2003 10-K EXHIBIT 10.15



Exhibit 10.15



FOURTH AMENDED AND RESTATED

REVOLVING 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 JP MORGAN SECURITIES, INC., as Co-
Lead Arrangers,



JP MORGAN SECURITIES, INC. and SOCIETÉ GENERALE, as Co-Syndication
Agents,



COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

 and KEYBANK NATIONAL ASSOCIATION, 

as Co-Documentation Agents



and



EUROHYPO AG, NEW YORK BRANCH, 

as Senior Managing Agent

TABLE OF CONTENTS

Page

	
ARTICLE 1
	
DEFINITIONS AND ACCOUNTING TERMS
	
2

	
1.1
	
Defined Terms
	
2

	
1.2
	
Use of Defined Terms
	
26

	
1.3
	
Accounting Terms
	
26

	
1.4
	
Rounding
	
26

	
1.5
	
Exhibits and Schedules
	
26

	
1.6
	
References to "Borrowers and their Subsidiaries"
	
26

	
1.7
	
Miscellaneous Terms
	
26

	
ARTICLE 2
	
LOANS
	
26

	
2.1
	
Committed Loans-General
	
26

	
2.2
	
Alternate Base Rate Loans
	
28

	
2.3
	
LIBOR Rate Loans
	
28

	
2.4
	
[Intentionally Omitted]
	
28

	
2.5
	
Swing Loan Commitments
	
28

	
2.6
	
Letters of Credit
	
31

	
2.7
	
Voluntary Reduction of Commitments
	
33

	
2.8
	
[Intentionally Omitted]
	
34

	
2.9
	
Administrative  Agent's Right to Assume Funds Available for Advances
	
34

	
2.10
	
Extension of Maturity Date
	
34

	
2.11
	
Unencumbered Asset Pool
	
35

	
2.12
	
Representative of Borrowers
	
35

	
2.13
	
[Intentionally Omitted]
	
35

	
ARTICLE 3
	
PAYMENTS AND FEES
	
35

	
3.1
	
Principal and Interest
	
35

	
3.2
	
Amendment  Fee
	
38

	
3.3
	
[Intentionally Omitted]
	
38

	
3.4
	
Commitment Fee
	
38

	
3.5
	
Agency Fee
	
38

	
3.6
	
Extension Fees
	
38

	
3.7
	
Increased Commitment Costs
	
38

	
3.8
	
LIBOR Costs and Related Matters
	
39

	
3.9
	
Late Payments
	
42

	
3.10
	
Computation of Interest and Fees
	
42

	
3.11
	
Non-Banking Days
	
42

	
3.12
	
Manner and Treatment of Payments
	
42

	
3.13
	
Funding Sources
	
43

	
3.14
	
Failure to Charge Not Subsequent Waiver
	
43

	
3.15
	
Administrative  Agent's Right to Assume Payments Will be Made by
Borrowers
	
44

	
3.16
	
Fee Determination Detail
	
44

	
3.17
	
Survivability
	
44

	
ARTICLE 4
	
REPRESENTATIONS AND WARRANTIES
	
44

	
4.1
	
Existence and Qualification; Power; Compliance With Laws
	
44

	
4.2
	
Authority; Compliance With Other Agreements and Instruments and Government
Regulations
	
45

	
4.3
	
No Governmental Approvals Required
	
45

	
4.4
	
Subsidiaries
	
45

	
4.5
	
Financial Statements
	
46

	
4.6
	
No Other Liabilities; No Material Adverse Changes
	
46

	
4.7
	
Title to Property
	
46

	
4.8
	
Intangible Assets
	
46

	
4.9
	
Public Utility Holding Company Act
	
46

	
4.10
	
Litigation
	
46

	
4.11
	
Binding Obligations
	
47

	
4.12
	
No Default
	
47

	
4.13
	
ERISA
	
47

	
4.14
	
Regulations T, U and X; Investment Company Act
	
47

	
4.15
	
Disclosure
	
47

	
4.16
	
Tax Liability
	
48

	
4.17
	
Hazardous Materials
	
48

	
4.18
	
Initial Pool Properties
	
48

	
4.19
	
Property
	
48

	
4.20
	
Brokers
	
49

	
4.21
	
Other Debt
	
49

	
4.22
	
Solvency
	
49

	
4.23
	
No Fraudulent Intent
	
49

	
4.24
	
Transaction in Best Interests of Borrowers; Consideration
	
49

	
4.25
	
No Bankruptcy Filing
	
50

	
4.26
	
Tax Shelter Representation
	
50

	
ARTICLE 5
	
AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING
REQUIREMENTS)
	
50

	
5.1
	
Payment of Taxes and Other Potential Liens
	
50

	
5.2
	
Preservation of Existence
	
50

	
5.3
	
Maintenance of Real Properties
	
50

	
5.4
	
Maintenance of Insurance
	
51

	
5.5
	
Compliance With Laws
	
51

	
5.6
	
[Intentionally Omitted]
	
