason
of nonpayment of the obligations secured by such Liens, no such Property is
subject to a material impending risk of loss or forfeiture;

(c)defects and irregularities in title to any Property which in the
aggregate do not materially impair the fair market value or use of the Property
for the purposes for which it is or may reasonably be expected to be held;

(d)easements, exceptions, reservations, or other agreements for the
purpose of pipelines, conduits, cables, wire communication lines, power lines
and substations, streets, trails, walkways, drainage, irrigation, water, and
sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or
other minerals, and other like purposes affecting Property which in the
aggregate do not materially burden or impair the fair market value or use of
such Property for the purposes for which it is or may reasonably be expected to
be held;

(e)easements, exceptions, reservations, or other agreements for the
purpose of facilitating the joint or common use of Property in or adjacent to a
shopping center or similar project affecting Property which in the aggregate do
not materially burden or impair the fair market value or use of such Property
for the purposes for which it is or may reasonably be expected to be held;

(f)rights reserved to or vested in any Governmental Agency to control or
regulate, or obligations or duties to any Governmental Agency with respect to,
the use of any Property;

(g)rights reserved to or vested in any Governmental Agency to control or
regulate, or obligations or duties to any Governmental Agency with respect to,
any right, power, franchise, grant, license, or permit;

(h)present or future zoning laws and ordinances or other laws and
ordinances restricting the occupancy, use, or enjoyment of Property  which in
the aggregate do not materially burden or impair the fair market value or use of
such Property for the purposes for which it is or may reasonably be expected to
be held;

(i)statutory Liens, other than those described in clauses (a)
or (b) above, arising in the ordinary course of business (but not in
connection with the incurrence of any Indebtedness) with respect to obligations
which are not delinquent or are being contested in good faith, provided
that, if delinquent, adequate reserves have been set aside with respect thereto
and, by reason of nonpayment, no Property is subject to a material impending
risk of loss or forfeiture;

(j)covenants, conditions, and restrictions affecting the use of Property
which may not give rise to any Lien against such Property and which in the
aggregate do not materially impair the fair market value or use of the Property
for the purposes for which it is or may reasonably be expected to be held;

(k)rights of tenants as tenants only under leases and rental agreements
covering Property entered into in the ordinary course of business of the Person
owning such Property;

(l)Liens consisting of pledges or deposits to secure obligations under
workers' compensation laws or similar legislation, including Liens of judgments
thereunder which are not currently dischargeable;

(m)Liens consisting of pledges or deposits of Property to secure
performance in connection with operating leases made in the ordinary course of
business, provided the aggregate value of all such pledges and deposits
in connection with any such lease does not at any time exceed 20% of the annual
fixed rentals payable under such lease;

(n)Liens consisting of deposits of Property to secure bids made with
respect to, or performance of, contracts (other than contracts
creating or evidencing an extension of credit to the depositor);

(o)Liens consisting of any right of offset, or statutory bankers' lien,
on bank deposit accounts maintained in the ordinary course of business so long
as such bank deposit accounts are not established or maintained for the purpose
of providing such right of offset or bankers' lien;

(p)Liens consisting of deposits of Property to secure statutory
obligations of Borrowers;

(q)Liens created by or resulting from any litigation or legal proceeding
in the ordinary course of business which is currently being contested in good
faith by appropriate proceedings, provided that, adequate reserves have
been set aside and no material Property is subject to a material impending risk
of loss or forfeiture; and

(r)other non-consensual Liens incurred in the ordinary course of business
but not in connection with the incurrence of any Indebtedness, which do not
individually involve amounts in excess of $200,000.00 or in the aggregate
involve amounts in excess of $500,000.00.

"Permitted Right of Others" means a Right of Others consisting of
(a) an interest (other than a legal or equitable co-ownership
interest, an option or right to acquire a legal or equitable co-ownership
interest and any interest of a ground lessor under a ground lease), that does
not materially impair the fair market value or use of Property for the purposes
for which it is or may reasonably be expected to be held, (b) an option or
right to acquire a Lien that would be a Permitted Encumbrance, (c) the
subordination of a lease or sublease in favor of a financing entity and
(d) a license, or similar right, of or to Intangible Assets granted in the
ordinary course of business.

"Person" means any individual or entity, including a trustee,
corporation, limited liability company, general partnership, limited
partnership, joint stock company, trust, estate, unincorporated organization,
business association, firm, Joint Venture, Governmental Agency, or other
entity.

"Preferred Distributions" means for any period, the amount of any and
all Distributions due and payable to the holders of Preferred Equity. 

"Preferred Equity" means any form of preferred stock (whether
perpetual, convertible or otherwise) or other ownership or beneficial interest
in Parent or any of its Subsidiaries that entitles the holders thereof to
preferential payment or distribution priority with respect to dividends, assets
or other payments over the holders of any other stock or other ownership or
beneficial interest in such Person.

"Pricing Certificate" means a certificate in the form of Exhibit
J, properly completed and signed by a Senior Officer of Borrowers.

"Pricing Period" means (a) the period commencing on the Closing
Date and ending on December 1, 2003, (b) the period commencing on each
December 2, and ending on the next following March 1, (c) the
period commencing on each March 2 and ending on the next following
June 1, (d) the period commencing on each June 2 and ending on
the next following September 1, and (e) the period commencing on each
September 2, and ending on the next following December 1.

"Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

"Pro Rata Share" means, with respect to each Bank, the percentage of
the Commitment set forth opposite the name of that Bank on
Schedule 1.1, as such percentage may be increased or decreased
pursuant to a Commitment Assignment and Acceptance executed in accordance with
Section 11.8.

"Qualified Unencumbered Asset Pool Property" means a Revenue-Producing
Property that (a) is wholly owned in fee simple absolute or a leasehold
interest pursuant to a Mortgageable Ground Lease by Parent or any other Borrower
that is a Wholly-Owned Subsidiary, (b) is occupied or available for occupancy
(subject to final tenant improvements), (c) to the best of Borrowers'
knowledge and belief, does not have any title, survey, environmental or other
defects that would give rise to a materially adverse effect as to the value, use
of or ability to sell or refinance such property, (d) is Unencumbered, and
(e) would not cause the Borrowers to be in violation of the covenant set
forth in Section 5.17.  For purposes of clarification, a Development
Investment shall not be considered a Qualified Unencumbered Asset Pool
Property.

"Quarterly Payment Date"   means each January 1, April 1,
July 1 and  October  1.

"Real Property" means, as of any date of determination, all real
property then or theretofore owned, leased or occupied by any of Borrowers.

"Reference Rate" means the variable annual rate of interest announced
from time to time by the Domestic Reference Bank in Boston, Massachusetts (or
other headquarters city of the Domestic Reference Bank), as its "prime rate,"
which rate is a reference rate and does not necessarily represent the lowest or
best rate charged to any customer.  It is a rate set by the Domestic Reference
Bank based upon various factors including the Domestic Reference Bank's costs
and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate.  Any change in the Reference Rate announced by the
Domestic Reference Bank shall take effect at the opening of business on the day
on which such change in the base rate becomes effective.

"Regulation D" means Regulation D, as at any time amended,
of the Board of Governors of the Federal Reserve System, or any other regulation
in substance substituted therefor.

"Regulations T, U and X" means Regulations T, U and X, as at
any time amended, of the Board of Governors of the Federal Reserve System, or
any other regulations in substance substituted therefor.

"Related Venture" means a corporation, limited liability company,
partnership or other Person that owns one or more Revenue-Producing Properties
and which is not a Wholly-Owned Subsidiary.

"Rent Roll" means a report prepared by a Borrower showing for the Real
Property owned by it, its occupancy, lease expiration dates, lease rent and
other information in substantially the form presented to the Administrative
Agent prior to the date hereof or in such other form as may have been approved
by the Administrative Agent.

"Requirement of Law" means, as to any Person, the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any Law, or judgment, award, decree, writ or
determination of a Governmental Agency, in each case applicable to or binding
upon such Person or any of its Property or to which such Person or any of its
Property is subject.

"Requisite Banks" means as of any date of determination, Banks holding
Notes evidencing in the aggregate 67% or more of the aggregate Indebtedness then
evidenced by the Notes.

"Reserve Percentage" means for any day with respect to a LIBOR Rate
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves (including, without limitation,
all base, supplemental, marginal and other reserves) under Regulation D of the
Board of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D or any successor or similar
regulation), if such liabilities were outstanding.  The Reserve Percentage shall
be adjusted automatically on and as of the effective date of any change in the
Reserve Percentage.

"Responsible Official" means (a) when used with reference to a
Person other than an individual, any corporate officer of such Person, general
partner or managing member of such Person, corporate officer of a corporate
general partner or managing member of such Person, or corporate officer of a
corporate general partner of a partnership that is a general partner of such
Person or corporate managing member of a limited liability company that is a
managing member of such Person, or any other responsible official thereof duly
acting on behalf thereof, and (b) when used with reference to a Person who
is an individual, such Person.  The Administrative Agent and the Banks shall be
entitled to conclusively rely upon any document or certificate that is signed or
executed by a Responsible Official of Parent or any of its Subsidiaries as
having been authorized by all necessary corporate, partnership and/or other
action on the part of Parent or such Subsidiary.

"Revenue-Producing Property" means an identifiable improved real
estate property that is utilized principally for office, office/laboratory,
research or manufacturing/warehouse purposes (including the underlying
real property and all appurtenant real property rights) or for such other
purposes as the Requisite Banks may approve which produces revenue to a Borrower
or its Subsidiary.

"Revolver" means that certain Fourth Amended and Restated Revolving
Loan Agreement dated as of November 3, 2003, among the Borrowers, Fleet National
Bank, individually and as administrative agent, and the other lending
institutions from time to time parties thereto, as the same may from time to
time be supplemented, modified, amended, restated or extended.

"Revolver Loan Documents" means collectively all documents,
instruments and agreements evidencing, securing or otherwise relating to the
Revolver.

"Right of Others" means, as to any Property in which a Person has an
interest, any legal or equitable right, title or other interest (other than a
Lien) held by any other Person in that Property, and any option or right held by
any other Person to acquire any such right, title or other interest in that
Property, including any option or right to acquire a Lien;
provided, however, that (a) no covenant restricting the use or
disposition of Property of such Person contained in any Contractual Obligation
of such Person and (b) no provision contained in a contract creating a
right of payment or performance in favor of a Person that conditions, limits,
restricts, diminishes, transfers or terminates such right shall be deemed to
constitute a Right of Others.

"Secured Debt" means Indebtedness of Parent or any of its Subsidiaries
(including Indebtedness of a Related Venture which is the subject of a
Guaranty Obligation of Parent or a Subsidiary of Parent or, if such Person is a
partnership, of which Parent or a Subsidiary of Parent is a general partner,
Parent's or such Subsidiaries' pro rata share of any such Indebtedness of
unconsolidated Persons) that is secured by a Lien or is subject to a Negative
Pledge.

"Senior Officer" means (a) the chief executive officer,
(b) the chairman or (c) the chief financial officer, in each case of any of
the Borrowers or of any of their corporate general partners or managing members,
as applicable.

"Special LIBOR Circumstance" means the application or adoption after
the Closing Date of any Law or interpretation, or any change therein or thereof,
or any change in the interpretation or administration thereof by any
Governmental Agency, central bank or comparable authority charged with the
interpretation or administration thereof, or compliance by any Bank or its LIBOR
Lending Office with any request or directive (whether or not having the force of
Law) of any such Governmental Agency, central bank or comparable authority.

"Stockholders' Equity" means, as of the last day of any Fiscal
Quarter, (a) the sum of (i) all assets of the Parent and its Subsidiaries
determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles (provided in the event that Parent or its Subsidiary has
an ownership or other equity interest in any other Person, which investment is
not consolidated in accordance with Generally Accepted Accounting Principles
then the assets of such Person shall include such Person's or its Subsidiaries'
allocable share of all assets of such Person in which a minority interest is
owned based on such Person's respective ownership interest in such other Person)
(ii) minus Intangible Assets of Parent and its Subsidiaries as of that
date minus (b) Total Liabilities of Parent and its Subsidiaries as of
such date.

"Subsidiary" means, as of any date of determination and with respect
to any Person, (a) any corporation, limited liability company, partnership
or other Person (whether or not, in any case, characterized as such or as a
joint venture), whether now existing or hereafter organized or acquired:
(i) in the case of a corporation, of which a majority of the securities
having ordinary voting power for the election of directors or other governing
body (other than securities having such power only by reason of the happening of
a contingency) are at the time beneficially owned by such Person and/or one or
more Subsidiaries of such Person, or (ii) in the case of a partnership or
limited liability company, of which a majority of the partnership, membership or
other ownership interests are at the time beneficially owned by such Person
and/or one or more of its Subsidiaries; and (b) any other Person the
accounts of which are consolidated with the accounts of the designated
parent.

"Swap Agreement" means a written agreement between Borrowers and one
or more financial institutions, including without limitation, Fleet, providing
for "swap", "cap", "collar" or other interest rate protection with respect to
any Indebtedness.

"Test Debt Service Coverage Amount" means at any time determined under
this Agreement, an amount obtained by dividing (a) the sum of the aggregate
Adjusted NOI from the Unencumbered Asset Pool for the preceding four (4) full
Fiscal Quarters, by (b) the annual amount of principal and interest that
would be payable on the total outstanding balance of all unsecured Indebtedness
of the Parent and its Subsidiaries (including the Loan) when bearing interest at
a rate per annum equal to the then-current annual yield on ten (10) year
obligations issued by the United States Treasury most recently prior to the date
of determination plus two percent (2.0%) and payable based on a twenty-five year
mortgage style amortization schedule (expressed as a mortgage constant
percentage).  The Test Debt Service Coverage Amount shall be determined by the
Borrowers and shall be satisfactory to the Administrative Agent, provided that
in the event that, as of any date under this Agreement, the Test Debt Service
Coverage Amount is required to be determined hereunder and such determination
shall have not been made as provided above, then such amount shall be determined
by the Administrative Agent.  An example of the calculation of the Test Debt
Service Coverage Amount is set forth in Schedule 1.2 attached hereto.  In
the event that a Borrower shall have owned a property within the Unencumbered
Asset Pool for less than four (4) full consecutive Fiscal Quarters, then for the
purposes of performing such calculation, the Adjusted NOI with respect to such
property shall be annualized by the applicable Borrower in a manner reasonably
acceptable to the Administrative Agent.

"Total Assets" means all assets of a Person and its Subsidiaries
determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles; provided that all Real Property owned by a Person that is
improved and operating and is not a Development Investment shall be valued based
on its Asset Value.  In the event that a Person has an ownership or other equity
interest in any other Person, which investment is not consolidated in accordance
with Generally Accepted Accounting Principles (that is, such interest is a
"minority interest"), then the assets of a Person and its Subsidiaries shall
include such Person's or its Subsidiaries' allocable share of all assets of such
Person in which a minority interest is owned based on such Person's respective
ownership interest in such other Person.

"Total Liabilities" means all liabilities of a Person and its
Subsidiaries determined on a consolidated basis in accordance with Generally
Accepted Accounting Principles and all Indebtedness and Guaranty Obligations of
such Person and its Subsidiaries, whether or not so classified. In the event
that a Person has an ownership or other equity interest in any other Person,
which investment is not consolidated in accordance with Generally Accepted
Accounting Principles (that is, such interest is a "minority interest"), then
the liabilities of a Person and its Subsidiaries shall include such Person's or
its Subsidiaries' allocable share of all indebtedness of such Person in which a
minority interest is owned based on such Person's respective ownership interest
in such other Person.

"to the best knowledge of" means, when modifying a representation,
warranty or other statement of any Person, that the fact or situation described
therein is known by the Person (or, in the case of a Person other than a natural
Person, known by a Responsible Official of that Person) making the
representation, warranty or other statement, or with the exercise of reasonable
due diligence under the circumstances (in accordance with the standard of what a
reasonable Person in similar circumstances would have done) would have been
known by the Person (or, in the case of a Person other than a natural Person,
would have been known by a Responsible Official of that Person).

"type", when used with respect to any Loan, means the designation of
whether such Loan is an Alternate Base Rate Loan, or a LIBOR Rate Loan.

"Unencumbered" means, with respect to any Revenue-Producing Property,
that such Revenue-Producing Property (a) is not subject to any Lien
other than Permitted Encumbrances, (b) is not subject to any
Negative Pledge and (c) is not held by a Person any of whose direct or
indirect equity interests are subject to a Lien or Negative Pledge.

"Unencumbered Asset Pool" means, as of any date of determination,
(a) the Initial Pool Properties, plus (b) each other Qualified
Unencumbered Asset Pool Property which has been added to the Unencumbered Asset
Pool pursuant to Section 2.11 as of such date, minus (c) any
Revenue-Producing Property which has been removed from the Unencumbered Asset
Pool pursuant to Section 2.11 as of such date.

"Wholly-Owned Subsidiary" means a Subsidiary of Parent, 100% of the
capital stock or other equity interest of which is owned, directly or
indirectly, by Parent, except for director's qualifying shares required
by applicable Laws.


1.2  Use of Defined Terms.  Any defined term used
in the plural shall refer to all members of the relevant class, and any defined
term used in the singular shall refer to any one or more of the members of the
relevant class.


1.3  Accounting Terms.  All accounting terms not
specifically defined in this Agreement shall be construed in conformity with,
and all financial data required to be submitted by this Agreement shall be
prepared in conformity with, Generally Accepted Accounting Principles applied on
a consistent basis, except as otherwise specifically prescribed herein.  In the
event that Generally Accepted Accounting Principles change during the term of
this Agreement such that the covenants contained in Sections 6.5
through 6.15 and Sections 6.21 and 6.22, inclusive,
would then be calculated in a different manner or with different components,
(a) Borrowers and the Banks agree to amend this Agreement in such respects
as are necessary to conform those covenants as criteria for evaluating
Borrowers' financial condition to substantially the same criteria as were
effective prior to such change in Generally Accepted Accounting Principles and
(b) Borrowers shall be deemed to be in compliance with the covenants
contained in the aforesaid Sections if and to the extent that Borrowers would
have been in compliance therewith under Generally Accepted Accounting Principles
as in effect immediately prior to such change, but shall have the obligation to
deliver each of the materials described in Article 7 to the Administrative
Agent and the Banks, on the dates therein specified, with financial data
presented in a manner which conforms with Generally Accepted Accounting
Principles as in effect immediately prior to such change.


1.4  Rounding.  Any financial ratios required to be
maintained by Borrowers pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed in
this Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.


1.5  Exhibits and Schedules.  All Exhibits and
Schedules to this Agreement, either as originally existing or as the same may
from time to time be supplemented, modified or amended, are incorporated herein
by this reference.  A matter disclosed on any Schedule shall be deemed disclosed
on all Schedules.


1.6  References to "Borrowers and their
Subsidiaries".  Any reference herein to "Borrowers and their Subsidiaries"
or the like shall refer solely to Borrowers during such times, if any, as
Borrowers shall have no Subsidiaries.


1.7  Miscellaneous Terms.  The term "or" is
disjunctive; the term "and" is conjunctive.  The term "shall" is mandatory; the
term "may" is permissive.  Masculine terms also apply to females; feminine terms
also apply to males.  The term "including" is by way of example and not
limitation.


ARTICLE 2



LOANS


2.1  Loans-General.

	Subject to the terms and conditions set forth in this Agreement, each Bank
shall lend to Borrowers the amount of its Commitment on the Closing Date for the
purposes set forth in Section 5.9; provided that in all events no Default
or Event of Default shall have occurred and be continuing.  The Loans shall be
made pro rata in accordance with each Bank's Pro Rata Share.  No
Bank shall have any obligation to make Loans to the Borrowers in the maximum
aggregate principal amount outstanding of more than the principal face amount of
its Note.  The funding of the Loans hereunder shall constitute a representation
and warranty by the Borrowers that all conditions set forth in Section 8
have been satisfied unless such condition has been expressly waived by
Administrative Agent or the Banks as required hereunder.
	[Intentionally Omitted].
	[Intentionally Omitted].
	Not later than 2:00 p.m., Massachusetts time, on the Closing Date, each Bank
shall make its Pro Rata Share of the Loans in immediately available funds
available to the Administrative Agent at the Administrative Agent's Office.
Upon satisfaction or waiver of the applicable conditions set forth in
Article 8, such Loans shall be credited on that date in immediately
available funds to the Designated Deposit Account.
	[Intentionally Omitted]. 
	The Loans made by each Bank under the Commitment shall be evidenced by that
Bank's Note.
	[Intentionally Omitted]. 
	[Intentionally Omitted]. 



2.2  [Intentionally Omitted].


2.3  [Intentionally Omitted]. 


2.4  Conversion Options.  

	The Borrowers may elect from time to time to convert all or a portion of any
outstanding Loan to a Loan of another type and such Loan shall thereafter bear
interest as an Alternate Base Rate Loan or a LIBOR Rate Loan, as applicable;
provided that (i) with respect to any such conversion of a LIBOR Rate
Loan to an Alternate Base Rate Loan, (A) the Borrowers shall give the
Administrative Agent prior written notice of such election no later than 2:00
p.m. Massachusetts time on the date (which must be a Banking Day) prior to the
date of the requested conversion, and (B) such conversion shall be made on the
last day of the LIBOR Period with respect to such LIBOR Rate Loan (or on such
earlier date as Borrowers may request, provided Borrowers pay to Administrative
Agent the fees set forth in Section 3.8(e)); (ii) with respect to any such
conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, (A) the
Borrowers shall give the Administrative Agent prior written notice of such
election and the LIBOR Period requested for such Loan no later than 2:00 p.m.
Massachusetts time at least three (3) LIBOR Banking Days before the first day of
the applicable LIBOR Period; (B) on the date which is two (2) LIBOR Banking Days
before the first day of the applicable LIBOR Period, the Administrative Agent
shall confirm its determination of the applicable LIBOR Rate (which
determination shall be conclusive in the absence of manifest error) and promptly
shall give notice of the same to Borrowers and the Banks by telephone or
telecopier (and if by telephone, promptly confirmed by telecopier); (C) the
principal amount of the Loan so converted shall be in a minimum aggregate amount
of $2,000,000 or an integral multiple of $100,000 in excess thereof and, (D)
after giving effect to the making of such Loan, there shall be no more than five
(5) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be
converted into a LIBOR Rate Loan when any Default or Event of Default has
occurred and is continuing.  All or any part of the outstanding Loans of any
type may be converted as provided herein, provided that no partial
conversion shall result in an Alternate Base Rate Loan in an aggregate principal
amount of less than $1,000,000 or a LIBOR Rate Loan in an aggregate principal
amount of less than $2,000,000 and that the aggregate principal amount of each
Loan shall be an integral multiple of $100,000.  On the date on which such
conversion is being made, each Bank shall take, to the extent it deems it
necessary to do so, such action as is necessary to transfer its Pro Rata Share
of such Loans to its Domestic Lending Office or its LIBOR Lending Office,
as the case may be.  Each Conversion Request relating to the conversion of an
Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the
Borrowers.
	Any LIBOR Rate Loan may be continued as such type upon the expiration of an
LIBOR Period with respect thereto by compliance by the Borrowers with the terms
of this Section 2.4; provided that no LIBOR Rate Loan may be
continued as such when any Default or Event of Default has occurred and is
continuing, but shall be automatically converted to an Alternate Base Rate Loan
on the last day of the LIBOR Period relating thereto ending during the
continuance of any Default or Event of Default.
	In the event that the Borrowers do not notify the Administrative Agent of
their election hereunder with respect to any Loan, such Loan shall be
automatically converted to an Alternate Base Rate Loan at the end of the
applicable LIBOR Period.
	Nothing contained herein shall require any Bank to fund any LIBOR Rate Loan
in the London interbank market.



2.5  [Intentionally Omitted].


2.6  [Intentionally Omitted]. 


2.7  [Intentionally Omitted].


2.8  [Intentionally Omitted]. 


2.9  Administrative Agent's Right to Assume Funds
Available for Advances.  Unless the Administrative Agent shall have been
notified by any Bank no later than 10:00 a.m. Massachusetts time on the
Banking Day of the proposed funding by the Administrative Agent of any Loan that
such Bank does not intend to make available to the Administrative Agent such
Bank's portion of the total amount of such Loan, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on the date of the Loan and the Administrative Agent may, in reliance upon such
assumption, make available to Borrowers a corresponding amount.  If the
Administrative Agent has made funds available to Borrowers based on such
assumption and such corresponding amount is not in fact made available to the
Administrative Agent by such Bank, the Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Bank.  If such Bank does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent promptly shall notify Borrowers and
Borrowers shall pay such corresponding amount to the Administrative Agent.  The
Administrative Agent also shall be entitled to recover from such Bank or
Borrowers interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to
Borrowers to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) from such Bank, the daily
Federal Funds Rate or (ii) from the Borrowers, at the applicable rate for such
Loan.  Nothing herein shall be deemed to relieve any Bank from its obligation to
fulfill its share of the Commitments or to prejudice any rights which the
Administrative Agent or Borrowers may have against any Bank as a result of any
default by such Bank hereunder.


2.10  [Intentionally Omitted]. 


2.11 Unencumbered Asset Pool.  Borrowers may at any
time add a Qualified Unencumbered Asset Pool Property to the Unencumbered Asset
Pool pursuant to this Section 2.11, which process shall be initiated
by delivery by Borrowers to the Administrative Agent (which the Administrative
Agent shall promptly distribute to the Banks) of a complete description of the
Qualified Unencumbered Asset Pool Property, the most recent year operating
income statement related thereto (to the extent available), cash flow
projections for such property for at least the next twelve (12) months, a
description of all tenants and leases with respect thereto, a certification of a
Senior Officer of the Borrowers that Parent has obtained a current written
report prepared by a qualified independent expert with respect to Hazardous
Materials related thereto which discloses that such property would not be in
violation of the representations and covenants of this Agreement and other
written materials reasonably requested by any Bank.  Borrowers may remove a
Revenue-Producing Property from the Unencumbered Asset Pool by delivery to the
Administrative Agent (for distribution to the Banks) of a written notice to that
effect, accompanied by a Certificate of a Senior Officer of Borrowers evidencing
compliance with Sections 6.21 and 6.22 of this Agreement as
of the most recently-ended Fiscal Quarter taking into account such removal,
which removal shall be effective on the third (3rd) day after the date of such
notice.


2.12  Representative of Borrowers.  Each of
Borrowers hereby appoints Parent as its agent, attorney-in-fact and
representative for the purpose of making Conversion Requests, payment and
prepayment of Loans, the giving and receipt of notices by and to Borrowers under
this Agreement and all other purposes incidental to any of the foregoing.  Each
of Borrowers agrees that any action taken by Parent as the agent, attorney-in-
fact and representative of such Borrowers shall be binding on such Borrowers to
the same extent as if directly taken by such Borrower.


2.13  Intentionally Omitted.


ARTICLE 3



PAYMENTS AND
FEES


3.1  Principal and Interest.

	Interest shall be payable on the outstanding daily unpaid principal amount
of each Loan from the Drawdown Date until payment in full is made and shall
accrue and be payable at the rates set forth or provided for herein before and
after Default, before and after maturity, before and after judgment, and before
and after the commencement of any proceeding under any Debtor Relief Law, with
interest on overdue interest at the Default Rate, in each case to the fullest
extent permitted by applicable Laws.
	Interest accrued on each Alternate Base Rate Loan shall be due and payable
on each Monthly Payment Date.  Except as otherwise provided in
Section 3.9, the unpaid principal amount of any Alternate Base Rate
Loan shall bear interest at a fluctuating rate per annum equal to the Alternate
Base Rate plus the Applicable Margin.  Each change in the interest rate
under this Section 3.1(b) due to a change in the Alternate Base Rate
shall take effect simultaneously with the corresponding change in the Alternate
Base Rate.
	Interest accrued on each LIBOR Rate Loan shall be due and payable on each
Monthly Payment Date.  Except as otherwise provided in
Section 3.9, the unpaid principal amount of any LIBOR Rate Loan
shall bear interest at a rate per annum equal to the LIBOR Rate for that LIBOR
Rate Loan plus the Applicable Margin.
	In the event that any additional interest becomes due and payable for any
period with respect to a Loan as a result of the Applicable Margin being
determined based on the Leverage Ratio or any change in the Leverage Ratio, and
the interest for such period has previously been paid by the Borrowers, the
Borrowers shall pay to the Administrative Agent for the account of the Banks the
amount of such increase within ten (10) days of demand.
	If not sooner paid, the principal Indebtedness evidenced by the Notes shall
be payable on the Maturity Date.
	The Notes may, at any time and from time to time, voluntarily be paid or
prepaid in whole or in part without premium or penalty, except that with
respect to any voluntary prepayment under this Section, (i) any partial
prepayment shall be not less than $1,000,000, (ii) the Administrative Agent
shall have received written notice of any prepayment by 12:00 noon Massachusetts
time on the date of prepayment (which must be a Banking Day) in the case of an
Alternate Base Rate Loan, and, in the case of a LIBOR Rate Loan, three (3)
Banking Days before the date of prepayment, which notice shall identify the date
and amount of the prepayment and the Loan(s) being prepaid, (iii) each
prepayment of principal on any Loan shall be accompanied by payment of interest
accrued to the date of payment on the amount of principal paid, (iv) any
payment or prepayment of all or any part of any LIBOR Rate Loan on a day other
than the last day of the applicable LIBOR Period shall be subject to
Section 3.8(e) and (v) upon any partial prepayment of a LIBOR
Rate Loan that reduces it below $2,000,000, the remaining portion thereof shall
automatically convert to an Alternate Base Rate Loan.  
	All of the Borrowers' interest in the gross proceeds of each and every sale
or refinancing of real estate assets of the Borrowers and their respective
Subsidiaries (whether held directly or indirectly) or of a sale of a Borrower as
permitted by Section 6.18, less (i) all amounts required to be paid to
the lenders under the Revolver in connection with such sale or refinancing
pursuant to the Revolver Loan Documents, and (ii) all reasonable costs, expenses
and commissions paid to unrelated parties and less any Indebtedness (other than
the Obligations) secured by such asset to be satisfied as a part of such sale or
refinance, shall be promptly paid by the Borrowers to the Administrative Agent
for the account of the Banks as a prepayment of the Loans to the extent of the
outstanding balance of the Loans (provided that such amounts may at Borrower's
option be deposited with Administrative Agent as security for the Obligations
and applied against the Obligations upon the expiration of the next succeeding
LIBOR Periods, if applicable, following the occurrence of such event requiring
such prepayment, to minimize the payment of costs pursuant to Section
3.8(e)).  The Borrowers shall upon the request of the Administrative
Agent enter into such further instruments (including financing statements) to
further evidence or perfect such security interest.  The Banks may elect at any
time to apply any such deposited amounts as a prepayment of the Loan, provided
that in connection with such application no costs pursuant to Section
3.8(e) shall be charged to Borrowers.  Notwithstanding anything contained
herein to the contrary, the parties hereto acknowledge and agree that the Loans
shall be pari pasu with the loans evidenced by the Revolver Loan Documents.

	Unless otherwise approved by the Administrative Agent, the Borrowers shall
cause all gross proceeds of each and every Debt Offering and Equity Offering,
less (i) all amounts required to be paid to the lenders under the Revolver in
connection with such Debt Offering or Equity Offering pursuant to the Revolver
Loan Documents, and (ii) all reasonable costs, fees, expenses, underwriting
commissions, fees and discounts incurred in connection therewith, to be paid by
the Borrowers to the Administrative Agent for the account of the Banks as a
prepayment of the Loans within ten (10) days of the date of such offering to the
extent of the outstanding balance of the Loans (provided that such amounts may
at Borrower's option be deposited with Administrative Agent as security for the
Obligations and applied against the Obligations upon the expiration of the next
succeeding LIBOR Periods, if applicable, following the occurrence of such event
requiring such prepayment, to minimize the payment of costs pursuant to Section
3.8(e)).  The Borrowers shall upon the request of the Administrative
Agent enter into such further instruments (including financing statements) to
further evidence or perfect such security interest.  The Banks may elect at any
time to apply any such deposited amounts as a prepayment of the Loan, provided
that in connection with such application no costs pursuant to Section
3.8(e) shall be charged to Borrowers.  Notwithstanding anything contained
herein to the contrary, the parties hereto acknowledge and agree that in no
event shall the foregoing provision or any other provision contained herein be
deemed to subordinate the Loans to the loans evidenced by the Revolver Loan
Documents.
	Amounts of the Loans prepaid may not be reborrowed.



3.2  Closing Fee.  On the Closing Date, Borrowers
shall pay to the Administrative Agent the closing fees as heretofore agreed upon
pursuant to the Agreement Regarding Fees between Borrowers and the
Administrative Agent.  The closing fees paid to the Administrative Agent are
solely for its own account and are nonrefundable.  Administrative Agent shall
pay to the other Banks on the Closing Date a closing fee in accordance with
their separate written agreement.


3.3  [Intentionally Omitted].


3.4  [Intentionally Omitted].


3.5  Agency Fee.  Borrowers shall pay to the
Administrative Agent an agency fee in such amounts and at such times as
heretofore agreed pursuant to the Agreement Regarding Fees between Borrowers and
the Administrative Agent.  The agency fee paid to the Administrative Agent is
solely for its own account and is nonrefundable.



3.6  [Intentionally Omitted].


3.7  Increased Commitment Costs.  If any Bank shall
determine in good faith that the introduction after the Closing Date of any
applicable law, rule, regulation or guideline regarding capital adequacy, or any
change therein or any change in the interpretation or administration thereof by
any central bank or other Governmental Agency charged with the interpretation or
administration thereof, or compliance by such Bank (or its LIBOR Lending Office)
or any corporation controlling such Bank, with any request, guideline or
directive regarding capital adequacy (whether or not having the force of Law) of
any such central bank or other authority not imposed as a result of such Bank's
or such corporation's failure to comply with any other Laws, affects or would
affect the amount of capital required or expected to be maintained by such Bank
or any corporation controlling such Bank and (taking into consideration such
Bank's or such corporation's policies with respect to capital adequacy and such
Bank's desired return on capital) determines in good faith that the amount of
such capital is increased, or the rate of return on capital is reduced, as a
consequence of its obligations under this Agreement, then, within ten (10)
Banking Days after demand of such Bank, Borrowers shall pay to such Bank, from
time to time as specified in good faith by such Bank, additional amounts
sufficient to compensate such Bank in light of such circumstances, to the extent
reasonably allocable to such obligations under this Agreement, provided
that Borrowers shall not be obligated to pay any such amount which arose prior
to the date which is ninety (90) days preceding the date of such demand or is
attributable to periods prior to the date which is ninety (90) days
preceding the date of such demand.  Each Bank's determination of such amounts
shall be conclusive in the absence of manifest error.


3.8  LIBOR Costs and Related Matters.

	[Intentionally Omitted].
	If, after the date hereof, the existence or occurrence of any Special LIBOR
Circumstance:

	shall subject any Bank or its LIBOR Lending Office to any tax, duty or other
charge or cost with respect to any LIBOR Rate Loans, any of its Notes evidencing
LIBOR Rate Loans, or shall change the basis of taxation of payments to any Bank
attributable to the principal of or interest on any LIBOR Rate Loans or any
other amounts due under this Agreement in respect of any LIBOR Rate Loans, any
of its Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR Rate
Loans (provided, that Borrowers shall not be obligated to pay any such
amount which arose prior to the date which is ninety (90) days preceding
the date of such demand or is attributable to periods prior to the date which is
ninety (90) days preceding the date of such demand), excluding
(i) taxes imposed on or measured in whole or in part by its overall net
income by (A) any jurisdiction (or political subdivision thereof) in which
it is organized or maintains its principal office or LIBOR Lending Office or
(B) any jurisdiction (or political subdivision thereof) in which it is
"doing business" and (ii) any withholding taxes or other taxes based on
gross income imposed by the United States of America for any period with respect
to which it has failed to provide Borrowers with the appropriate form or forms
required by Section 11.21, to the extent such forms are then
required by applicable Laws;
	shall impose, modify or deem applicable any reserve not applicable or deemed
applicable on the date hereof (including any reserve imposed by the Board
of Governors of the Federal Reserve System, special deposit, capital or similar
requirements against assets of, deposits with or for the account of, or credit
extended by, any Bank or its LIBOR Lending Office); or
	shall impose on any Bank or its LIBOR Lending Office or the London interbank
market any other condition affecting any LIBOR Rate Loans, any of its Notes
evidencing LIBOR Rate Loans, its obligation to make LIBOR Rate Loans or this
Agreement, or shall otherwise affect any of the same;



and the result of any of the foregoing, as determined in good faith by such
Bank, increases the cost to such Bank or its LIBOR Lending Office of making or
maintaining any LIBOR Rate Loan or in respect of any LIBOR Rate Loan, any of its
Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR Rate Loans or
reduces the amount of any sum received or receivable by such Bank or its LIBOR
Lending Office with respect to any LIBOR Rate Loan, any of its Notes evidencing
LIBOR Rate Loans or its obligation to make LIBOR Rate Loans (assuming such
Bank's LIBOR Lending Office had funded 100% of its LIBOR Rate Loans in the
London interbank market), then, within five (5) Banking Days after demand
by such Bank (with a copy to the Administrative Agent), Borrowers shall pay to
such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction (determined as though such Bank's LIBOR Lending
Office had funded 100% of its LIBOR Rate Loans in the London interbank market).
A statement of any Bank claiming compensation under this subsection shall be
conclusive in the absence of manifest error.

	If, after the date hereof, the existence or occurrence of any Special LIBOR
Circumstance shall, in the good faith opinion of any Bank, make it unlawful or
impossible for such Bank or its LIBOR Lending Office to make, maintain or fund
its portion of any LIBOR Rate Loan, or materially restrict the authority of such
Bank to purchase or sell, or to take deposits of, Dollars in the London
interbank market, or to determine or charge interest rates based upon the LIBOR
Rate, and such Bank shall so notify the Administrative Agent, then such Bank's
obligation to make LIBOR Rate Loans shall be suspended for the duration of such
illegality or impossibility and the Administrative Agent forthwith shall give
notice thereof to the other Banks and Borrowers.  Upon receipt of such notice,
the outstanding principal amount of such Bank's LIBOR Rate Loans, together with
accrued interest thereon, automatically shall be converted to Alternate Base
Rate Loans on either (1) the last day of the LIBOR Period(s) applicable to
such LIBOR Rate Loans if such Bank may lawfully continue to maintain and fund
such LIBOR Rate Loans to such day(s) or (2) immediately if such Bank may
not lawfully continue to fund and maintain such LIBOR Rate Loans to such day(s),
provided that in such event the conversion shall not be subject to
payment of a prepayment fee under Section 3.8(e).  Each Bank agrees
to endeavor promptly to notify Borrowers of any event of which it has actual
knowledge, occurring after the Closing Date, which will cause that Bank to
notify the Administrative Agent under this Section, and agrees to designate a
different LIBOR Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Bank, otherwise be
materially disadvantageous to such Bank.  In the event that any Bank is unable,
for the reasons set forth above, to make, maintain or fund its portion of any
LIBOR Rate Loan, such Bank shall fund such amount as an Alternate Base Rate Loan
for the same period of time, and such amount shall be treated in all respects as
an Alternate Base Rate Loan.  Any Bank whose obligation to make LIBOR Rate Loans
has been suspended under this Section shall promptly notify the Administrative
Agent and Borrowers of the cessation of the Special LIBOR Circumstance which
gave rise to such suspension.
	If, with respect to any proposed LIBOR Rate Loan:

	the Administrative Agent reasonably determines that, by reason of
circumstances affecting the London interbank market generally that are beyond
the reasonable control of the Banks, deposits in Dollars (in the applicable
amounts) are not being offered to any Bank in the London interbank market for
the applicable LIBOR Period; or
	the Requisite Banks advise the Administrative Agent that the LIBOR Rate as
determined by the Administrative Agent (i) does not represent the effective
pricing to such Banks for deposits in Dollars in the London interbank market in
the relevant amount for the applicable LIBOR Period, or (ii) will not
adequately and fairly reflect the cost to such Banks of making the applicable
LIBOR Rate Loan;



then the Administrative Agent forthwith shall give notice thereof to
Borrowers and the Banks, whereupon until the Administrative Agent notifies
Borrowers that the circumstances giving rise to such suspension no longer exist,
the obligation of the Banks to make any LIBOR Rate Loans or convert Loans of
another type to LIBOR Rate Loans shall be suspended.

	Upon payment or prepayment of any LIBOR Rate Loan (other than
as the result of a conversion required under Section 3.8(c) or as
provided in the penultimate sentence of each of Section 3.1(h) and
3.1(i)) on a day other than the last day in the applicable LIBOR Period
(whether voluntarily, involuntarily, by reason of acceleration, or otherwise),
the failure of Borrowers to borrow on the Closing Date the amount specified for
a LIBOR Rate Loan, Borrowers, unless waived by the applicable Bank, shall pay to
the appropriate Bank within ten (10) Banking Days after demand a prepayment
fee or failure to borrow fee, as the case may be (determined with respect to
LIBOR Rate Loans as though 100% of the LIBOR Rate Loans had been funded in the
London interbank market) equal to the sum of:

	$250; plus
	with respect to LIBOR Rate Loans, the amount, if any, by which
(A) the additional interest that would have accrued on the amount prepaid
or not converted at the LIBOR Rate plus the Applicable Margin if that
amount had remained or been outstanding through the last day of the applicable
LIBOR Period exceeds (B) the yield that the Bank could recover by
purchasing a debt security customarily issued by the Treasury of the United
States of America having a maturity date ending on the last day of the
applicable LIBOR Period (or if no such security is available for such period,
for the most comparable period for which such security may be obtained); said
amount shall be reduced to present value calculated by using the above
referenced United States Treasury Securities rate and the number of days
remaining in the applicable LIBOR Period as to which prepayment is made;
plus
	all out-of-pocket expenses incurred by the Bank reasonably attributable
to such payment, prepayment or failure to convert.



Each Bank's determination of the amount of any prepayment fee or failure to
convert fee payable under this Section shall be conclusive in the absence of
manifest error.

	Each Bank agrees to endeavor promptly to notify Borrowers of any event of
which it has actual knowledge, occurring after the Closing Date, which will
entitle such Bank to compensation pursuant to clause (a) or clause
(b) of this Section 3.8, and agrees to designate a different
LIBOR Lending Office if such designation will avoid the need for or reduce the
amount of such compensation and will not, in the good faith judgment of such
Bank, otherwise be materially disadvantageous to such Bank.  Any request for
compensation by a Bank under this Section 3.8 shall set forth the
basis upon which it has been determined that such an amount is due from
Borrowers, a calculation of the amount due, and a certification that the
corresponding costs have been incurred by the Bank.

3.9  Late Payments.  If any installment of
principal or interest or any fee or cost or other amount payable under any Loan
Document to the Administrative Agent or any Bank is not paid when due, it shall
thereafter bear interest at a fluctuating interest rate per annum (the "Default
Rate") at all times equal to (i) in the case of interest or principal, the sum
of the rate otherwise applicable to the Loans, plus 2% and (ii) in the case of
any other amount, the sum of the Alternate Base Rate plus the
Applicable Margin applicable to Alternate Base Rate Loans plus 2%, to the
fullest extent permitted by applicable Laws.  Accrued and unpaid interest on
past due amounts (including, without limitation, interest on past due
interest) shall be compounded monthly, on the last day of each calendar month,
to the fullest extent permitted by applicable Laws.  In addition, the Borrowers
shall pay a late charge equal to three percent (3%) of any amount of interest
and/or principal payable on the Loans or any other amounts payable hereunder or
under the other Loan Documents which is not paid within ten (10) days of the
date when due.


3.10  Computation of Interest and Fees.  Computation
of interest and fees under this Agreement shall be calculated on the basis of a
year of 360 days and the actual number of days elapsed.  Interest shall
accrue on each Loan for the day on which the Loan is made; interest shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid.  Any Loan that is repaid on the same day on which it is made
shall bear interest for one day.  Notwithstanding anything in this Agreement to
the contrary, interest in excess of the maximum amount permitted by applicable
Laws shall not accrue or be payable hereunder or under the Notes, and any amount
paid as interest hereunder or under the Notes which would otherwise be in excess
of such maximum permitted amount shall instead be treated as a payment of
principal.


3.11  Non-Banking Days.  If any payment to be made
by Borrowers or any other Party under any Loan Document shall come due on a day
other than a Banking Day, payment shall instead be considered due on the next
succeeding Banking Day, unless, in the case of a payment relating to a LIBOR
Rate Loan, such next succeeding Banking Day is in the next calendar month, in
which case such payment shall be made on the next preceding Bank Day, and the
extension of time shall be reflected in computing interest and fees.


3.12  Manner and Treatment of Payments.

	Each payment hereunder (except payments pursuant to
Sections 3.7, 3.8, 11.3, 11.11 and
11.22) or on the Notes or under any other Loan Document shall be made to
the Administrative Agent at the Administrative Agent's Office for the account of
each of the Banks or the Administrative Agent, as the case may be, in
immediately available funds not later than 1:00 p.m. Massachusetts time, on
the day of payment (which must be a Banking Day).  All payments received after
such time, on any Banking Day, shall be deemed received on the next succeeding
Banking Day.  The amount of all payments received by the Administrative Agent
for the account of each Bank shall be immediately paid by the Administrative
Agent to the applicable Bank in immediately available funds and, if such payment
was received by the Administrative Agent by 1:00 p.m., Massachusetts time,
on a Banking Day and not so made available to the account of a Bank on that
Banking Day, the Administrative Agent shall reimburse that Bank for the cost to
such Bank of funding the amount of such payment at the Federal Funds Rate.  All
payments shall be made in lawful money of the United States of America.
	Each payment or prepayment on account of any Loan shall be applied pro rata
according to each Bank's Pro-Rata Share of the Commitment. 
	Each Bank shall use its best efforts to keep a record (in writing or by an
electronic data entry system) of Loans made by it and payments received by it
with respect to each of its Notes and, subject to Section 10.6(g),
such record shall, as against Borrowers, be presumptive evidence of the amounts
owing.  Notwithstanding the foregoing sentence, the failure by any Bank to keep
such a record shall not affect Borrowers' obligation to pay the
Obligations.
	Each payment of any amount payable by Borrowers or any other Party under
this Agreement or any other Loan Document shall be made without setoff or
counterclaim and free and clear of, and without reduction by reason of, any
taxes, assessments or other charges imposed by any Governmental Agency, central
bank or comparable authority, excluding (i) taxes imposed on or
measured in whole or in part by any Bank's overall net income by (A) any
jurisdiction (or political subdivision thereof) in which such Bank is organized
or maintains its principal office or LIBOR Lending Office or (B) any
jurisdiction (or political subdivision thereof) in which such Bank is "doing
business" and (ii) any withholding taxes or other taxes based on gross
income imposed by the United States of America for any period with respect
to which any Bank has failed to provide Borrowers with the appropriate form or
forms required by Section 11.21, to the extent such forms are then
required by applicable Laws (all such non-excluded taxes, assessments or other
charges being hereinafter referred to as "Taxes").  To the extent that Borrowers
are obligated by applicable Laws to make any deduction or withholding on account
of Taxes from any amount payable to any Bank under this Agreement, Borrowers
shall (i) make such deduction or withholding and pay the same to the
relevant Governmental Agency and (ii) pay such additional amount to that
Bank as is necessary to result in that Bank's receiving a net after-Tax amount
equal to the amount to which that Bank would have been entitled under this
Agreement absent such deduction or withholding.  If and when receipt of such
payment results in an excess payment or credit to that Bank on account of such
Taxes, that Bank shall promptly refund such excess to Borrowers.



3.13  Funding Sources.  Nothing in this Agreement
shall be deemed to obligate any Bank to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Bank that it
has obtained or will obtain the funds for any Loan in any particular place
or manner.


3.14  Failure to Charge Not Subsequent Waiver.  Any
decision by the Administrative Agent or any Bank not to require payment of any
interest (including interest arising under Section 3.9), fee,
cost or other amount payable under any Loan Document, or to calculate any amount
payable by a particular method, on any occasion shall in no way limit or be
deemed a waiver of the Administrative Agent's or such Bank's right to require
full payment of any interest (including interest arising under
Section 3.9), fee, cost or other amount payable under any Loan
Document, or to calculate an amount payable by another method that is not
inconsistent with this Agreement, on any other or subsequent occasion.


3.15  Administrative Agent's Right to Assume Payments
Will be Made by Borrowers.  Unless the Administrative Agent shall have been
notified by Borrowers prior to the date on which any payment to be made by
Borrowers hereunder is due that Borrowers do not intend to remit such payment,
the Administrative Agent may, in its discretion, assume that Borrowers have
remitted such payment when so due and the Administrative Agent may, in its
discretion and in reliance upon such assumption, make available to each Bank on
such payment date an amount equal to such Bank's share of such assumed payment.
If Borrowers have not in fact remitted such payment to the Administrative Agent,
each Bank shall forthwith on demand repay to the Administrative Agent the amount
of such assumed payment made available to such Bank, together with interest
thereon in respect of each day from and including the date such amount was made
available by the Administrative Agent to such Bank to the date such amount is
repaid to the Administrative Agent at the Federal Funds Rate.


3.16  Fee Determination Detail.  The Administrative
Agent, and any Bank, shall provide reasonable detail to Borrowers regarding the
manner in which the amount of any payment to the Administrative Agent and the
Banks, or that Bank, under Article 3 has been determined,
concurrently with demand for such payment.


3.17  Survivability.  All of Borrowers' obligations
under Sections 3.7 and 3.8 shall survive for the
ninety (90) day period following the date on which the Commitment is
terminated and all Loans hereunder are fully paid, and Borrowers shall remain
obligated thereunder for all claims under such Sections made by any Bank to
Borrowers prior to the expiration of such period.


ARTICLE 4



REPRESENTATIONS AND
WARRANTIES


Borrowers represent and warrant to the Banks that:


4.1  Existence and Qualification; Power; Compliance
With Laws.  Parent is a corporation duly formed, validly existing and in
good standing under the Laws of Maryland and each other Borrower is a
corporation, limited partnership or limited liability company duly formed,
validly existing and in good standing under the Laws of its state of formation.
Each of Borrowers is duly qualified or registered to transact business and is in
good standing in each other jurisdiction in which the conduct of its business or
the ownership or leasing of its Properties makes such qualification or
registration necessary, except where the failure so to qualify or
register and to be in good standing would not constitute a Material Adverse
Effect.  Each of Borrowers has all requisite power and authority to conduct its
business, to own and lease its Properties and to execute and deliver each Loan
Document to which it is a Party and to perform its Obligations.  All outstanding
shares of capital stock of Parent are duly authorized, validly issued, fully
paid and non-assessable, and no holder thereof has any enforceable right of
rescission under any applicable state or federal securities Laws.  Each of
Borrowers is in compliance with all Laws and other legal requirements applicable
to its business, has obtained all authorizations, consents, approvals, orders,
licenses and permits from, and has accomplished all filings, registrations and
qualifications with, or obtained exemptions from any of the foregoing from, any
Governmental Agency that are necessary for the transaction of its business,
except where the failure so to comply, obtain authorizations, etc., file,
register, qualify or obtain exemptions does not constitute a Material Adverse
Effect.  Parent is a "real estate investment trust" within the meaning of
§856 of the Code, has elected to be treated as a real estate investment
trust and is subject to federal income taxation as a real estate investment
trust pursuant to §§856-860 of the Code.


4.2  Authority; Compliance With Other Agreements and
Instruments and Government Regulations.  The execution, delivery and
performance by each of Borrowers of the Loan Documents to which it is a Party
have been duly authorized by all necessary corporate, partnership or limited
liability company action, as applicable, and do not and will not:

	Require any consent or approval not heretofore obtained of any partner,
director, stockholder, security holder or creditor of Borrowers;
	Violate or conflict with any provision of Borrowers' charter, articles of
incorporation, bylaws or other organizational agreements, as applicable;
	Result in or require the creation or imposition of any Lien or Right of
Others upon or with respect to any Property now owned or leased or hereafter
acquired by Borrowers;
	Violate any Requirement of Law applicable to Borrowers;
	Result in a breach of or constitute a default under, or cause or permit the
acceleration of any obligation owed under, any indenture or loan or credit
agreement or any other Contractual Obligation to which Borrowers are a party or
by which Borrowers or any of their Property is bound or affected;



and none of Borrowers is in violation of, or default under, any Requirement
of Law or Contractual Obligation, or any indenture, loan or credit agreement
described in Section 4.2(e), in any respect that constitutes a
Material Adverse Effect.


4.3  No Governmental Approvals Required.  Except as
previously obtained or made, no authorization, consent, approval, order, license
or permit from, or filing, registration or qualification with, any Governmental
Agency is or will be required to authorize or permit under applicable Laws the
execution, delivery and performance by any of Borrowers of the Loan Documents to
which it is a Party.


4.4  Subsidiaries.  Schedule 4.4 hereto
correctly sets forth the names, form of legal entity, number of shares of
capital stock (or other applicable unit of equity interest) issued and
outstanding, and the record owner thereof and jurisdictions of organization of
all Subsidiaries of Parent.  Unless otherwise indicated in
Schedule 4.4, all of the outstanding shares of capital stock, or all
of the units of equity interest, as the case may be, of each such Subsidiary are
owned of record and beneficially by Parent, there are no outstanding options,
warrants or other rights to purchase capital stock of any such Subsidiary, and
all such shares or equity interests so owned are duly authorized, validly
issued, fully paid and non-assessable, and were issued in compliance with all
applicable state and federal securities and other Laws, and are free and clear
of all Liens and Rights of Others, except for Permitted Encumbrances and
Permitted Rights of Others.  


4.5  Financial Statements.  Borrowers have
furnished to the Banks the audited consolidated financial statements of Parent
and its Subsidiaries for the Fiscal Year ended December 31, 2002 and the
unaudited consolidated financial statements for the six months ended June 30,
2003.  The financial statements described above fairly present in all material
respects the financial condition, results of operations and cash flows as of
such date and for such period in conformity with Generally Accepted Accounting
Principles consistently applied.


4.6  No Other Liabilities; No Material Adverse
Changes.  Borrowers do not have any material liability or material
contingent liability required under Generally Accepted Accounting Principles to
be reflected or disclosed, and not reflected or disclosed, in the balance sheets
described in Section 4.5, other than liabilities and
contingent liabilities arising in the ordinary course of business since the date
of such financial statements.  As of the Closing Date, no circumstance or event
has occurred that constitutes a Material Adverse Effect.  As of any date
subsequent to the Closing Date, no circumstance or event has occurred that
constitutes a Material Adverse Effect since the Closing Date.


4.7  Title to Property.  Borrowers have valid title
to the Property (other than assets which are the subject of a
Capital Lease Obligation) reflected in the balance sheet described in
Section 4.5, other than items of Property or
exceptions to title which are in each case immaterial to Borrowers and Property
subsequently sold or disposed of in the ordinary course of business.  Such
Property is free and clear of all Liens and Rights of Others, other than
Liens or Rights of Others described in Schedule 4.7 and Permitted
Encumbrances and Permitted Rights of Others.


4.8  Intangible Assets.  Borrowers own, or possess
the right to use to the extent necessary in their respective businesses, all
material trademarks, trade names, copyrights, patents, patent rights, computer
software, licenses and other Intangible Assets that are used in the conduct of
their businesses as now operated, and no such Intangible Asset, to the best
knowledge of Borrowers, conflicts with the valid trademark, trade name,
copyright, patent, patent right or Intangible Asset of any other Person to the
extent that such conflict constitutes a Material Adverse Effect.


4.9  Public Utility Holding Company Act.  None of
Borrowers is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.


4.10  Litigation.  Except for (a) any
matter fully covered as to subject matter and amount (subject to applicable
deductibles and retentions) by insurance for which the insurance carrier has not
asserted lack of subject matter coverage or reserved its right to do so,
(b) any matter, or series of related matters, involving a claim against
Parent or any of its Subsidiaries of less than $5,000,000, (c) matters of
an administrative nature not involving a claim or charge against Parent or any
of its Subsidiaries and (d) matters set forth in Schedule 4.10,
there are no actions, suits, proceedings or investigations pending as to which
Parent or any of its Subsidiaries have been served or have received notice or,
to the best knowledge of Borrowers, threatened against or affecting Parent or
any of its Subsidiaries or any Property of any of them before any Governmental
Agency, mediator or arbitrator.  As of the Closing Date, there are no judgments
outstanding against or affecting the Parent or any of its Subsidiaries or any
Property individually or in the aggregate involving amounts in excess of
$5,000,000.00.


4.11  Binding Obligations.  Each of the Loan
Documents to which Borrowers are a Party will, when executed and delivered by
Borrowers, constitute the legal, valid and binding obligation of Borrowers,
enforceable against Borrowers in accordance with its terms, except as
enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as
a matter of judicial discretion.


4.12  No Default.  No event has occurred and is
continuing that is a Default or Event of Default.


4.13  ERISA.

	With respect to each Pension Plan:

	such Pension Plan complies in all material respects with ERISA and any other
applicable Laws to the extent that noncompliance could reasonably be expected to
have a Material Adverse Effect;
	such Pension Plan has not incurred any "accumulated funding deficiency" (as
defined in Section 302 of ERISA) that could reasonably be expected to have
a Material Adverse Effect;
	no "reportable event" (as defined in Section 4043 of ERISA, but
excluding such events as to which the PBGC has by regulation waived the
requirement therein contained that it be notified within thirty days of the
occurrence of such event) has occurred that could reasonably be expected to have
a Material Adverse Effect; and
	none of Parent nor any of its Subsidiaries has engaged in any non-exempt
"prohibited transaction" (as defined in Section 4975 of the Code) that
could reasonably be expected to have a Material Adverse Effect.



	None of Parent nor any of its Subsidiaries has incurred or expects to incur
any withdrawal liability to any Multiemployer Plan that could reasonably be
expected to have a Material Adverse Effect.

4.14  Regulations T, U and X; Investment Company
Act.  No part of the proceeds of any Loan hereunder will be used to purchase
or carry, or to extend credit to others for the purpose of purchasing or
carrying, any Margin Stock in violation of Regulations T, U and X.  Neither
Parent nor any of its Subsidiaries is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.


4.15  Disclosure.  No written statement made by a
Senior Officer to the Administrative Agent or any Bank in connection with this
Agreement, or in connection with any Loan, as of the date thereof contained any
untrue statement of a material fact or omitted a material fact necessary to make
the statement made not misleading in light of all the circumstances existing at
the date the statement was made.


4.16  Tax Liability.  Parent and its Subsidiaries
have filed all tax returns which are required to be filed, and have paid, or
made provision for the payment of, all taxes with respect to the periods,
Property or transactions covered by said returns, or pursuant to any assessment
received by Parent or any of its Subsidiaries, except (a) such
taxes, if any, as are being contested in good faith by appropriate proceedings
and as to which adequate reserves have been established and maintained and
(b) immaterial taxes so long as no material Property of Parent or any of
its Subsidiaries is at impending risk of being seized, levied upon or
forfeited.


4.17  Hazardous Materials.  Except as described in
Schedule 4.17, as of the Closing Date (a) none of Borrowers,
nor to the best knowledge of Borrowers, any other Person at any time has
disposed of, discharged, released or threatened the release of any Hazardous
Materials on, from or under the Real Property in violation of any Hazardous
Materials Law that would individually or in the aggregate constitute a Material
Adverse Effect, (b) to the best knowledge of Borrowers, no condition exists
that violates any Hazardous Material Law affecting any Real Property except for
such violations that would not individually or in the aggregate constitute a
Material Adverse Effect, (c) no Real Property or any portion thereof is or
has been utilized by Borrowers nor, to the best knowledge of Borrowers, any
other Person as a site for the manufacture of any Hazardous Materials,
(d) to the extent that any Hazardous Materials are used, generated or
stored by Borrowers or any other Person on any Real Property, or transported to
or from such Real Property by Borrowers or any other Person, such use,
generation, storage and transportation by Borrowers and, to the best knowledge
of Borrowers, by any other Person are in compliance with all Hazardous Materials
Laws except for such non-compliance that would not constitute a Material Adverse
Effect or be materially adverse to the interests of the Banks, and (e) no Real
Property is subject to any remediation, removal, containment or similar action
conducted by or on behalf of any Borrower or any other Person, or with respect
to any such Real Property listed on Schedule 4.17 which is subject to any
such action, the estimated costs for completing such action are as set forth on
Schedule 4.17.


4.18  Initial Pool Properties.  The Initial Pool
Properties described on Schedule 4.18 are, as of the Closing Date,
Qualified Unencumbered Asset Pool Properties and comprise the initial
Unencumbered Asset Pool.


4.19  Property.  All of the Borrowers' and their
respective Subsidiaries' properties are in good repair and condition, subject to
ordinary wear and tear, other than with respect to deferred maintenance existing
as of the date of acquisition of such property as permitted in this Section
4.19 and except for such defects relating to properties other than
properties in the Unencumbered Asset Pool which would not have a Material
Adverse Effect.  The Borrowers further have completed or caused to be completed
an appropriate investigation of the environmental condition of each such
property as of the later of (a) the date of the Borrowers' or such
Subsidiaries' purchase thereof or (b) the date upon which such property was
last security for Indebtedness of such Borrower or such Subsidiary if such
financing was not closed on or about the date of the acquisition of such
property, including preparation of a "Phase I" report and, if appropriate, a
"Phase II" report, in each case prepared by a recognized environmental
consultant in accordance with customary standards which discloses that such
property is not in violation of the representations and covenants set forth in
this Agreement, unless such violation as to properties in the Unencumbered Asset
Pool has been disclosed in writing to the Administrative Agent and satisfactory
remediation actions are being taken.  There are no unpaid or outstanding real
estate or other taxes or assessments on or against any property of any Borrower
or any of their respective Subsidiaries which are payable by such Person (except
only real estate or other taxes or assessments, that are not yet due and
payable).  There are no pending eminent domain proceedings against any property
included within the Unencumbered Asset Pool, and, to the knowledge of the
Borrowers, no such proceedings are presently threatened or contemplated by any
taking authority which may individually or in the aggregate have a Material
Adverse Effect.  None of the property of Borrowers or their respective
Subsidiaries is now damaged or injured as a result of any fire, explosion,
accident, flood or other casualty in any manner which individually or in the
aggregate would have a Material Adverse Effect. The Real Property owned by
Parent, each of the other Borrowers and their respective Subsidiaries as of the
date hereof is set forth on Schedule 4.19 hereto.


4.20  Brokers.  None of the Borrowers nor any of
their respective Subsidiaries has engaged or otherwise dealt with any broker,
finder or similar entity in connection with this Agreement or the Loans
contemplated hereunder.


4.21  Other Debt.  None of the Borrowers or any of
their respective Subsidiaries is in default (after expiration of all applicable
grace and cure periods) in the payment of any other Indebtedness or under any
mortgage, deed of trust, security agreement, financing agreement or indenture
involving Indebtedness of $5,000,000.00 or more or under any other material
agreement or lease to which any of them is a party.  None of the Borrowers is a
party to or bound by any agreement, instrument or indenture that may require the
subordination in right or time of payment of any of the Obligations to any other
indebtedness or obligation of such Borrower.  Schedule 4.21 hereto sets
forth all of the Indebtedness of the type described in Sections 6.11 and
6.12 of the Borrowers and their respective Subsidiaries as of the date
hereof.


4.22  Solvency.  As of the Closing Date and after
giving effect to the transactions contemplated by this Agreement and the other
Loan Documents, including all of the Loans made or to be made hereunder, none of
the Borrowers is insolvent on a balance sheet basis such that the sum of such
Person's assets exceeds the sum of such Person's liabilities, each Borrower is
able to pay its debts as they become due, and each Borrower has sufficient
capital to carry on its business.


4.23  No Fraudulent Intent.  Neither the execution
and delivery of this Agreement or any of the other Loan Documents nor the
performance of any actions required hereunder or thereunder is being undertaken
by any Borrower with or as a result of any actual intent by any of such Persons
to hinder, delay or defraud any entity to which any of such Persons is now or
will hereafter become indebted.


4.24  Transaction in Best Interests of Borrowers;
Consideration.  The transaction evidenced by this Agreement and the other
Loan Documents is in the best interests of the Borrowers.  The direct and
indirect benefits to inure to the Borrowers pursuant to this Agreement and the
other Loan Documents constitute substantially more than "reasonably equivalent
value" (as such term is used in Section 548 of the Bankruptcy Code) and
"valuable consideration," "fair value," and "fair consideration" (as such terms
are used in any applicable state fraudulent conveyance law), in exchange for the
benefits to be provided by the Borrowers pursuant to this Agreement and the
other Loan Documents, and but for the willingness of the Borrowers to be jointly
and severally liable as co-borrowers for the Loan, Borrowers would be unable to
obtain the financing contemplated hereunder which financing will enable the
Borrowers and their respective Subsidiaries to have available financing to
conduct and expand their business.


4.25  No Bankruptcy Filing.  None of the Borrowers
nor any of their respective Subsidiaries is contemplating either the filing of a
petition by it under any state or federal bankruptcy or insolvency laws or the
liquidation of its assets or property, and none of the Borrowers has any
knowledge of any Person contemplating the filing of any such petition against it
or any of such other Persons.


4.26  Tax Shelter Representation.  The Borrowers do
not intend to treat the Loans, and/or related transactions as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4).  In the event the Borrowers determine to take any action inconsistent
with such intention, they will promptly notify the Administrative Agent thereof.
If the Borrowers so notify the Administrative Agent, the Borrowers acknowledge
that one or more of the Banks may treat its Loans as part of a transaction that
is subject to Treasury Regulation Section 301.6112-1, and such Bank or Banks, as
applicable, will maintain the lists and other records required by such Treasury
Regulation.


ARTICLE 5



AFFIRMATIVE COVENANTS

(OTHER THAN INFORMATION AND

REPORTING REQUIREMENTS



So long as any Loan remains unpaid, or any other Obligation remains unpaid,
or any portion of the Commitment remains in force, Borrowers and their
respective Subsidiaries shall, unless the Administrative Agent (with the written
approval of the Requisite Banks) otherwise consents:



5.1  Payment of Taxes and Other Potential Liens.
Pay and discharge promptly all taxes, assessments and governmental charges or
levies imposed upon any of them, upon their respective Property or any part
thereof and upon their respective income or profits or any part thereof, and all
claims for labor, materials or supplies that if unpaid might by law become a
lien or charge upon any of their respective Property, except that
Borrowers and their respective Subsidiaries shall not be required to pay or
cause to be paid (a) any tax, assessment, charge, levy or claim that is not
yet past due, or is being contested in good faith by appropriate proceedings so
long as the relevant entity has established and maintains adequate reserves for
the payment of the same or (b) any immaterial tax or claim so long as no
material Property of Borrowers or their Subsidiaries is at immediate risk of
being seized, levied upon or forfeited.


5.2  Preservation of Existence.  Preserve and
maintain their respective existences in the jurisdiction of their formation and
all material authorizations, rights, franchises, privileges, consents,
approvals, orders, licenses, permits, or registrations from any Governmental
Agency that are necessary for the transaction of their respective business and
qualify and remain qualified to transact business in each jurisdiction in which
such qualification is necessary in view of their respective business or the
ownership or leasing of their respective Properties except (a) as
otherwise permitted by this Agreement and (b) where the failure to so
qualify or remain qualified would not constitute a Material Adverse
Effect.


5.3  Maintenance of Real Properties.  Maintain,
preserve and protect all of their respective Real Properties in good order and
condition, subject to wear and tear in the ordinary course of business, and not
permit any waste of their respective Real Properties, except that the
failure to maintain, preserve and protect a particular item of Real Property
that is at the end of its useful life or that is not of significant value,
either intrinsically or to the operations of Borrowers or their respective
Subsidiaries, shall not constitute a violation of this covenant.


5.4  Maintenance of Insurance.  Maintain liability,
casualty and other insurance (subject to customary deductibles and retentions)
with responsible insurance companies in such amounts and against such risks as
is carried by responsible companies engaged in similar businesses and owning
similar assets in the general areas in which Borrowers or such Subsidiaries, as
applicable, operate.  Without limiting the foregoing, each Borrower shall
maintain for itself, and its Subsidiaries, or cause each of its Subsidiaries to
maintain, terrorism insurance at least in an amount equivalent to the amount of
terrorism insurance coverage maintained by Borrowers and their respective
Subsidiaries as of July 11, 2002 to the extent that such insurance is available
at commercially reasonable rates.


5.5  Compliance With Laws.  Comply with all
Requirements of Law noncompliance with which constitutes a Material Adverse
Effect, except that Borrowers or such Subsidiaries need not comply with a
Requirement of Law then being contested by any of them in good faith by
appropriate proceedings.


5.6  [Intentionally Omitted].


5.7  Keeping of Records and Books of Account.  Keep
adequate records and books of account reflecting all financial transactions in
conformity with Generally Accepted Accounting Principles, consistently applied,
and in material conformity with all applicable requirements of any Governmental
Agency having regulatory jurisdiction over Borrowers and their respective
Subsidiaries.


5.8  Compliance With Agreements.  Promptly and
fully comply with all Contractual Obligations to which any one or more of them
is a party, except for any such Contractual Obligations (a) the
performance of which would cause a Default or (b) then being contested by
any of them in good faith by appropriate proceedings or if the failure to comply
with such agreements, indentures, leases or instruments does not constitute a
Material Adverse Effect.


5.9  Use of Proceeds.  Use the proceeds of all
Loans to repay a portion of the principal amount outstanding under the Revolver,
together with accrued interest thereon, and to pay closing costs and expenses in
connection with the closing of this Agreement.


5.10  Hazardous Materials Laws.  Keep and maintain
all Real Property and each portion thereof in compliance in all material
respects with all applicable Hazardous Materials Laws and promptly notify the
Administrative Agent in writing (attaching a copy of any pertinent written
material) of (a) any and all material enforcement, cleanup, removal or
other governmental or regulatory actions instituted, completed or threatened in
writing by a Governmental Agency pursuant to any applicable Hazardous Materials
Laws, (b) any and all material claims made or threatened in writing by any
Person against Borrowers or their respective Subsidiaries relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from any
Hazardous Materials and (c) discovery by any Senior Officer of any of
Borrowers or any of their respective Subsidiaries of any material occurrence or
condition on any Real Property or on any real property adjoining or in the
vicinity of such Real Property that could reasonably be expected to cause such
Real Property or any part thereof to be subject to any restrictions on the
ownership, occupancy, transferability or use of such Real Property under any
applicable Hazardous Materials Laws.


5.11  Unencumbered Asset Pool.  Cause each Revenue-
Producing Property in the Unencumbered Asset Pool to remain a Qualified
Unencumbered Asset Pool Property so long as it is in the Unencumbered Asset
Pool; provided that nothing herein shall preclude the removal of any
Revenue-Producing Property from the Unencumbered Asset Pool pursuant to
Section 2.11.


5.12  REIT Status.  Maintain the status and election
of Parent as a "real estate investment trust" under §856 of the Code and
comply with the  dividend and other requirements applicable under §857(a)
of the Code.


5.13  Additional Borrowers.  Cause each Wholly-Owned
Subsidiary of Parent which is not then a Borrower and which holds a Revenue-
Producing Property that is or will become part of the Unencumbered Asset Pool to
execute and deliver the Joinder Agreement concurrently with the addition of such
Revenue-Producing Property to the Unencumbered Asset Pool.


5.14  Inspection of Properties and Books.  Permit
the Banks, through the Administrative Agent or any representative designated by
the Administrative Agent, at the Borrowers' expense, to visit and inspect any of
the properties of the Borrowers or any of their respective Subsidiaries (subject
to the rights of any tenants), to examine the books of account of the Borrowers
and their respective Subsidiaries (and to make copies thereof and extracts
therefrom) and to discuss the affairs, finances and accounts of the Borrowers
and their respective Subsidiaries with, and to be advised as to the same by,
their Senior Officers, all at such reasonable times (typically during normal
business hours) and intervals as the Administrative Agent or any Bank may
reasonably request upon not less than four (4) Banking Days notice; provided,
however, that inspections made at the Borrowers' expense shall be limited to
once per year, unless an Event of Default shall have occurred and be continuing.
The Banks shall use good faith efforts to coordinate such visits and inspections
so as to minimize the interference with and disruption to the Borrowers' or such
Subsidiaries' normal business operations.  


5.15  More Restrictive Agreements.  Promptly notify
the Administrative Agent should any Borrower or any Subsidiary of Borrowers
enter into or modify any agreements or documents pertaining to any existing or
future Indebtedness, Debt Offering or issuance of Preferred Equity, which
agreements or documents include covenants, whether affirmative or negative,
which are individually or in the aggregate more restrictive as to the matters
covered by Sections 5.17, 6.1, 6.5 through
6.13, inclusive, 6.15, 6.21, or 6.22 (or any other
provisions which may have the same practical effect as any of the foregoing)
against any Borrower or their respective Subsidiaries than those set forth in
Sections 5.17, 6.1, 6.5 through 6.13, inclusive,
6.15, 6.21, or 6.22 (or any other provision which may have
the same practical effect as any of the foregoing) or which provide for a
guaranty of the obligations thereunder by a Person that is not liable for the
Obligations.  If requested by the Requisite Banks, the Borrowers, the
Administrative Agent, and the Requisite Banks shall promptly amend this
Agreement and the other Loan Documents to include some or all of such more
restrictive provisions or provide for a guaranty of the Obligations by such
Person as determined by the Requisite Banks in their sole discretion.
Notwithstanding the foregoing, this Section 5.15 shall not apply to
covenants contained in any agreements or documents that relate only to specific
Real Property that is collateral for any existing or future Indebtedness of any
of the Borrowers or their Subsidiaries that is permitted by the terms of this
Agreement.


5.16  Distributions of Income to the Borrowers.
Cause all of their respective Subsidiaries to promptly transfer to such Borrower
(but not less frequently than once each fiscal quarter of such Borrower),
whether in the form of dividends, distributions or otherwise, all profits,
proceeds or other income relating to or arising from its Subsidiaries' use,
operation, financing, refinancing, sale or other disposition of their respective
assets and properties in excess of $2,500,000.00 in the aggregate after
(a) the payment by each Subsidiary of its Debt Service and operating
expenses for such quarter and (b) the establishment of reasonable reserves
for the payment of operating expenses not paid on at least a quarterly basis and
capital improvements to be made to such Subsidiary's assets and properties
approved by such Subsidiary in the ordinary course of business consistent with
its past practices.


5.17  Unencumbered Asset Pool.

	Cause each of the Revenue-Producing Properties in the Unencumbered Asset
Pool to satisfy all of the following conditions:

	the Revenue-Producing Properties shall be owned by a Borrower or leased by a
Borrower pursuant to a Mortgageable Ground Lease (subject to the terms of this
Agreement);
	no more than twenty-five percent (25%) of the Asset Value of the Revenue-
Producing Properties in the Unencumbered Asset Pool may be leased by a Borrower
pursuant to a Mortgageable Ground Lease;
	the Revenue-Producing Properties in the Unencumbered Asset Pool shall
consist solely of Revenue-Producing Properties which have an aggregate occupancy
level (on a portfolio basis) of at least eighty-five percent (85%) as of the end
of  the previous four (4) fiscal quarters of the Borrowers based on bona fide
arms-length tenant leases which are in full force and effect requiring current
rental payments and which are in good standing; and
	no more than thirty-five percent (35%) of the Asset Value of the Revenue-
Producing Properties in the Unencumbered Asset Pool may be located in any one
city or metropolitan area; provided that no more than forty percent (40%) of the
Asset Value of the Revenue-Producing Properties in the Unencumbered Asset Pool
may be located in suburban Washington, D.C.



	Provide to the Administrative Agent as of the Closing Date and concurrently
with the delivery of the financial statements described in Section 7.1(c)
as part of the Compliance Certificate required pursuant to Section 7.2
(i) a list of the Revenue-Producing Properties in the Unencumbered Asset
Pool, (ii) the certification of a Senior Officer of the Borrowers of the
Asset Values of such properties and that such properties are in compliance with
Section 5.17(a), (iii) operating statements setting forth the NOI
and Net Capital Expenditures for each of the Revenue-Producing Properties in the
Unencumbered Asset Pool for the previous four (4) fiscal quarters (or such
shorter period as the Revenue-Producing Property has been held by the Borrowers
if such statements are not available to Borrowers) certified as true and correct
by a Senior Officer of the Borrowers, and (iv) a certificate that the
Revenue-Producing Properties in the Unencumbered Asset Pool comply with the
terms of Sections 4.17 and 4.19.  Notwithstanding the foregoing,
unless otherwise required by Administrative Agent in its sole and absolute
discretion, in the event that the Administrative Agent and the administrative
agent under the Revolver are the same entity, Borrowers shall be entitled to
simultaneously deliver to Administrative Agent and the administrative agent
under the Revolver one set of the documents referred to in items (i)-(iv) above,
provided, however, that Borrowers shall provide to Administrative Agent separate
certificates or certifications referred to in such items (i)-(iv) above which
certificates and certifications shall specifically refer to this Agreement, the
Loans and the Obligations.  In the event that all or any material portion of a
Revenue-Producing Property within the Unencumbered Asset Pool shall be damaged
or taken by condemnation, then such property shall no longer be a part of the
Unencumbered Asset Pool unless and until any damage to such Revenue-Producing
Property is repaired or restored, such Revenue-Producing Property becomes fully
operational and the Administrative Agent shall receive evidence satisfactory to
the Administrative Agent of the value and NOI of such Revenue-Producing Property
following such repair or restoration.

ARTICLE 6



NEGATIVE COVENANTS



So long as any Loan or any other Obligation remains unpaid, or any
portion of the Commitment remains in force, Borrowers and their respective
Subsidiaries shall not, unless the Administrative Agent (with the written
approval of the Requisite Banks or, if required by Section 12.1, of
all of the Banks) otherwise consents: 


6.1  Mergers.  Merge or consolidate with or
into any Person, except a merger or consolidation of one or more
Borrowers with and into another Borrower or one or more Subsidiaries with and
into another Subsidiary or a Borrower or a merger or consolidation where Parent
or a Borrower is the surviving corporation that does not result in a Change in
Control.


6.2  ERISA.  (a) At any time, permit any
Pension Plan to:  (i) engage in any non-exempt "prohibited transaction" (as
defined in Section 4975 of the Code) which could reasonably be expected to
result in a Material Adverse Effect, (ii) fail to comply with ERISA which
could reasonably be expected to result in a Material Adverse Effect,
(iii) incur any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA) which could reasonably be expected to result in a
Material Adverse Effect or (iv)  terminate in any manner which could
reasonably be expected to result in a Material Adverse Effect, or
(b) withdraw, completely or partially, from any Multiemployer Plan if to do
so could reasonably be expected to result in a Material Adverse Effect.


6.3  Change in Nature of Business.  Make any
material change in the principal nature of the business of Borrowers, such
business being the acquisition, ownership, development and renovation of
buildings for use as office or, with respect to the life science industry only,
office/laboratory, research or manufacturing/warehouse properties.


6.4  Transactions with Affiliates.  Enter into any
transaction of any kind with any Affiliate of Borrowers or their respective
Subsidiaries other than (a) salary, bonus, employee stock option,
relocation assistance and other compensation arrangements with directors or
officers in the ordinary course of business, (b) transactions that are
fully disclosed to the board of directors of Parent and expressly authorized by
a resolution of the board of directors of Parent which is approved by a majority
of the directors not having an interest in the transaction,
(c) transactions expressly permitted by this Agreement,
(d) transactions between one Borrower and another Borrower or one
Subsidiary and another Subsidiary or one Subsidiary and a Borrower and
(e) transactions on overall terms at least as favorable to Borrowers or
their Subsidiaries as would be the case in an arm's-length transaction between
unrelated parties of equal bargaining power.


6.5  Leverage Ratio.  Permit the Leverage Ratio, as
of the last day of any Fiscal Quarter, to be greater than
..55 to 1.00.


6.6  Debt Service Coverage.  Permit Debt Service
Coverage, as of the last day of any Fiscal Quarter, to be less than
2.0 to 1.00.


6.7  Fixed Charge Coverage.  Permit Fixed Charge
Coverage, as of the last day of any Fiscal Quarter, to be less than 1.70
to 1.00.


6.8  Distributions.  Make any Distribution
(a) if such Distribution is equal to or in excess of the amount which, when
added to the amount of all other Distributions paid in the same Fiscal Quarter
and the preceding three (3) Fiscal Quarters, would exceed (i) 90% of Funds From
Operations of Parent and its Subsidiaries for the four (4) consecutive Fiscal
Quarters ending prior to the Fiscal Quarter in which such Distribution is paid
or (ii) 100% of Funds Available for Distribution of Parent and its Subsidiaries
for the four (4) consecutive Fiscal Quarters ending prior to the Fiscal Quarter
in which such Distribution is paid (provided that Parent shall be permitted to
pay the minimum Distribution required under the Code to maintain and preserve
Parent's status as a real estate investment trust under the Code, as evidenced
by a certification of a Senior Officer of Parent containing calculations in
reasonable detail satisfactory in form and substance to the Administrative
Agent, if such Distribution is greater than the amount set forth in clause (a)
(i) and (ii) above) (provided further that if an Event of Default has occurred
and is continuing, Borrowers may only make the Distributions permitted under
Section 6.8(b)), or (b) during the continuance of an Event of
Default, in excess of the minimum amount necessary to comply with §857(a)
of the Code.


6.9  Stockholders' Equity.  Permit Stockholders'
Equity, as of the last day of any Fiscal Quarter, to be less than the sum of
(a) $373,000,000 plus (b) ninety percent of the net proceeds from
any Equity Offering of any Borrower made after the Closing Date.


6.10  [Intentionally Omitted].


6.11  Secured Debt.  Permit Secured Debt of Parent
and its Subsidiaries to exceed an amount equal to 40% of Adjusted Tangible
Assets as of the most recently ended Fiscal Quarter.


6.12  Recourse Debt.  Permit recourse Indebtedness
(whether secured or unsecured) of Parent and its Subsidiaries (excluding the
Obligations and the Indebtedness under the Revolver) to exceed an amount equal
to 25% of Adjusted Tangible Assets as of the most recently ended Fiscal
Quarter.


6.13  [Intentionally Omitted].


6.14  Negative Pledges.  Grant to any Person a
Negative Pledge on any Revenue-Producing Property of Parent and its Subsidiaries
that, as of the later of June 7, 1997 or the date of its acquisition, is not
subject to a Lien (other than Permitted Encumbrances).
Notwithstanding the foregoing, the parties hereto hereby acknowledge that under
the Revolver the Borrowers are required to maintain a borrowing base of
unencumbered assets satisfying certain debt service and asset value tests.



6.15  [Intentionally Omitted].


6.16  Limiting Agreements.  Enter into any
agreement, instrument or transaction (other than the Revolver Loan Documents)
which has or may have the effect of prohibiting or limiting any Borrower's
ability to pledge to Administrative Agent the Revenue-Producing Property within
the Unencumbered Asset Pool.  Borrowers and their respective Subsidiaries shall
take, such actions as are necessary to preserve the right and ability of
Borrowers to pledge those Revenue-Producing Properties without any such pledge
after the date hereof causing or permitting the acceleration (after the giving
of notice or the passage of time, or otherwise) of any other Indebtedness of
Borrowers or any of their respective Subsidiaries.  Borrowers shall, upon
demand, provide to the Administrative Agent such evidence as the Administrative
Agent may reasonably require to evidence compliance with this Section
6.16, which evidence shall include, without limitation, copies of any
agreements or instruments which would in any way restrict or limit a Borrower's
ability to pledge assets as security for Indebtedness, or which provide for the
occurrence of a default (after the giving of notice or the passage of time, or
otherwise) if assets are pledged in the future as security for Indebtedness of
such Borrower or any of its Subsidiaries.


6.17  [Intentionally Omitted].


6.18  Restrictions on Transfer.  Parent will not,
directly or indirectly, make or permit to be made, by voluntary or involuntary
means, any sale, assignment, transfer, disposition, mortgage, pledge,
hypothecation or encumbrance of its direct or indirect interest in Operating
Partnership, ARE, QRS or any other Borrower (provided that the foregoing shall
not prohibit transfers of Parent's interest in Operating Partnership, ARE, QRS
or any other Borrower provided such Borrower remains a Wholly-Owned Subsidiary
of Parent), or any dilution of its direct or indirect interest in Operating
Partnership, ARE, QRS or any other Borrower.  Parent shall not in any manner
transfer, assign, diminish or otherwise restrict its direct or indirect right to
vote or other rights with respect to Operating Partnership, ARE, QRS or any
other Borrower.  Notwithstanding the foregoing, Parent may sell, assign,
transfer or dispose of its interest in another Borrower (other than Operating
Partnership) that is a Subsidiary of Parent, provided that on or before the
closing of such sale the Borrower shall have delivered to the Administrative
Agent a certification, together with such other evidence as Administrative Agent
may require, that the Borrowers will be in compliance with all covenants in this
Agreement after giving effect to such sale, assignment, transfer or other
disposition, and provided further that from and after any such sale, the assets
of such Borrower shall no longer be included within the Unencumbered Asset Pool.
In the event that the Borrower shall comply with the foregoing provisions, such
Borrower shall be released from liability under this Agreement by the
Administrative Agent.  The Administrative Agent may also release a Borrower from
liability if all of the Revenue Producing Properties of such Borrower are sold
(subject to the requirement in Section 3.1(h) that the gross proceeds of
any such sale be deposited with the Administrative Agent) or all of the Revenue
Producing Properties of such Borrower cease to be Unencumbered, provided that on
or before the effective date of such release, the Borrowers shall have delivered
to the Administrative Agent a certification, together with such other evidence
as the Administrative Agent may require, that the Borrowers will be in
compliance with all covenants in this Agreement after giving effect to such
release.


6.19  Permitted Assets.  

	Permit the book value of the Permitted Assets, as of the most recently ended
Fiscal Quarter, to be more than 25% of the Adjusted Tangible Assets.  For
purposes of this Section 6.19 the book value of any Permitted Asset
not owned 100%, directly or indirectly, by Parent or any of its Subsidiaries
shall be adjusted by multiplying the same by the Parent's or such Subsidiaries'
interest in such Permitted Asset during the fiscal quarter of the Parent ending
as of any date of determination of such book value. 
	Permit any Borrower or any Subsidiary or Affiliate thereof, to engage,
directly or indirectly, in the ground-up development of Real Property except for
the ground-up development of Real Property for its own account of properties to
be used principally for office, office/laboratory, research or
manufacturing/warehouse purposes provided that such development shall be limited
to such number of projects with respect to which the aggregate cost as of the
date of computation of acquiring Real Property and developing, constructing,
renovating, rehabilitating and leasing the improvements thereon (assuming the
full cost of completion thereof) does not at any time exceed fifteen percent
(15%) of the Adjusted Tangible Assets as of the most recently ended Fiscal
Quarter (such projects are hereinafter referred to collectively as the
"Development Investments").  A project shall be considered to be a Development
Investment from the issuance of permits for construction until final
certificates of occupancy or their equivalent have been issued for the project.
For purposes of this Section 6.19 the term "development" shall include
new construction or the substantial renovation or expansion of improvements to
real property.
	Make Investments in (i) any Person that is not a Wholly-Owned Subsidiary of
Parent existing as of the date hereof or new Wholly-Owned Subsidiaries of Parent
acquired or created after the date of this Agreement which become Borrowers
except as permitted in Section 6.19(c)(ii), or (ii) any Person (other
than Investments by a Subsidiary of Parent in Parent), if the aggregate value of
the Investments pursuant to this Section 6.19(c)(ii) shall exceed
fifteen percent (15%) of the Adjusted Tangible Assets as of the most recently-
ended Fiscal Quarter.



6.20  Equity Forwards.  Contract, create, incur,
acquire, issue, assume or suffer to exist any equity index swap, equity forward
transaction, other equity swap, equity futures agreement or arrangement, or any
similar equity based agreement or arrangement.


6.21  Unsecured Indebtedness.  Permit, at any time,
the total outstanding balance of all unsecured Indebtedness of Parent and its
Subsidiaries (including the Loans), to exceed an amount equal to fifty-five
percent (55%) of the aggregate Asset Value of the Unencumbered Asset Pool as of
such date.  In the event that a Borrower shall have owned a property within the
Unencumbered Asset Pool for less than four (4) full consecutive Fiscal Quarters,
then for the purposes of performing such calculation, the Adjusted NOI with
respect to such property shall be annualized by the applicable Borrower in a
manner reasonably acceptable to the Administrative Agent.


6.22  Test Debt Service Coverage Amount.  Permit, at
any time, the Test Debt Service Coverage Amount to be less than two
(2).


ARTICLE 7



INFORMATION AND REPORTING REQUIREMENTS



7.1  Financial and Business Information.  So long as
any Loan remains unpaid, or any other Obligation remains unpaid, or any portion
of the Commitment remains in force, Borrowers shall, unless the Administrative
Agent (with the written approval of the Requisite Banks) otherwise consents, at
Borrowers' sole expense, deliver to the Administrative Agent for distribution by
it to the Banks, a sufficient number of copies for all of the Banks of the
following:

	As soon as practicable, and in any event within 60 days after the end
of each Fiscal Quarter (other than the fourth Fiscal Quarter in
any Fiscal Year), the consolidated balance sheet of Parent and its Subsidiaries
as at the end of such Fiscal Quarter and the consolidated statements of
operations and cash flows for such Fiscal Quarter, and the portion of the Fiscal
Year ended with such Fiscal Quarter, all in reasonable detail.  Such financial
statements shall be certified by a Senior Officer of Parent as fairly presenting
the financial condition, results of operations and cash flows of Parent and its
Subsidiaries in accordance with Generally Accepted Accounting Principles (other
than footnote disclosures), consistently applied, as at such date and for such
periods, subject only to normal year-end accruals and audit adjustments;
	As soon as practicable, and in any event within 60 days after the end
of each Fiscal Quarter, a Pricing Certificate setting forth a calculation of the
Leverage Ratio as of the last day of such Fiscal Quarter, and providing
reasonable detail as to the calculation thereof, which calculations in the case
of the fourth Fiscal Quarter in any Fiscal Year shall be based on the
preliminary unaudited financial statements of Parent and its Subsidiaries for
such Fiscal Quarter, and as soon as practicable thereafter, in the event of any
material variance in the actual calculation of the Leverage Ratio from such
preliminary calculation, a revised Pricing Certificate setting forth the actual
calculation thereof;
	As soon as practicable, and in any event within 60 days after the end
of each Fiscal Quarter, statements of operating income for such Fiscal Quarter
and Fiscal Year to date for each of the Revenue-Producing Properties in the
Unencumbered Asset Pool and a summary Rent Roll for each of the Revenue-
Producing Properties in the Unencumbered Asset Pool, each in reasonable
detail;
	As soon as practicable, and in any event within 60 days after the end
of each Fiscal Quarter, supplemental disclosure information setting forth the
effect on Net Income reflected in the financial statements for such Fiscal
Quarter and Fiscal Year to date of any difference between the rents payable by
tenants during the periods covered by such financial statements and the
"straight line" rents payable over the terms of their respective leases, in
reasonable detail;
	As soon as practicable, and in any event within 120 days after the end
of each Fiscal Year, the consolidated balance sheet of Parent and its
Subsidiaries as at the end of such Fiscal Year and the consolidated statements
of operations, stockholders' equity and cash flows, in each case of Parent and
its Subsidiaries for such Fiscal Year, all in reasonable detail.  Such financial
statements shall be prepared in accordance with Generally Accepted Accounting
Principles, consistently applied, and shall be accompanied by a report of
Ernst & Young LLP or other independent public accountants of
recognized standing selected by Parent and reasonably satisfactory to the
Requisite Banks, which report shall be prepared in accordance with generally
accepted auditing standards as at such date, and shall not be subject to any
qualifications or exceptions as to the scope of the audit nor to any other
qualification or exception determined by the Requisite Banks in their good faith
business judgment to be adverse to the interests of the Banks;
	As soon as practicable, and in any event before the commencement of each
Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and
by Fiscal Year for the next two succeeding Fiscal Years, including for
the first such Fiscal Year, projected consolidated balance sheets, statements of
operations and statements of cash flow and, for the second and third such Fiscal
Years, projected consolidated condensed balance sheets and statements of
operations and cash flows, of Parent and its Subsidiaries, all in reasonable
detail;
	Promptly after request by the Administrative Agent or any Bank, copies of
any detailed audit reports, management letters or recommendations submitted to
the board of directors (or the audit committee of the board of directors) of
Parent by independent accountants in connection with the accounts or books of
Parent or any of its Subsidiaries, or any audit of any of them;
	Promptly after the same are available, and in any event within five (5)
Banking Days after filing with the Securities and Exchange Commission, copies of
each annual report, proxy or financial statement or other report or
communication sent to the stockholders of Parent, and copies of all annual,
regular, periodic and special reports and registration statements which Parent
may file or be required to file with the Securities and Exchange Commission
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, and not otherwise required to be delivered to the Banks pursuant to
other provisions of this Section 7.1;
	Promptly after request by the Administrative Agent or any Bank, copies of
any other report or other document that was filed by Borrowers with any
Governmental Agency;
	Promptly upon a Senior Officer becoming aware, and in any event within five
(5) Banking Days after becoming aware, of the occurrence of any
(i) "reportable event" (as such term is defined in Section 4043 of
ERISA, but excluding such events as to which the PBGC has by regulation
waived the requirement therein contained that it be notified within thirty days
of the occurrence of such event) or (ii) non-exempt "prohibited
transaction" (as such term is defined in Section 406 of ERISA or
Section 4975 of the Code) involving any Pension Plan or any trust created
thereunder, telephonic notice specifying the nature thereof, and, no more than
two (2) Banking Days after such telephonic notice, written notice again
specifying the nature thereof and specifying what action Borrowers are taking or
propose to take with respect thereto, and, when known, any action taken by the
Internal Revenue Service with respect thereto;
	As soon as practicable, and in any event within two (2) Banking
Days after a Senior Officer becomes aware of the existence of any condition or
event which constitutes a Default or Event of Default, telephonic notice
specifying the nature and period of existence thereof, and, no more than
two (2) Banking Days after such telephonic notice, written notice
again specifying the nature and period of existence thereof and specifying what
action Borrowers are taking or propose to take with respect thereto;
	Promptly upon a Senior Officer becoming aware that (i) any Person has
commenced a legal proceeding with respect to a claim against Borrowers that is
$1,000,000 or more in excess of the amount thereof that is fully covered by
insurance, (ii) any creditor under a credit agreement involving
Indebtedness of $1,000,000 or more or any lessor under a lease involving
aggregate rent of $1,000,000 or more has asserted a default thereunder on the
part of Borrowers or, (iii) any Person has commenced a legal proceeding
with respect to a claim against Borrowers under a contract (that is not a credit
agreement or material lease) in excess of $1,000,000 or which otherwise may
reasonably be expected to result in a Material Adverse Effect, a written notice
describing the pertinent facts relating thereto and what action Borrowers are
taking or propose to take with respect thereto;
	Promptly upon request after they are filed with the Internal Revenue
Service, copies of all annual federal income tax returns and amendments thereto
of each of the Borrowers;
	Not later than sixty (60) days after the end of each fiscal quarter of the
Borrowers (including the fourth fiscal quarter in each year), a list (which may
be included in the Compliance Certificates) setting forth the following
information with respect to each new Subsidiary or Controlled Entity of any of
the Borrowers: (i) the name, structure and ownership of the Subsidiary or
Controlled Entity, (ii) a description of the property owned by such Subsidiary
or Controlled Entity, and (iii) such other information as the Administrative
Agent may reasonably request;
	Simultaneously with the delivery of the financial statements referred to in
Section 7.1(e) above (if such information is not otherwise included in
the financial statements or other information presented to the Banks pursuant to
this Section 7.1), a statement (which may be included in the Compliance
Certificates) listing (i) the Real Property owned by Parent and its
Subsidiaries (or in which Parent or its Subsidiaries owns an interest) and
stating the location thereof, the date acquired and the acquisition cost,
(ii) the Indebtedness of Parent and its Subsidiaries, which statement shall
include, without limitation, a statement of the original principal amount of
such Indebtedness and the current amount outstanding, the holder thereof, the
maturity date and any extension options, the interest rate, the collateral
provided for such Indebtedness and whether such Indebtedness is recourse or non-
recourse, and (iii) the properties of Parent and its respective
Subsidiaries which are Development Investments and providing a brief summary of
the status of such development;
	Contemporaneously with the release thereof, copies of all press releases or
other public announcements;
	Promptly upon a Senior Officer becoming aware of a change in the credit
rating given by a Rating Agency to Parent's long-term senior unsecured debt or
any announcement that any rating is "under review" or that such rating has been
placed on a watch list or that any similar action has been taken by a Rating
Agency, written notice of such change, announcement or action;
	When and as required by Section 2.11, the information regarding each
Qualified Unencumbered Asset Pool Property, as more particularly described in
Section 2.11;
	When and as required by Section 5.17(b), the information regarding
the Unencumbered Asset Pool, as more particularly described in Section
5.17(b); 
	Such other data and information as from time to time may be reasonably
requested by the Administrative Agent, any Bank (through the Administrative
Agent) or the Requisite Banks; and
	Promptly after the Borrowers have notified the Administrative Agent of any
intention by the Borrowers to treat the Loans and related transactions as being
a "reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4), a duly completed copy of IRS Form 8886 or any successor
form.



Notwithstanding the foregoing, unless otherwise required by Administrative
Agent in its sole and absolute discretion, in the event that the Administrative
Agent and the administrative agent under the Revolver are the same entity,
Borrowers shall be entitled to simultaneously deliver to Administrative Agent
and the administrative agent under the Revolver one set of the documents
referred to in items (a)-(i), (m), (n), (o), (p), (q), (r) and (s)  above,
provided, however, that Borrowers shall provide to Administrative Agent separate
certificates or certifications referred to in such items (a)-(i), (m), (n), (o),
(p), (q) (r) and (s) above which certificates and certifications shall
specifically refer to this Agreement, the Loans and the Obligations.


7.2  Compliance Certificates.  So long as any Loan
remains unpaid, or any other Obligation remains unpaid or unperformed, or any
portion of the Commitment remains outstanding, Borrowers shall, at Borrowers'
sole expense, deliver to the Administrative Agent for distribution by it to the
Banks concurrently with the financial statements required pursuant to
Sections 7.1(a), 7.1(c) and 7.1(e), Compliance
Certificates signed by a Senior Officer.


ARTICLE 8



CONDITIONS



8.1   Closing Conditions.  The obligation of each Bank
to make the Loan to be made by it is subject to the following conditions
precedent, each of which shall be satisfied prior to the making of the Loan
(unless all of the Banks, in their sole and absolute discretion, shall agree
otherwise):

	The Administrative Agent shall have received all of the following, each of
which shall be originals unless otherwise specified, each properly executed by a
Responsible Official of each party thereto, each dated as of the Closing Date
and each in form and substance satisfactory to the Administrative Agent and its
legal counsel (unless otherwise specified or, in the case of the date of any of
the following, unless the Administrative Agent otherwise agrees or
directs):

	at least one (1) executed counterpart of this Agreement, together with
arrangements satisfactory to the Administrative Agent for additional executed
counterparts, sufficient in number for distribution to the Banks and
Borrowers;
	Notes executed by Borrowers in favor of each Bank, each in a principal
amount equal to that Bank's Pro Rata Share of the Commitment;
	[Intentionally Omitted].
	with respect to each of Borrowers, such documentation as the Administrative
Agent may require to establish the due organization, valid existence and good
standing of each of Borrowers, its qualification to engage in business in each
material jurisdiction in which it is engaged in business or required to be so
qualified, its authority to execute, deliver and perform the Loan Documents to
which it is a Party, the identity, authority and capacity of each Responsible
Official thereof authorized to act on its behalf, including certified
copies of articles of incorporation and amendments thereto, bylaws and
amendments thereto, certificates of good standing and/or qualification to engage
in business, tax clearance certificates, certificates of corporate resolutions,
incumbency certificates, Certificates of Responsible Officials, and the
like;
	the Opinions of Counsel;
	such other assurances, certificates, documents, consents or opinions as the
Administrative Agent or the Requisite Banks reasonably may require.



	The closing fee payable pursuant to Section 3.2 shall have been
paid.
	Any agency fees payable on the Closing Date pursuant to
Section 3.5 shall have been paid.
	The reasonable costs and expenses of the Administrative Agent in connection
with the preparation of the Loan Documents payable pursuant to Section
11.3, and invoiced to Borrowers prior to the Closing Date, shall have
been paid.
	The representations and warranties of Borrowers contained in
Article 4 shall be true and correct in all material respects.
	Borrowers and any other Parties shall be in compliance with all the terms
and provisions of the Loan Documents, and giving effect to the Loans no Default
or Event of Default shall have occurred and be continuing.
	All legal matters relating to the Loan Documents shall be satisfactory to
McKenna Long & Aldridge LLP, special counsel to the Administrative
Agent.
	The Administrative Agent shall have received a Compliance Certificate dated
as of the date of the Closing Date demonstrating compliance with each of the
covenants calculated therein as of the most recent Fiscal Quarter end for which
the Borrowers have provided financial statements under Section 7.1
adjusted in the best good faith estimate of the Borrowers dated as of the date
of the Closing Date.
	The Administrative Agent shall have reviewed such other documents,
instruments, certificates, opinions, assurances, consents and approvals as the
Administrative Agent or the Administrative Agent's special counsel may
reasonably have requested.

(j)The Administrative Agent shall have received evidence reasonably
satisfactory to Administrative Agent that the Revolver has been executed and is
in full force and effect.


8.2   [Intentionally Omitted].


ARTICLE 9



EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT



9.1   Events of Default.  The existence or occurrence
of any one or more of the following events, whatever the reason therefor and
under any circumstances whatsoever, shall constitute an Event of
Default:

	Borrowers fail to pay any principal on any of the Notes, or any portion
thereof, on the date when due; or
	Borrowers fail to pay any interest on any of the Notes, or any fees under
Sections 3.4 or 3.5, or any portion thereof, within
five (5) Banking Days after the date when due; or fail to pay any other fee
or amount payable to the Banks or the Administrative Agent under any Loan
Document, or any portion thereof, within five (5) Banking Days after demand
therefor; or
	Borrowers or any of their respective Subsidiaries fail to comply with any of
the covenants contained in Article 6 (other than Sections
6.21 or 6.22 which are subject to Section 9.1 (p) below);
or
	Borrowers fail to comply with Section 7.1(k) in any respect that
is materially adverse to the interests of the Banks; or
	Any Borrower or any of their respective Subsidiaries or any other Party
fails to perform or observe any other covenant or agreement (not specified in
clause (a), (b), (c) or (d) above) contained in
any Loan Document on its part to be performed or observed within
thirty (30) Banking Days after the giving of notice by the Administrative
Agent on behalf of the Requisite Banks of such Default or, if such Default is
not reasonably susceptible of cure within such period, within such longer period
as is reasonably necessary to effect a cure so long as such Borrower, such
Subsidiary or such Party continues to diligently pursue cure of such Default but
not in any event in excess of sixty (60) Banking Days; or
	Any representation or warranty of Borrowers or any of their respective
Subsidiaries made in any Loan Document, or in any certificate or other writing
delivered by Borrowers  or any of their respective Subsidiaries pursuant to any
Loan Document, proves to have been incorrect when made or reaffirmed in any
respect that is materially adverse to the interests of the Banks; or
	Any Borrower or any of their respective Subsidiaries (i) fails to pay
(A) the principal, or any principal installment, of (1) any present or future
Indebtedness (other than Non-Recourse Debt) of $5,000,000 or more
or (2) any Non-Recourse Debt individually or in the aggregate of $60,000,000 or
more, (B) any guaranty of present or future Indebtedness (other
than Non-Recourse Debt) of $5,000,000 or more or (C) any guaranty of
present or future Non-Recourse Debt individually or in the aggregate of
$60,000,000 or more, on its part to be paid, in each case when due (or within
any stated grace period), whether at the stated maturity, upon acceleration, by
reason of required prepayment or otherwise or (ii) fails to perform or
observe any other term, covenant or agreement on its part to be performed or
observed, or suffers any event of default to occur, in connection with any
present or future Indebtedness (other than Non-Recourse Debt)
of $5,000,000 or more, or of any guaranty of present or future Indebtedness
(other than Non-Recourse Debt) of $5,000,000 or more, if as
a result of such failure or sufferance any holder or holders thereof (or an
agent or trustee on its or their behalf) has the right to declare such
Indebtedness due before the date on which it otherwise would become due or the
right to require Borrowers or any such Subsidiary to redeem or purchase, or
offer to redeem or purchase, all or any portion of such Indebtedness
(provided, that for the purpose of this clause (g), the
principal amount of Indebtedness consisting of a Swap Agreement shall be the
amount which is then payable by the counterparty to close out the Swap
Agreement); or
	Any Loan Document, at any time after its execution and delivery and for any
reason other than the agreement or action (or omission to act) of
the Administrative Agent or the Banks or satisfaction in full of all the
Obligations ceases to be in full force and effect or is declared by a court of
competent jurisdiction to be null and void, invalid or unenforceable in any
respect which is materially adverse to the interests of the Banks; or any Party
thereto denies in writing that it has any or further liability or obligation
under any Loan Document, or purports to revoke, terminate or rescind same;
or
	A final judgment against any of Borrowers or any of their respective
Subsidiaries is entered for the payment of money in excess of $5,000,000 (not
covered by insurance or for which an insurer has reserved its rights) and,
absent procurement of a stay of execution, such judgment remains unsatisfied for
thirty (30) calendar days after the date of entry of judgment, or in any
event later than five (5) days prior to the date of any proposed sale
thereunder; or any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the Property of any such
Person and is not released, vacated or fully bonded within thirty (30) calendar
days after its issue or levy; or
	Any of Borrowers or any of their respective Subsidiaries institutes or
consents to the institution of any proceeding under a Debtor Relief Law relating
to it or to all or any material part of its Property, or is unable or admits in
writing its inability to pay its debts as they mature, or makes an assignment
for the benefit of creditors; or applies for or consents to the appointment of
any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its Property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of that Person and the
appointment continues undischarged or unstayed for sixty (60) calendar days; or
any proceeding under a Debtor Relief Law relating to any such Person or to all
or any part of its Property is instituted without the consent of that Person and
continues undismissed or unstayed for sixty (60) calendar days or such Person
consents thereto or acquiesces therein, or a decree or order for relief is
entered in respect of any such Person in such proceeding; or
	The occurrence of an Event of Default (as such term is or may hereafter be
specifically defined in any other Loan Document) under any other Loan Document;
or
	Any Pension Plan maintained by Borrowers or any of their respective
Subsidiaries is determined to have a material "accumulated funding deficiency"
as that term is defined in Section 302 of ERISA in excess of an amount
equal to 5% of the combined total assets of Borrowers or such Subsidiaries as of
the most-recently ended Fiscal Quarter; or
	During any twelve (12) consecutive month period Joel S. Marcus shall cease
to be the Chief Executive Officer of Parent, and either of the following two (2)
persons (or any successor who was previously approved as provided herein) shall
cease to occupy the following positions: Peter Nelson shall cease to be the
Chief Financial Officer of Parent, and Jerry M. Sudarsky shall cease to be the
Chairman of the Parent; provided that the foregoing shall not constitute an
Event of Default if a competent and experienced successor for such Person shall
be approved by the Requisite Banks within six (6) months of such event, such
approval not to be unreasonably withheld; or
	The occurrence of a Change in Control; or
	Without limiting the terms of Section 9.1(g), the occurrence of an
Event of Default (as such term is defined in the Revolver) under the Revolver;
or
	Borrowers fail to comply with either Sections 6.21 or 6.22
 and such failure to comply is not cured within five (5) Banking Days
of the occurrence of such Default.



9.2  Remedies Upon Event of Default.  Without
limiting any other rights or remedies of the Administrative Agent or the Banks
provided for elsewhere in this Agreement, or the other Loan Documents, or by
applicable Law, or in equity, or otherwise:

	Upon the occurrence, and during the continuance, of any Event of Default
other than an Event of Default described in
Section 9.1(j):

	the Commitment to make Loans and all obligations of the Administrative Agent
or the Banks and all rights of Borrowers and any other Parties under the Loan
Documents shall be suspended without notice to or demand upon Borrowers, which
are expressly waived by Borrowers, except that all of the Banks or the
Requisite Banks (as the case may be, in accordance with Section 12.1) may
waive an Event of Default or, without waiving, determine, upon terms and
conditions satisfactory to the Banks or Requisite Banks, as the case may be, to
reinstate the Commitment and such other obligations, which waiver or
determination shall apply equally to, and shall be binding upon, all the Banks;
and
	the Requisite Banks may request the Administrative Agent to, and the
Administrative Agent thereupon shall, terminate the Commitment and/or declare
all or any part of the unpaid principal of all Notes, all interest accrued and
unpaid thereon and all other amounts payable under the Loan Documents to be
forthwith due and payable, whereupon the same shall become and be forthwith due
and payable, without protest, presentment, notice of dishonor, demand or further
notice of any kind, all of which are expressly waived by Borrowers.



	Upon the occurrence of any Event of Default described in
Section 9.1(j):

	the Commitment to make Loans and all other obligations of the Administrative
Agent or the Banks and all rights of Borrowers and any other Parties under the
Loan Documents shall terminate without notice to or demand upon Borrowers, which
are expressly waived by Borrowers, except that all of the Banks or the
Requisite Banks (as the case may be, in accordance with
Section 12.1) may waive the Event of Default or, without waiving,
determine, upon terms and conditions satisfactory to all the Banks, to reinstate
the Commitment and such other obligations and rights, which determination shall
apply equally to, and shall be binding upon, all the Banks; and
	the unpaid principal of all Notes, all interest accrued and unpaid thereon
and all other amounts payable under the Loan Documents shall be forthwith due
and payable, all without protest, presentment, notice of dishonor, demand or
further notice of any kind, all of which are expressly waived by
Borrowers.



	Upon the occurrence of any Event of Default, the Administrative Agent, on
behalf of the Banks, without notice to (except as expressly provided for
in any Loan Document) or demand upon Borrowers, which are expressly waived by
Borrowers (except as to notices expressly provided for in any Loan
Document), may proceed (but only with the consent of the Requisite Banks) to
protect, exercise and enforce their rights and remedies under the Loan Documents
against Borrowers and any other Party and such other rights and remedies as are
provided by Law or equity.
	The order and manner in which the Banks' rights and remedies are to be
exercised shall be determined by the Requisite Banks in their sole discretion,
and all payments received by the Administrative Agent and the Banks, or any of
them, shall be applied first to the costs and expenses (including reasonable
attorneys' fees and disbursements and the reasonably allocated costs of
attorneys employed by the Administrative Agent or by any Bank) of the
Administrative Agent and of the Banks, and thereafter paid pro rata to the Banks
in the same proportions that the aggregate Obligations owed to each Bank under
the Loan Documents bear to the aggregate Obligations owed under the Loan
Documents to all the Banks, without priority or preference among the Banks.
Regardless of how each Bank may treat payments for the purpose of its own
accounting, for the purpose of computing Borrowers' Obligations hereunder and
under the Notes, payments shall be applied first, to the costs and
expenses of the Administrative Agent and the Banks, as set forth above,
second, to the payment of accrued and unpaid interest due under any Loan
Documents to and including the date of such application (ratably, and without
duplication, according to the accrued and unpaid interest due under each of the
Loan Documents), and third, pari passu to the payment of
all other amounts (including principal and fees) then owing to the
Administrative Agent or the Banks under the Loan Documents and to the payment of
any termination payments due from the Borrowers in respect of Swap Agreements.
No application of payments will cure any Event of Default, or prevent
acceleration, or continued acceleration, of amounts payable under the Loan
Documents, or prevent the exercise, or continued exercise, of rights or remedies
of the Banks hereunder or thereunder or at Law or in equity.

ARTICLE 10



THE ADMINISTRATIVE AGENT



10.1   Appointment and Authorization.  Subject to
Section 10.8, each Bank hereby irrevocably appoints and authorizes the
Administrative Agent to take such action as the contractual representative on
its behalf and to exercise such powers under the Loan Documents as are delegated
to the Administrative Agent by the terms thereof or are reasonably incidental,
as determined by the Administrative Agent, thereto.  This appointment and
authorization is intended solely for the purpose of facilitating the servicing
of the Loans and does not constitute appointment of the Administrative Agent as
trustee for any Bank or as representative of any Bank for any other purpose and,
the Administrative Agent shall take such action and exercise such powers only in
an administrative and ministerial capacity.


10.2   Administrative Agent and Affiliates.  Fleet
(and each successor Administrative Agent in its individual capacity) has the
same rights and powers under the Loan Documents as any other Bank and may
exercise the same as though it were not the Administrative Agent, and the term
"Bank" or "Banks" includes Fleet in its individual capacity.  Fleet (and each
successor Administrative Agent in its individual capacity) and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
banking, trust or other business with Borrowers, any Subsidiary thereof, or any
Affiliate of Borrowers or any Subsidiary thereof, as if it were not the
Administrative Agent and without any duty to account therefor to the Banks.
Fleet (and each successor Administrative Agent in its individual capacity) need
not account to any other Bank for any monies received by it for reimbursement of
its costs and expenses as Administrative Agent hereunder, or for any monies
received by it in its capacity as a Bank hereunder, other than as required of
any Bank hereunder.  The Administrative Agent shall not be deemed to hold a
fiduciary or agency relationship with any Bank and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or otherwise exist against the Administrative Agent.  The
provisions of this Section 10.2 shall apply equally to any other agents
named herein.


10.3   Proportionate Interest in any Collateral.  The
Administrative Agent, on behalf of all the Banks, shall hold in accordance with
the Loan Documents all items of any collateral or interests therein received or
held by the Administrative Agent.  Subject to the Administrative Agent's and the
Banks' rights to reimbursement for their costs and expenses hereunder
(including reasonable attorneys' fees and disbursements and other
professional services and the reasonably allocated costs of attorneys employed
by the Administrative Agent or a Bank) and subject to the application of
payments in accordance with Section 9.2(d), each Bank shall have an
interest in the Administrative Agent's interest in such collateral or interests
therein in the same proportions that the aggregate Obligations owed such Bank
under the Loan Documents bear to the aggregate Obligations owed under the Loan
Documents to all the Banks, without priority or preference among the
Banks.


10.4    Banks' Credit Decisions.  Each Bank agrees
that it has, independently and without reliance upon the Administrative Agent,
any other Bank or the directors, officers, agents, employees or attorneys of the
Administrative Agent or of any other Bank, and instead in reliance upon
information supplied to it by or on behalf of Borrowers and upon such other
information as it has deemed appropriate, made its own independent credit
analysis and decision to enter into this Agreement.  Each Bank also agrees that
it shall, independently and without reliance upon the Administrative Agent, any
other Bank or the directors, officers, agents, employees or attorneys of the
Administrative Agent or of any other Bank, continue to make its own independent
credit analyses and decisions in acting or not acting under the Loan
Documents.


10.5   Action by Administrative Agent.

	Absent actual knowledge of the Administrative Agent of the existence of a
Default, the Administrative Agent may assume that no Default has occurred and is
continuing, unless the Administrative Agent has received notice from Borrowers
stating the nature of the Default or has received notice from a Bank stating the
nature of the Default and that such Bank considers the Default to have occurred
and to be continuing.
	The Administrative Agent has only those obligations under the Loan Documents
as are expressly set forth therein.
	Except for any obligation expressly set forth in the Loan Documents
and as long as the Administrative Agent may assume that no Default has occurred
and is continuing, the Administrative Agent may, but shall not be required to,
exercise its discretion to act or not act, except that the Administrative
Agent shall be required to comply with the instructions of the Requisite Banks
(or of all the Banks, to the extent required by Section 12.1) and
those instructions shall be binding upon the Administrative Agent and all the
Banks, provided that the Administrative Agent shall not be required to
comply with such instructions if to do so would be contrary to any Loan Document
or to applicable Law or would result, in the reasonable judgment of the
Administrative Agent, in substantial risk of liability to the Administrative
Agent.
	If the Administrative Agent has received a notice specified in
clause (a) or has actual knowledge of the existence of a Default,
the Administrative Agent shall promptly give notice thereof to the Banks and
shall comply with the instructions of the Requisite Banks (or of all the Banks,
to the extent required by Section 12.1), provided that the
Administrative Agent shall not be required to comply with such instructions if
to do so would be contrary to any Loan Document or to applicable Law or would
result, in the reasonable judgment of the Administrative Agent, in substantial
risk of liability to the Administrative Agent, and except that if the
Requisite Banks (or all the Banks, if required under Section 12.1)
fail, for five (5) Banking Days after the receipt of notice from the
Administrative Agent, to instruct the Administrative Agent, then the
Administrative Agent, in its sole discretion, may act or not act as it deems
advisable for the protection of the interests of the Banks.



10.5   Liability of Administrative Agent.  Neither
the Administrative Agent nor any of its directors, officers, agents, employees
or attorneys shall be liable for any action taken or not taken by them under or
in connection with the Loan Documents, except for their own gross
negligence or willful misconduct.  Without limitation on the foregoing, the
Administrative Agent and its directors, officers, agents, employees and
attorneys:

	May treat the payee of any Note as the holder thereof until the
Administrative Agent receives notice of the assignment or transfer thereof, in
form satisfactory to the Administrative Agent, signed by the payee, and may
treat each Bank as the owner of that Bank's interest in the Obligations for all
purposes of this Agreement until the Administrative Agent receives notice of the
assignment or transfer thereof, in form satisfactory to the Administrative
Agent, signed by that Bank;
	May consult with legal counsel (including in-house legal counsel),
accountants (including in-house accountants) and other professionals or
experts selected by it, or with legal counsel, accountants or other
professionals or experts for Borrowers and/or their Subsidiaries or the Banks,
and shall not be liable for any action taken or not taken by it in good faith in
accordance with any advice of such legal counsel, accountants or other
professionals or experts;
	Shall not be responsible to any Bank for any statement, warranty or
representation made in any of the Loan Documents or in any notice, certificate,
report, request or other statement (written or oral) given or made in connection
with any of the Loan Documents;
	Shall have no duty to ask or inquire as to the performance or observance by
Borrowers or their Subsidiaries of any of the terms, conditions or covenants of
any of the Loan Documents or to inspect any collateral or any Property, books or
records of Borrowers or their Subsidiaries;
	Will not be responsible to any Bank for the due execution, legality,
validity, enforceability, genuineness, effectiveness, sufficiency or value of
any Loan Document, any other instrument or writing furnished pursuant thereto or
in connection therewith, or any collateral;
	Will not incur any liability by acting or not acting in reliance upon any
Loan Document, notice, consent, certificate, statement, request or other
instrument or writing believed in good faith by it to be genuine and signed or
sent by the proper party or parties;
	Will not incur any liability for any arithmetical error in computing any
amount paid or payable by the Borrowers or any Subsidiary or Affiliate thereof
or paid or payable to or received or receivable from any Bank under any Loan
Document, including, without limitation, principal, interest, commitment
fees, Loans and other amounts; provided that, promptly upon discovery of
such an error in computation, the Administrative Agent, the Banks and (to the
extent applicable) Borrowers and/or their Subsidiaries or Affiliates shall make
such adjustments as are necessary to correct such error and to restore the
parties to the position that they would have occupied had the error not
occurred; and
	Have not made nor do they now make any representations or warranties,
express or implied, nor do they assume any liability to the Banks, with respect
to the creditworthiness or financial condition of the Borrowers, their
respective partners or members or any of their respective Subsidiaries, the
value of their respective assets or the collectability of the Loans.



10.7   Indemnification.  Each Bank shall, ratably in
accordance with its proportion of the aggregate Indebtedness evidenced by the
Notes, indemnify and hold the Administrative Agent and its directors, officers,
agents, employees and attorneys harmless against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including
reasonable attorneys' fees and disbursements and allocated costs of attorneys
employed by the Administrative Agent) that may be imposed on, incurred by or
asserted against it or them in any way relating to or arising out of the Loan
Documents (other than losses incurred by reason of the failure of Borrowers to
pay the Indebtedness represented by the Notes) or any action taken or not taken
by it as Administrative Agent thereunder, except such as result from its
own gross negligence or willful misconduct.  Without limitation on the
foregoing, each Bank shall reimburse the Administrative Agent upon demand for
that Bank's Pro Rata Share of any out-of-pocket cost or expense incurred by the
Administrative Agent in connection with the negotiation, preparation, execution,
delivery, amendment, waiver, restructuring, reorganization (including a
bankruptcy reorganization), enforcement or attempted enforcement of the Loan
Documents, to the extent that any Borrower or any other Party is required by
Section 11.3 to pay that cost or expense but fails to do so upon
demand.  Nothing in this Section 10.7 shall entitle the
Administrative Agent or any indemnitee referred to above to recover any amount
from the Banks if and to the extent that such amount has theretofore been
recovered from Borrowers or any of their Subsidiaries.  To the extent that the
Administrative Agent or any indemnitee referred to above is later reimbursed
such amount by Borrowers or any of their Subsidiaries, it shall return the
amounts paid to it by the Banks in respect of such amount.


10.8  Successor Administrative Agent.  The
Administrative Agent may resign as Administrative Agent upon reasonable notice
to the Banks and Borrowers effective upon acceptance of appointment by a
successor Administrative Agent.  The Requisite Banks may remove the
Administrative Agent from its capacity as Administrative Agent in the event of
the Administrative Agent's willful misconduct or gross negligence.  If the
Administrative Agent shall resign or be removed as Administrative Agent under
this Agreement, the Requisite Banks shall appoint from among the Banks a
successor Administrative Agent for the Banks, which successor Administrative
Agent shall require approval by Parent so long as no Default or Event of Default
has occurred and is continuing (and such approval shall not be unreasonably
withheld or delayed).  If no successor Administrative Agent is appointed prior
to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Banks and, so long
as no Default or Event of Default has occurred and is continuing Parent, a
successor Administrative Agent from among the Banks.  Upon the acceptance of its
appointment as successor Administrative Agent hereunder, such successor
Administrative Agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor Administrative Agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article 10, and
Sections 11.3, 11.11 and 11.22, shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.  Notwithstanding the foregoing, if
(a) the Administrative Agent has not been paid its agency fees under
Section 3.5 or has not been reimbursed for any expense reimbursable
to it under Section 11.3, in either case for a period of at least
one (1) year and (b) no successor Administrative Agent has accepted
appointment as Administrative Agent by the date which is thirty (30) days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Banks shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Requisite Banks appoint a successor
Administrative Agent as provided for above.


10.9  No Obligations of Borrowers.  Nothing
contained in this Article 10 shall be deemed to impose upon Borrowers any
obligation in respect of the due and punctual performance by the Administrative
Agent of its obligations to the Banks under any provision of this Agreement, and
Borrowers shall have no liability to the Administrative Agent or any of the
Banks in respect of any failure by the Administrative Agent or any Bank to
perform any of its obligations to the Administrative Agent or the Banks under
this Agreement.  Without limiting the generality of the foregoing, where any
provision of this Agreement relating to the payment of any amounts due and owing
under the Loan Documents provides that such payments shall be made by Borrowers
to the Administrative Agent for the account of the Banks, Borrowers' obligations
to the Banks in respect of such payments shall be deemed to be satisfied upon
the making of such payments to the Administrative Agent in the manner provided
by this Agreement.


10.10  Co-Agents.  None of the Co-Lead Arrangers,
Syndication Agent, Co-Documentation Agents or Co-Managing Agents as shown on the
cover of this Agreement have any additional rights or obligations under the Loan
Documents, except for those rights or obligations, if any, as a Bank.



ARTICLE 11



MISCELLANEOUS



11.1  Cumulative Remedies; No Waiver.  The rights,
powers, privileges and remedies of the Administrative Agent and the Banks
provided herein or in any Note or other Loan Document are cumulative and not
exclusive of any right, power, privilege or remedy provided by Law or equity.
No failure or delay on the part of the Administrative Agent or any Bank in
exercising any right, power, privilege or remedy may be, or may be deemed to be,
a waiver thereof; nor may any single or partial exercise of any right, power,
privilege or remedy preclude any other or further exercise of the same or any
other right, power, privilege or remedy.  The terms and conditions of
Article 8 hereof are inserted for the sole benefit of the
Administrative Agent and the Banks; the same may be waived in whole or in part,
with or without terms or conditions, in respect of any Loan without prejudicing
the Administrative Agent's or the Banks' rights to assert them in whole or in
part in respect of any other Loan.


11.2  [Intentionally Omitted].


11.3  Costs, Expenses and Taxes.  Borrowers shall
pay within five (5) Banking Days after demand, accompanied by an invoice
therefor, the reasonable costs and expenses of the Administrative Agent in
connection with the negotiation, preparation, syndication, execution, delivery
and interpretation of the Loan Documents and any amendment thereto or waiver
thereof.  Borrowers shall also pay on demand, accompanied by an invoice
therefor, the reasonable costs and expenses of the Administrative Agent and the
Banks in connection with the refinancing, restructuring, reorganization
(including a bankruptcy reorganization) and enforcement or attempted
enforcement of the Loan Documents, and any matter related thereto.  The
foregoing costs and expenses shall include filing fees, recording fees, title
insurance fees, appraisal fees, search fees, and other out-of-pocket expenses
and the reasonable fees and out-of-pocket expenses of any legal counsel
(including reasonably allocated costs of legal counsel employed by the
Administrative Agent or any Bank), independent public accountants and other
outside experts retained by the Administrative Agent or any Bank, whether or not
such costs and expenses are incurred or suffered by the Administrative Agent or
any Bank in connection with or during the course of any bankruptcy or insolvency
proceedings of any of Borrowers or any Subsidiary thereof.  Borrowers shall pay
any and all documentary and other taxes, excluding (i) taxes imposed
on or measured in whole or in part by any Bank's overall net income imposed on
such Bank by (A) any jurisdiction (or political subdivision thereof) in
which such Bank is organized or maintains its principal office or LIBOR Lending
Office or (B) any jurisdiction (or political subdivision thereof) in which
such Bank is "doing business" or (ii) any withholding taxes or other taxes
based on gross income imposed by the United States of America for any period
with respect to which any Bank has failed to provide Borrowers with the
appropriate form or forms required by Section 11.21, to the extent
such forms are then required by applicable Laws, and all costs, expenses, fees
and charges payable or determined to be payable in connection with the filing or
recording of this Agreement, any other Loan Document or any other instrument or
writing to be delivered hereunder or thereunder, or in connection with any
transaction pursuant hereto or thereto, and shall reimburse, hold
harmless and indemnify on the terms set forth in 11.11 the
Administrative Agent and the Banks from and against any and all loss, liability
or legal or other expense with respect to or resulting from any delay in paying
or failure to pay any such tax, cost, expense, fee or charge or that any of them
may suffer or incur by reason of the failure of any Party to perform any of its
Obligations.  Any amount payable to the Administrative Agent or any Bank under
this Section 11.3 shall bear interest from the fifth Banking Day
following the date of demand for payment at the Default Rate.


11.4   Nature of Banks' Obligations.  The obligations
of the Banks hereunder are several and not joint or joint and several.  Nothing
contained in this Agreement or any other Loan Document and no action taken by
the Administrative Agent or the Banks or any of them pursuant hereto or thereto
may, or may be deemed to, make the Banks a partnership, an association, a joint
venture or other entity, either among themselves or with the Borrowers or any
Affiliate of any of Borrowers.  A default by any Bank will not increase the
Pro Rata Share of the Commitment attributable to any other Bank.  Any Bank
not in default may, if it desires, assume in such proportion as the
nondefaulting Banks agree the obligations of any Bank in default, but is not
obligated to do so.  The Administrative Agent agrees that it will use reasonable
efforts (which will not include the payment of money) either to induce the other
Banks to assume the obligations of a Bank in default or to obtain another Bank,
reasonably satisfactory to Borrowers, to replace such a Bank in default.  A
defaulting Bank's right to participate in the administration of the Loan
Documents, including, without limitation, any rights to consent to or direct any
action or inaction of the Administrative Agent or to vote on any matter
presented to the Banks shall be suspended during the pendency of such Bank's
default.


11.5  Survival of Representations and Warranties.
All representations and warranties contained herein or in any other Loan
Document, or in any certificate or other writing delivered by or on behalf of
any one or more of the Parties to any Loan Document, will survive the making of
the Loans hereunder and the execution and delivery of the Notes, and have been
or will be relied upon by the Administrative Agent and each Bank,
notwithstanding any investigation made by the Administrative Agent or any Bank
or on their behalf.


11.6  Notices.  Except as otherwise expressly
provided in the Loan Documents, all notices, requests, demands, directions
and other communications provided for hereunder or under any other Loan Document
must be in writing and must be mailed, telegraphed, telecopied, dispatched by
commercial courier or delivered to the appropriate party at the address set
forth on the signature pages of this Agreement or other applicable Loan Document
or, as to any party to any Loan Document, at any other address as may be
designated by it in a written notice sent to all other parties to such Loan
Document in accordance with this Section.  Except as otherwise expressly
provided in any Loan Document, if any notice, request, demand, direction or
other communication required or permitted by any Loan Document is given by mail
it will be effective on the earlier of receipt or the fourth Banking Day after
deposit in the United States mail with first class or airmail postage
prepaid; if given by telegraph or cable, when delivered to the telegraph company
with charges prepaid; if given by telecopier, when sent; if dispatched by
commercial courier, on the scheduled delivery date; or if given by personal
delivery, when delivered.


11.7  Execution of Loan Documents.  Unless the
Administrative Agent otherwise specifies with respect to any Loan Document,
(a) this Agreement and any other Loan Document may be executed in any
number of counterparts and any party hereto or thereto may execute any
counterpart, each of which when executed and delivered will be deemed to be an
original and all of which counterparts of this Agreement or any other Loan
Document, as the case may be, when taken together will be deemed to be but one
and the same instrument and (b) execution of any such counterpart may be
evidenced by a telecopier transmission of the signature of such party.  The
execution of this Agreement or any other Loan Document by any party hereto or
thereto will not become effective until counterparts hereof or thereof, as the
case may be, have been executed by all the parties hereto or thereto.


11.8  Binding Effect; Assignment.

	This Agreement and the other Loan Documents to which Borrowers are a Party
will be binding upon and inure to the benefit of Borrowers, the Administrative
Agent, each of the Banks, and their respective successors and assigns,
except that Borrowers may not assign their rights hereunder or thereunder
or any interest herein or therein without the prior written consent of all the
Banks.  Each Bank represents that it is not acquiring its Note with a view to
the distribution thereof within the meaning of the Securities Act of 1933, as
amended (subject to any requirement that disposition of such Note must be within
the control of such Bank).  Any Bank may at any time pledge its Note or any
other instrument evidencing its rights as a Bank under this Agreement to a
Federal Reserve Bank, but no such pledge shall release that Bank from its
obligations hereunder or grant to such Federal Reserve Bank the rights of a Bank
hereunder absent foreclosure of such pledge.
	From time to time following the Closing Date, each Bank may assign to one or
more Eligible Assignees all or any portion of its Pro Rata Share of the
Commitment and its Loans; provided that (i) such Eligible Assignee,
if not then a Bank or an Affiliate of the assigning Bank, shall require approval
by the Administrative Agent and (if no Event of Default then exists) Parent
(neither of which approvals shall be unreasonably withheld or delayed),
(ii) such assignment shall be evidenced by a Commitment Assignment and
Acceptance, a copy of which together with any Notes subject to such assignment
shall be furnished to the Administrative Agent as hereinbelow provided,
(iii) except in the case of an assignment to an Affiliate of the
assigning Bank, to another Bank or of the entire remaining Commitment and
outstanding Loans of the assigning Bank, the assignment shall not assign a
Pro Rata Share of the Commitment and outstanding Loans that is equivalent
to less than $5,000,000, (iv) the assignment shall be of a constant, and
not a varying, percentage of the Assignor's rights and obligations under this
Agreement, and (v) the effective date of any such assignment shall be as
specified in the Commitment Assignment and Acceptance, but not earlier than the
date which is five (5) Banking Days after the date the Administrative Agent
has received the Commitment Assignment and Acceptance unless otherwise agreed by
the Administrative Agent.  Upon the effective date of such Commitment Assignment
and Acceptance, the Eligible Assignee named therein shall be a Bank for all
purposes of this Agreement, with the Pro Rata Share of the Commitment therein
set forth and, to the extent of such Pro Rata Share, the assigning Bank shall be
released from its further obligations under this Agreement.  Borrowers agree
that they shall execute and deliver (against delivery by the assigning Bank to
Borrowers of its Note) to such assignee Bank, Notes evidencing that assignee
Bank's Pro Rata Share of the Commitment, and to the assigning Bank, Notes
evidencing the remaining balance Pro Rata Share retained by the assigning
Bank.
	By executing and delivering a Commitment Assignment and Acceptance, the
Eligible Assignee thereunder acknowledges and agrees that: (i) other than
the representation and warranty of the assigning Bank that it is the legal and
beneficial owner of the Pro Rata Share of the Commitment being assigned thereby
free and clear of any adverse claim, neither the assigning Bank nor the
Administrative Agent has made any representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness or sufficiency of this Agreement or any
other Loan Document; (ii) neither the assigning Bank nor the Administrative
Agent has made any representation or warranty and assumes no responsibility with
respect to the financial condition of Borrowers or the performance by Borrowers
of the Obligations; (iii) it has received a copy of this Agreement,
together with copies of the most recent financial statements delivered pursuant
to Section 7.1 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Commitment Assignment and Acceptance; (iv) it will, independently and
without reliance upon the Administrative Agent or any Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement; (v) it appoints and authorizes the Administrative Agent to take
such action and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by this Agreement; and (vi) it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Bank.
	The Administrative Agent shall maintain at the Administrative Agent's Office
a copy of each Commitment Assignment and Acceptance delivered to it and a
register (the "Register") of the names and address of each of the Banks and the
Pro Rata Share of the Commitment held by each Bank, giving effect to each
Commitment Assignment and Acceptance.  The Register shall be available during
normal business hours for inspection by Borrowers or any Bank upon reasonable
prior notice to the Administrative Agent.  After receipt of a completed
Commitment Assignment and Acceptance executed by any Bank and an Eligible
Assignee and the Notes subject to such assignment, and receipt of an assignment
fee of $3,500 from such Bank or Eligible Assignee, the Administrative Agent
shall, promptly following the effective date thereof, provide to Borrowers and
the Banks a revised Schedule 1.1 giving effect thereto.  Borrowers,
the Administrative Agent and the Banks shall deem and treat the Persons listed
as Banks in the Register as the holders and owners of the Pro Rata Share of the
Commitment listed therein for all purposes hereof, and no assignment or transfer
of any such Pro Rata Share of the Commitment shall be effective, in each case
unless and until a Commitment Assignment and Acceptance effecting the assignment
or transfer thereof shall have been accepted by the Administrative Agent and
recorded in the Register as provided above.  Prior to such recordation, all
amounts owed with respect to the applicable Pro Rata Share of the Commitment
shall be owed to the Bank listed in the Register as the owner thereof, and any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is listed in the Register as a Bank
shall be conclusive and binding on any subsequent holder, assignee or transferee
of the corresponding Pro Rata Share of the Commitment.
	Each Bank may from time to time grant participations to one or more banks or
other financial institutions (including another Bank but excluding
an Employee Plan) in a portion of its Pro Rata Share of the Commitment;
provided, however, that (i) such Bank's obligations under
this Agreement shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participating banks or other financial institutions shall not be
a Bank hereunder for any purpose except, if the participation agreement
so provides, for the purposes of Sections 3.7, 3.8,
11.11 and 11.22 but only to the extent that the cost of such
benefits to Borrowers does not exceed the cost which Borrowers would have
incurred in respect of such Bank absent the participation, (iv) Borrowers,
the Administrative Agent and the other Banks shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement, (v) the participation interest shall be expressed as
a percentage of the granting Bank's Pro Rata Share of the Commitment as it then
exists and shall not afford such participant any rights or privileges under the
Loan Documents except as provided in clause (iii) above.



11.9  Right of Setoff.  If an Event of Default has
occurred and is continuing, the Administrative Agent or any Bank (but in each
case only with the consent of the Requisite Banks and subject to the provisions
of Section 11.10) may exercise its rights under Article 9 of the
Uniform Commercial Code and other applicable Laws and, to the extent permitted
by applicable Laws, apply any funds in any deposit account maintained with it by
Borrowers and/or any Property of Borrowers in its possession against the
Obligations.  ANY AND ALL RIGHTS TO REQUIRE AGENT OR ANY BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS, OR OTHER PROPERTY OF BORROWERS, ARE HEREBY, KNOWINGLY,
VOLUNTARILY, AND IRREVOCABLY WAIVED.


11.10  Sharing of Setoffs.  Each Bank severally
agrees that if it, through the exercise of any right of setoff, banker's lien or
counterclaim against Borrowers, or otherwise, receives payment of the
Obligations held by it that is ratably more than any other Bank, through any
means, receives in payment of the Obligations held by that Bank, then, subject
to applicable Laws:  (a) the Bank exercising the right of setoff, banker's
lien or counterclaim or otherwise receiving such payment shall purchase, and
shall be deemed to have simultaneously purchased, from each of the other Banks a
participation in the Obligations held by the other Banks and shall pay to the
other Banks a purchase price in an amount so that the share of the Obligations
held by each Bank after the exercise of the right of setoff, banker's lien or
counterclaim or receipt of payment shall be in the same proportion that existed
prior to the exercise of the right of setoff, banker's lien or counterclaim or
receipt of payment; and (b) such other adjustments and purchases of
participations shall be made from time to time as shall be equitable to ensure
that all of the Banks share any payment obtained in respect of the Obligations
ratably in accordance with each Bank's share of the Obligations immediately
prior to, and without taking into account, the payment; provided that, if
all or any portion of a disproportionate payment obtained as a result of the
exercise of the right of setoff, banker's lien, counterclaim or otherwise is
thereafter recovered from the purchasing Bank by Borrowers or any Person
claiming through or succeeding to the rights of Borrowers, the purchase of a
participation shall be rescinded and the purchase price thereof shall be
restored to the extent of the recovery, but without interest (unless the Bank
from which such payment is recovered is required to pay interest thereon, in
which case each Bank returning funds to such Bank shall pay its pro rata share
of such interest).  Each Bank that purchases a participation in the Obligations
pursuant to this Section 11.10 shall from and after the purchase
have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Bank were the
original owner of the Obligations purchased.  Borrowers expressly consent to the
foregoing arrangements and agree that any Bank holding a participation in an
Obligation so purchased pursuant to this Section 11.10 may exercise
any and all rights of setoff, banker's lien or counterclaim with respect to the
participation as fully as if the Bank were the original owner of the Obligation
purchased.


11.11  Indemnity by Borrowers.  Borrowers agree to
indemnify, save and hold harmless the Administrative Agent and Lead Arranger and
each Bank and their respective directors, officers, agents, attorneys and
employees (collectively the "Indemnitees") from and against:
(a) any and all claims, demands, actions or causes of action (except
a claim, demand, action, or cause of action for any amount excluded from the
definition of "Taxes" in Section 3.12(d)) if the claim, demand,
action or cause of action arises out of or relates to any act or omission (or
alleged act or omission) of Borrowers, their Affiliates or any of their
officers, directors or stockholders relating to the Commitment, the use or
contemplated use of proceeds of any Loan, or the relationship of Borrowers and
the Banks under this Agreement; (b) any administrative or investigative
proceeding by any Governmental Agency arising out of or related to a claim,
demand, action or cause of action described in clause (a) above; and
(c) any and all liabilities, losses, costs or expenses (including
reasonable attorneys' fees and the reasonably allocated costs of attorneys
employed by any Indemnitee and disbursements of such attorneys and other
professional services) that any Indemnitee suffers or incurs as a result of the
assertion of any foregoing claim, demand, action or cause of action;
provided that no Indemnitee shall be entitled to indemnification for any
loss caused by its own gross negligence or willful misconduct or for any loss
asserted against it by another Indemnitee.  If any claim, demand, action or
cause of action is asserted against any Indemnitee, such Indemnitee shall
promptly notify Borrowers, but the failure to so promptly notify Borrowers shall
not affect Borrowers' obligations under this Section unless such failure
materially prejudices Borrowers' right to participate in the contest of such
claim, demand, action or cause of action, as hereinafter provided.  Such
Indemnitee may (and shall, if requested by Borrowers in writing) contest the
validity, applicability and amount of such claim, demand, action or cause of
action and shall permit Borrowers to participate in such contest.  Any
Indemnitee that proposes to settle or compromise any claim or proceeding for
which Borrowers may be liable for payment of indemnity hereunder shall give
Borrowers written notice of the terms of such proposed settlement or compromise
reasonably in advance of settling or compromising such claim or proceeding and
shall obtain Borrowers' prior consent (which shall not be unreasonably withheld
or delayed).  In connection with any claim, demand, action or cause of action
covered by this Section 11.11 against more than one Indemnitee, all
such Indemnitees shall be represented by the same legal counsel (which may be a
law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a
combination of the foregoing) selected by the Indemnitees and reasonably
acceptable to Borrowers; provided, that if such legal counsel determines
in good faith that representing all such Indemnitees would or could result in a
conflict of interest under Laws or ethical principles applicable to such legal
counsel or that a defense or counterclaim is available to an Indemnitee that is
not available to all such Indemnitees, then to the extent reasonably necessary
to avoid such a conflict of interest or to permit unqualified assertion of such
a defense or counterclaim, each affected Indemnitee shall be entitled to
separate representation by legal counsel selected by that Indemnitee and
reasonably acceptable to Borrowers, with all such legal counsel using reasonable
efforts to avoid unnecessary duplication of effort by counsel for all
Indemnitees; and further provided that the Administrative Agent
(as an Indemnitee) shall at all times be entitled to representation by separate
legal counsel (which may be a law firm or attorneys employed by the
Administrative Agent or a combination of the foregoing).  Any obligation or
liability of Borrowers to any Indemnitee under this Section 11.11
shall survive the expiration or termination of this Agreement and the repayment
of all Loans and the payment and performance of all other Obligations owed to
the Banks.


11.12  Nonliability of the Banks.  Borrowers
acknowledge and agree that:

	Any inspections of any Property of Borrowers made by or through the
Administrative Agent or the Banks are for purposes of administration of the Loan
only and Borrowers are not entitled to rely upon the same (whether or not such
inspections are at the expense of Borrowers);
	By accepting or approving anything required to be observed, performed,
fulfilled or given to the Administrative Agent or the Banks pursuant to the Loan
Documents, neither the Administrative Agent nor the Banks shall be deemed to
have warranted or represented the sufficiency, legality, effectiveness or legal
effect of the same, or of any term, provision or condition thereof, and such
acceptance or approval thereof shall not constitute a warranty or representation
to anyone with respect thereto by the Administrative Agent or the Banks;
	The relationship between Borrowers and the Administrative Agent and the
Banks is, and shall at all times remain, solely that of borrowers and lenders;
neither the Administrative Agent nor the Banks shall under any circumstance be
construed to be partners or joint venturers of Borrowers or their Affiliates;
neither the Administrative Agent nor the Banks shall under any circumstance be
deemed to be in a relationship of confidence or trust or a fiduciary
relationship with Borrowers or their Affiliates, or to owe any fiduciary duty to
Borrowers or their Affiliates; neither the Administrative Agent nor the Banks
undertake or assume any responsibility or duty to Borrowers or their Affiliates
to select, review, inspect, supervise, pass judgment upon or inform Borrowers or
their Affiliates of any matter in connection with their Property or the
operations of Borrowers or their Affiliates; Borrowers and their Affiliates
shall rely entirely upon their own judgment with respect to such matters; and
any review, inspection, supervision, exercise of judgment or supply of
information undertaken or assumed by the Administrative Agent or the Banks in
connection with such matters is solely for the protection of the Administrative
Agent and the Banks and neither Borrowers nor any other Person is entitled to
rely thereon; and
	The Administrative Agent and the Banks shall not be responsible or liable to
any Person for any loss, damage, liability or claim of any kind relating to
injury or death to Persons or damage to Property caused by the actions, inaction
or negligence of Borrowers and/or its Affiliates and Borrowers hereby indemnify
and hold the Administrative Agent and the Banks harmless on the terms set forth
in Section 11.11 from any such loss, damage, liability or
claim.



11.13  No Third Parties Benefited.  This Agreement is
made for the purpose of defining and setting forth certain obligations, rights
and duties of Borrowers, the Administrative Agent and the Banks in connection
with the Loans, and is made for the sole benefit of Borrowers, the
Administrative Agent and the Banks, and the Administrative Agent's and the
Banks' successors and assigns.  Except as provided in
Sections 11.8 and 11.11, no other Person shall have any
rights of any nature hereunder or by reason hereof.


11.14  Confidentiality.  

	Confidentiality.  Each Bank and the Administrative Agent (each, a
"Lender Party") hereby agrees for itself only that, except as specifically set
forth herein, (i) such Lender Party shall not participate in or generate any
press release or other release of information to the general public relating to
the closing of the Loan without the prior written consent of the Borrowers, (ii)
such Lender Party shall hold the Confidential Information in strict confidence
in accordance with such Lender Party's customary procedures to prevent the
misuse or disclosure of confidential information of this nature and in
accordance with safe and sound banking practices, (iii) use the Confidential
Information solely for the purposes of underwriting the Loan or acquiring an
interest therein, carrying out such Lender Party's rights or obligations under
this Agreement, in connection with the syndication of the Loan, the enforcement
of the Loan Documents, or other internal examination, supervision or oversight
of the transactions contemplated hereby as reasonably determined by such Lender
Party, or as otherwise permitted by the terms of this Section 11.14
(collectively, "Permitted Purposes"), and (iv) not disclose the Confidential
Information to any third party, except as expressly authorized in this Agreement
or with prior written consent of Borrowers.  Each Lender Party shall promptly
notify Borrowers in the event that it becomes aware of any loss or unauthorized
disclosure of any Confidential Information.

Each Lender Party shall not have any obligations under this Agreement with
respect to a specific portion of the Confidential Information if such Lender
Party can demonstrate that such Confidential Information (i) was publicly
available at the time it was disclosed to such Lender Party, (ii) became
publicly available subsequent to the time it was disclosed to such Lender Party,
(iii) was in or comes into a Lender Party's possession from a source not known
to such Lender Party (after reasonable inquiry) to be in breach of an obligation
of confidentiality owed to Borrowers in making such disclosure to such Lender
Party, (iv) was in or comes into Lender Party's possession free of any
obligation of confidence owed to the Borrowers at the time it was disclosed to
them, or (v) was developed by the employees or agents of the Lender Party
without the use of the Confidential Information.

	Disclosures.  Any Lender Party or its legal counsel may disclose the
Confidential Information (i) to Borrowers, other Banks, the Administrative Agent
or any of their respective legal counsel, (ii) to its auditors in connection
with bank audits or regulatory officials having jurisdiction over such Lender
Party, (iii) to its legal counsel who need to know the Confidential Information
for the purposes of representing or advising the Lender Parties, (iv) with prior
written notice to the Chief Executive Officer or Chief Financial Officer of
Parent, to its consultants, agents and advisors retained in good faith by such
Lender Party with a need to know such information in connection with a Permitted
Purpose or to otherwise advise or consult with such Lender Party, (v) as
required by Law or legal process (subject to the terms below), or in connection
with any legal proceeding to which that Lender Party and any of Borrowers are
adverse parties, (vi) to another potential Bank or participant in connection
with a disposition or proposed disposition to that Person of all or part of that
Lender Party's interests hereunder or a participation interest in its Notes, and
(vii) to its directors, officers, employees and affiliates that control, are
controlled by, or are under common control with such Lender Party or its parent
or otherwise within the corporate umbrella of such Lender Party who need to know
the confidential information for purposes of underwriting the Loan or becoming a
party to this Agreement,  the syndication of the Loan, the administration,
interpretation, performance or exercise of rights under the Loan Documents, the
enforcement of the Loan Documents, or other internal supervision, examination or
oversight of the transactions contemplated hereby as reasonably determined by
such Lender Party, provided that any Person to whom any of the Confidential
Information is disclosed is informed by such Lender Party of the strictly
confidential nature of the Confidential Information, and such Persons described
in clauses (b)(iv) and (vi) shall agree in writing to be bound by
confidentiality restrictions at least as restrictive as those contained herein.
Notwithstanding the foregoing, a Lender Party may disclose Confidential
Information to the extent such Lender Party is requested or required by any Law
or any order of any court, governmental, regulatory or self-regulatory body or
other legal process to make any disclosure of or about any of the Confidential
Information.  In such event (except with respect to banking regulators or
auditors), such Lender Party shall, if permitted by law, promptly notify
Borrowers in writing so that Borrowers may seek an appropriate protective order
or waive compliance with the provisions of this Agreement (provided that if a
protective order or the receipt of a waiver hereunder has not been obtained, or
if prior notice is not possible, and a Lender Party is, in the opinion of its
counsel, compelled to disclose Confidential Information, such Lender Party may
disclose that portion of the Confidential Information which its counsel advises
it that such Lender Party is compelled to disclose, and provided further that in
any event, such Lender Party will not oppose action by Borrowers to obtain an
appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Confidential Information.)  Each Lender Party
shall be liable (but only to the extent it is finally determined to have
breached the provisions of this Section 11.14(b)) for any actions by such
Lender Party (but not any other Person) which are not in accordance with the
provisions of this Section 11.14(b).  

Notwithstanding anything herein to the contrary, Confidential Information
shall not include, and Administrative Agent and each Bank may disclose to any
and all Persons, without limitation of any kind, any information with respect to
the "tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent or any Bank relating to such tax
treatment and tax structure; provided that with respect to any document
or similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans and transactions
contemplated hereby.

	No Rights in Confidential Information.  The Administrative Agent and
each Bank recognizes and agrees that nothing contained in this Section 11.14
shall be construed as granting any property rights, by license or otherwise, to
any Confidential Information (other than the Agreement or any amendments thereto
or any related agreements), or to any invention or any patent, copyright,
trademark, or other intellectual property right that has issued or that may
issue, based on such Confidential Information (other than the Agreement or any
amendments thereto or any related agreements).  No Lender Party shall make, have
made, use or sell for any purpose any product or other item using, incorporating
or derived from any such Confidential Information; provided that the foregoing
shall not limit or restrict in any way the creation, use or sale of banking or
related services by any Lender Party.
	Survival.  All Confidential Information provided by or on behalf of
Borrowers during the term of this Agreement or any predecessor agreements shall
remain confidential indefinitely and shall continue to receive that level of
confidential treatment customarily provided by commercial banks dealing with
confidential information of their borrower customers, subject, however, to the
specific exceptions to confidential treatment provided herein.  For a period of
one year after the Termination Date, the affected Lender Party shall continue to
make reasonable inquiry of any third party providing Confidential Information as
to whether such third party is subject to an obligation of confidentiality owed
to the Borrowers or their Subsidiaries and if such Lender Party obtains
knowledge that such third party is violating a confidentiality agreement with
Borrowers, such Lender Party shall treat the Confidential Information received
from such third party as strictly confidential in accordance with the provisions
of this Section 11.14.  For purposes of this Section 11.14(d), the
Termination Date shall mean the earlier of the termination of this Agreement or,
with respect to a specific Lender Party, the date such Person no longer holds an
interest in the Loan.
	Injunctive Relief.  Each Lender Party hereby agrees that breach of
this Section 11.14 will cause Borrowers irreparable damage for which recovery of
damages would be inadequate, and that Borrowers shall therefore be entitled to
obtain timely injunctive relief under this Agreement, as well as such further
relief as may be granted by a court of competent jurisdiction.
	No Fiduciary Duty.  Nothing in this Section shall be construed to
create or give rise to any fiduciary duty on the part of the Administrative
Agent or the Banks to Borrowers.
	Separate Action.  Borrowers covenant and agree not to, and hereby
expressly waive any right to, raise as a defense, affirmative defense, set off,
recoupment or otherwise against any Lender Party any claim arising from or
relating to an alleged breach of this Section 11.14 in any action, claim
or proceeding relating to a breach of the Loan Documents by Borrowers or other
action to enforce or recover the Obligations, and covenant and agree that any
claim against a Lender Party arising from or relating to an alleged breach of
this Section 11.14 by a Lender Party shall only be asserted as an
affirmative claim in a separate action against the applicable Lender
Party.

11.15  Further Assurances.  Borrowers shall, at their
expense and without expense to the Banks or the Administrative Agent, do,
execute and deliver such further acts and documents as the Requisite Banks or
the Administrative Agent from time to time reasonably require for the assuring
and confirming unto the Banks or the Administrative Agent of the rights hereby
created or intended now or hereafter so to be, or for carrying out the intention
or facilitating the performance of the terms of any Loan Document.


11.16  Integration.  This Agreement, together with
the other Loan Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and supersedes all prior agreements,
written or oral, on the subject matter hereof.  In the event of any conflict
between the provisions of this Agreement and those of any other Loan Document,
the provisions of this Agreement shall control and govern; provided that
the inclusion of supplemental rights or remedies in favor of the Administrative
Agent or the Banks in any other Loan Document shall not be deemed a conflict
with this Agreement.  Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.


11.17  Governing Law.  Except to the extent otherwise
provided therein, each Loan Document shall be governed by, and construed and
enforced in accordance with, the Laws of California applicable to contracts made
and performed in California.


11.18  Severability of Provisions.  Any provision in
any Loan Document that is held to be inoperative, unenforceable or invalid as to
any party or in any jurisdiction shall, as to that party or jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions
or the operation, enforceability or validity of that provision as to any other
party or in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.


11.19  Headings.  Article and Section headings
in this Agreement and the other Loan Documents are included for convenience of
reference only and are not part of this Agreement or the other Loan Documents
for any other purpose.


11.20  Time of the Essence.  Time is of the essence
of the Loan Documents.


11.21  Foreign Banks and Participants.  Each Bank
that is incorporated or otherwise organized under the Laws of a jurisdiction
other than the United States of America or any State thereof or the District of
Columbia shall deliver to Borrowers (with a copy to the Administrative Agent),
on or before the Closing Date (or on or before accepting an assignment or
receiving a participation interest herein pursuant to Section 11.8,
if applicable) two duly completed copies, signed by a Responsible Official, of
either Form 1098 W8-BEN (relating to such Bank and entitling it to a
complete exemption from withholding on all payments to be made to such Bank by
Borrowers pursuant to this Agreement) or Form 1098 W8-ECI (relating to all
payments to be made to such Bank by the Borrowers pursuant to this Agreement) of
the United States Internal Revenue Service or such other evidence
(including, if reasonably necessary, Form W-9) satisfactory to
Borrowers and the Administrative Agent that no withholding under the federal
income tax laws is required with respect to such Bank.  Thereafter and from time
to time, each such Bank shall (a) promptly submit to Borrowers (with a copy
to the Administrative Agent), such additional duly completed and signed copies
of one of such forms (or such successor forms as shall be adopted from time to
time by the relevant United States taxing authorities) as may then be available
under then current United States laws and regulations to avoid, or such evidence
as is satisfactory to Borrowers and the Administrative Agent of any available
exemption from, United States withholding taxes in respect of all payments to be
made to such Bank by Borrowers pursuant to this Agreement and (b) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Bank, and as may be reasonably necessary (including the re-
designation of its LIBOR Lending Office, if any) to avoid any requirement of
applicable Laws that Borrowers make any deduction or withholding for taxes from
amounts payable to such Bank.  In the event that Borrowers or the Administrative
Agent become aware that a participation has been granted pursuant to
Section 11.8(e) to a financial institution that is incorporated or
otherwise organized under the Laws of a jurisdiction other than the United
States of America, any State thereof or the District of Columbia, then, upon
request made by Borrowers or the Administrative Agent to the Bank which granted
such participation, such Bank shall cause such participant financial institution
to deliver the same documents and information to Borrowers and the
Administrative Agent as would be required under this Section if such financial
institution were a Bank.


11.22  Hazardous Material Indemnity.  Each of
Borrowers hereby agrees to indemnify, hold harmless and defend (by counsel
reasonably satisfactory to the Administrative Agent) the Administrative Agent
and each of the Banks and their respective directors, officers, employees,
agents, successors and assigns from and against any and all claims, losses,
damages, liabilities, fines, penalties, charges, administrative and judicial
proceedings and orders, judgments, remedial action requirements, enforcement
actions of any kind, and all costs and expenses incurred in connection therewith
(including but not limited to reasonable attorneys' fees and the reasonably
allocated costs of attorneys employed by the Administrative Agent or any Bank,
and expenses to the extent that the defense of any such action has not been
assumed by Borrowers), arising directly or indirectly out of (i) the
presence on, in, under or about any Real Property of any Hazardous Materials, or
any releases or discharges of any Hazardous Materials on, under or from any Real
Property and (ii) any activity carried on or undertaken on or off any Real
Property by Borrowers or any of its predecessors in title, whether prior to or
during the term of this Agreement, and whether by Borrowers or any predecessor
in title or any employees, agents, contractors or subcontractors of Borrowers
or any predecessor in title, or any third persons at any time occupying or
present on any Real Property, in connection with the handling, treatment,
removal, storage, decontamination, clean-up, transport or disposal of any
Hazardous Materials at any time located or present on, in, under or about any
Real Property.  The foregoing indemnity shall further apply to any residual
contamination on, in, under or about any Real Property, or affecting any natural
resources, and to any contamination of any Property or natural resources arising
in connection with the generation, use, handling, storage, transport or disposal
of any such Hazardous Materials, and irrespective of whether any of such
activities were or will be undertaken in accordance with applicable Laws, but
the foregoing indemnity shall not apply to Hazardous Materials on any Real
Property, the presence of which is caused by the Administrative Agent or the
Banks.  Borrowers hereby acknowledge and agree that, notwithstanding any other
provision of this Agreement or any of the other Loan Documents to the contrary,
the obligations of Borrowers under this Section (and under
Sections 4.17 and 5.10) shall be unlimited corporate
obligations of Borrowers and shall not be secured by any Lien on any Real
Property.  Any obligation or liability of Borrowers to any Indemnitee under this
Section 11.22 shall survive the expiration or termination of this
Agreement and the repayment of all Loans and the payment and performance of all
other Obligations owed to the Banks.


11.23  Joint and Several.  Each of Borrowers shall be
obligated for all of the Obligations on a joint and several basis,
notwithstanding which of Borrowers may have directly received the proceeds of
any particular Loan.  Each of Borrowers acknowledges and agrees that, for
purposes of the Loan Documents, Borrowers constitute a single integrated
financial enterprise and that each receives a benefit from the availability of
credit under this Agreement to all of Borrowers.  Each of Borrowers waives all
defenses arising under the Laws of suretyship, to the extent such Laws are
applicable, in connection with its joint and several obligations under this
Agreement.  Without limiting the foregoing, each of Borrowers agrees to the
Joint Borrower Provisions set forth in Exhibit L, incorporated by
this reference.


11.24  Removal of a Bank.  Borrowers shall have the
right to remove a Bank as a party to this Agreement if such Bank is paid a
material amount by Borrowers pursuant to Section 3.7 or
Section 3.8.  Upon notice from Borrowers, such Bank shall execute
and deliver a Commitment Assignment and Acceptance covering that Bank's Pro Rata
Share of the Commitment in favor of such Eligible Assignee as Borrowers may
designate with the approval of the Administrative Agent, subject to payment in
full by such Eligible Assignee of all principal, interest and fees and any other
amount owing to such Bank through the date of assignment.  


11.25  WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY
TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


11.26  Purported Oral Amendments.  BORROWERS
EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY
BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR
SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH
SECTION 12.1.  BORROWERS AGREE THAT THEY WILL NOT RELY ON ANY COURSE
OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY
REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY BANK THAT DOES NOT COMPLY WITH
SECTION 12.1 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR
SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


11.27  Replacement of Notes.  Upon receipt of
evidence reasonably satisfactory to the Borrowers of the loss, theft,
destruction or mutilation of any Note, and in the case of any such loss, theft
or destruction, upon delivery of an indemnity agreement reasonably satisfactory
to the Borrowers or, in the case of any such mutilation, upon surrender and
cancellation of the applicable Note, the Borrowers will execute and deliver, in
lieu thereof, a replacement Note, identical in form and substance to the
applicable Note and dated as of the date of the applicable Note and upon such
execution and delivery all references in the Loan Documents to such Note shall
be deemed to refer to such replacement Note.


ARTICLE 12



AMENDMENTS; CONSENTS



12.1  Amendments; Consents.  No amendment,
modification, supplement, extension, termination or waiver of any provision of
this Agreement or any other Loan Document, no approval or consent thereunder,
and no consent to any departure by Borrowers or any other Party therefrom, may
in any event be effective unless in writing signed by the Requisite Banks (and,
in the case of any amendment, modification or supplement of or to any Loan
Document to which any of Borrowers is a Party, signed by each such Party, and,
in the case of any amendment, modification or supplement to Section 3.5
or Article 10, signed by the Administrative Agent), and then only in
the specific instance and for the specific purpose given; and, without the
approval in writing of all the Banks, no amendment, modification, supplement,
termination, waiver or consent may be effective:

	To amend, modify, forgive, reduce or waive the principal of, or the amount
of principal, principal prepayments or the rate of interest payable on, any
Note, or the amount of the Commitment or the Pro Rata Share of any Bank or the
amount of any commitment fee payable to any Bank, or any other fee or amount
payable to any Bank under the Loan Documents or to waive an Event of Default
consisting of the failure of Borrowers to pay when due principal, interest or
any fee;
	To postpone any date fixed for any payment of principal of, prepayment of
principal of or any installment of interest on, any Note or any installment of
any fee, or to extend the term of the Commitment; 
	To amend the provisions of the definition of "Requisite Banks" or
"Maturity Date"; 
	To amend or waive this Section 12.1; 
	To amend any provision of this Agreement that expressly requires the consent
or approval of all of the Banks to require a lesser number of Banks to approve
such action; 
	To release any Borrower except as provided in Section 6.18; or
	To change the manner of distribution of any payments to the Banks or the
Administrative Agent.





Notwithstanding anything herein to the contrary, the Administrative Agent may
with the approval of the Majority Banks temporarily waive compliance by
Borrowers with any condition, obligation or covenant contained in this Agreement
or the Loan Documents (other than a failure to make a payment of any principal,
interest or fee when due) for a period not to exceed ninety (90) days, provided,
however, that any such condition, obligation or covenant so waived may not be
consecutively waived after the expiration of such ninety (90) day period.  Any
amendment, modification, supplement, termination, waiver or consent pursuant to
this Section 12.1 shall apply equally to, and shall be binding upon,
all the Banks and the Administrative Agent.

[remainder of page intentionally left blank]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation

By:/s/ Peter J. Nelson

     Peter J. Nelson

     Chief Financial Officer


ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership

By:ARE-QRS Corp., a Maryland corporation, general 

partner


By:/s/ Peter J. Nelson

Peter J. Nelson, CFO


ARE-QRS CORP., a Maryland corporation

By:/s/ Peter J. Nelson

Peter J. Nelson, CFO


ARE ACQUISITIONS, LLC

ARE-1401 RESEARCH BOULEVARD, LLC

By: ARE-QRS Corp., a Maryland corporation,

 managing member

By:/s/ Peter J. Nelson

Peter J. Nelson, CFO


ARE-215 COLLEGE ROAD, LLC

ARE-819/863 MITTEN ROAD, LLC

ARE-150/154 TECHNOLOGY PARKWAY, LLC

ARE-19 FIRSTFIELD ROAD, LLC

ARE-10150 OLD COLUMBIA, LLC

ARE-170 WILLIAMS DRIVE, LLC

ARE-3005 FIRST AVENUE, LLC

ARE-15020 SHADY GROVE, LLC

ARE-5 TRIANGLE DRIVE, LLC

ARE-50 WEST WATKINS MILL, LLC

ARE-100 PHILLIPS PARKWAY, LLC

ARE-279 PRINCETON ROAD, LLC

ARE-2001 ALICEANNA STREET, LLC

ARE-3770 TANSY STREET, LLC

ARE-10505 ROSELLE STREET, LLC

ARE-9363/9373/9393 TOWNE CENTRE, LLC

ARE-2425/2400/2450 GARCIA BAYSHORE, LLC

ARE-108 ALEXANDER ROAD, LLC

ARE-480 ARSENAL STREET, LLC

ARE-500 ARSENAL STREET, LLC

ARE-7030 KIT CREEK, LLC

ARE-6146 NANCY RIDGE, LLC

ARE-29 HARTWELL AVENUE, LLC

ARE-901/951 GATEWAY BOULEVARD LLC

ARE-770/784/790 MEMORIAL DRIVE, LLC

ARE-1201/1208 EASTLAKE AVENUE, LLC

ARE-1208 EASTLAKE AVENUE, LLC



By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
their sole member



By:ARE-QRS Corp., a Maryland corporation,

general partner

By:/s/ Peter J. Nelson

Peter J. Nelson, CFO


ARE-129/153/161 HILL STREET, LLC



By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
its managing member


By:ARE-QRS Corp., a Maryland corporation,

general partner



By:/s/ Peter J. Nelson

Peter J. Nelson, CFO


ARE-5 RESEARCH PLACE, LLC, a Maryland limited liability company


By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
its managing member



By:ARE-QRS Corp., a Maryland corporation,

general partner

By:/s/ Peter J. Nelson

Peter J. Nelson, CFO



ARE-79/96 CHARLESTOWN NAVY YARD, LLC

ARE-280 POND STREET, LLC

ARE-60 WESTVIEW, LLC

ARE-381 PLANTATION STREET, LLC

By:AREE-Holdings, L.P., a Delaware limited

 partnership, managing member


By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner

By:/s/ Peter J. Nelson

Peter J. Nelson, CFO



ARE-5100/5110 CAMPUS DRIVE, L.P.

ARE-702 ELECTRONIC DRIVE, L.P.

By:AREE-Holdings, L.P., a Delaware limited

partnership, general partner


By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner

By:/s/ Peter J. Nelson


Peter J. Nelson, CFO



ARE-10933 NORTH TORREY PINES, LLC

ARE-11099 NORTH TORREY PINES, LLC


By:Alexandria Real Estate Equities, Inc., a Maryland corporation, their
sole member


By:/s/ Peter J. Nelson

Peter J. Nelson, CFO















Address for all the foregoing:

Alexandria Real Estate Equities, Inc.

135 N. Los Robles Avenue, Suite 250

Pasadena, California 91101

Attn: Mr. Joel S. Marcus, Chief Executive Officer

Telephone:(626) 578-0777

Telecopier:(626) 578-0770


FLEET NATIONAL BANK, individually and as Administrative Agent

By:/s/ Daniel P. Stegmoeller

Daniel P. Stegemoeller

Director











Address:

FLEET NATIONAL BANK

100 Federal Street

Boston, Massachusetts 02110

Attn: Real Estate Division


with a copy to:


FLEET NATIONAL BANK

115 Perimeter Center Place, N.E., Suite 500

Atlanta, Georgia 30346

Attn: Mr. Dan Stegemoeller, Director

Telephone:(770) 390-6547

Telecopier:(770) 390-8434


BANK ONE, NATIONAL ASSOCIATION

By:/s/ Angela L. Kleiman

Angela L. Kleiman

Director











Address:

Bank One, National Association

1 Bank One Plaza

Suite 111-0315

Chicago, IL 60670

Attn: Ms. Angela L. Kleiman


COMMERZBANK AG, NEW YORK

AND GRAND CAYMAN BRANCHES

By:/s/ David M. Schwarz

David M. Schwarz

Senior Vice President


By:/s/ R. William Knickerbocker

David M. Schwarz

Vice President












Address:

Commerzbank AG, New York and

Grand Cayman Branches

2 World Financial Center

New York, NY 10281

Attn: Mr. David Schwarz

SOCIETE GENERALE

By:/s/ Scott Gosslee

Scott Gosslee

Director











Address:

Societe Generale

2001 Ross Avenue

Suite 4900

Dallas, Texas 75201

Attn: Mr. Scott Gosslee


 
JPMORGAN CHASE BANK

By:/s/ Susan M. Tate

Susan M. Tate

Vice President











Address:

JP Morgan Chase Bank

707 Travis Street

6th Floor North

Houston, Texas 75201

Attn: Ms. Susan Tate



 
KEYBANK NATIONAL ASSOCIATION

By:/s/ Cheryl F. Van Klompenberg

Cheryl F. Van Klompenberg

Assistant Vice President











Address:

KeyBank National Association

1675 Broadway 

Suite 400

Denver, Colorado 80202

Attn: Mr. Scott Childs