51

	
5.7
	
Keeping of Records and Books of Account
	
51

	
5.8
	
Compliance With Agreements
	
51

	
5.9
	
Use of Proceeds
	
51

	
5.10
	
Hazardous Materials Laws
	
51

	
5.11
	
Unencumbered Asset Pool
	
52

	
5.12
	
REIT Status
	
52

	
5.13
	
Additional Borrowers
	
52

	
5.14
	
Inspection of Properties and Books
	
52

	
5.15
	
More Restrictive Agreements
	
52

	
5.16
	
Distributions of Income to the Borrowers
	
53

	
5.17
	
Unencumbered Asset Pool
	
53

	
ARTICLE 6
	
NEGATIVE COVENANTS
	
54

	
6.1
	
Mergers
	
54

	
6.2
	
ERISA
	
54

	
6.3
	
Change in Nature of Business
	
54

	
6.4
	
Transactions with Affiliates
	
54

	
6.5
	
Leverage Ratio
	
55

	
6.6
	
Debt Service Coverage
	
55

	
6.7
	
Fixed Charge Coverage
	
55

	
6.8
	
Distributions
	
55

	
6.9
	
Stockholders' Equity
	
55

	
6.10
	
[Intentionally Omitted]
	
55

	
6.11
	
Secured Debt
	
55

	
6.12
	
Recourse Debt
	
55

	
6.13
	
[Intentionally Omitted]
	
55

	
6.14
	
Negative Pledges
	
55

	
6.15
	
[Intentionally Omitted]
	
56

	
6.16
	
Limiting Agreements
	
56

	
6.17
	
[Intentionally Omitted]
	
56

	
6.18
	
Restrictions on Transfer
	
56

	
6.19
	
Permitted Assets
	
57

	
6.20
	
Equity Forwards
	
57

	
ARTICLE 7
	
INFORMATION AND REPORTING REQUIREMENTS
	
57

	
7.1
	
Financial and Business Information
	
57

	
7.2
	
Compliance Certificates
	
61

	
ARTICLE 8
	
CONDITIONS
	
61

	
8.1
	
Initial Advances
	
61

	
8.2
	
Any Advance
	
63

	
ARTICLE 9
	
EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
	
63

	
9.1
	
Events of Default
	
63

	
9.2
	
Remedies Upon Event of Default
	
66

	
ARTICLE 10
	
THE ADMINISTRATIVE  AGENT
	
68

	
10.1
	
Appointment and Authorization
	
68

	
10.2
	
Administrative  Agent and Affiliates
	
68

	
10.3
	
Proportionate Interest in any Collateral
	
68

	
10.4
	
Banks' Credit Decisions
	
69

	
10.5
	
Action by Administrative  Agent
	
69

	
10.6
	
Liability of Administrative  Agent
	
70

	
10.7
	
Indemnification
	
71

	
10.8
	
Successor Administrative  Agent
	
71

	
10.9
	
No Obligations of Borrowers
	
72

	
10.10
	
Co-Agents
	
72

	
ARTICLE 11
	
MISCELLANEOUS
	
72

	
11.1
	
Cumulative Remedies; No Waiver
	
72

	
11.2
	
[Intentionally Omitted]
	
72

	
11.3
	
Costs, Expenses and Taxes
	
72

	
11.4
	
Nature of Banks' Obligations
	
73

	
11.5
	
Survival of Representations and Warranties
	
74

	
11.6
	
Notices
	
74

	
11.7
	
Execution of Loan Documents
	
74

	
11.8
	
Binding Effect; Assignment
	
74

	
11.9
	
Right of Setoff
	
76

	
11.10
	
Sharing of Setoffs
	
77

	
11.11
	
Indemnity by Borrowers
	
77

	
11.12
	
Nonliability of the Banks
	
78

	
11.13
	
No Third Parties Benefited
	
79

	
11.14
	
Confidentiality
	
80

	
11.15
	
Further Assurances
	
82

	
11.16
	
Integration
	
82

	
11.17
	
Governing Law
	
83

	
11.18
	
Severability of Provisions
	
83

	
11.19
	
Headings
	
83

	
11.20
	
Time of the Essence
	
83

	
11.21
	
Foreign Banks and Participants
	
83

	
11.22
	
Hazardous Material Indemnity
	
84

	
11.23
	
Joint and Several
	
84

	
11.24
	
Removal of a Bank
	
85

	
11.25
	
WAIVER OF RIGHT TO TRIAL BY JURY
	
85

	
11.26
	
Purported Oral Amendments
	
85

	
11.27
	
Replacement of Notes
	
85

	
ARTICLE 12
	
AMENDMENTS; CONSENTS
	
85

	
12.1
	
Amendments; Consents
	
85






Exhibits

A-Commitments Assignment and Acceptance


B-[Intentionally Omitted]

C-[Intentionally Omitted]

D-[Intentionally Omitted]


E-Compliance Certificate

F-Joinder Agreement

G-Line Note

H-Reserved

I-1-[Intentionally Omitted]

I-2-[Intentionally Omitted]

J-Pricing Certificate

K-Request for Loan

L-Joint Borrower Provisions


M-Swing Loan Note

N-Letter of Credit Request


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


FOURTH AMENDED AND RESTATED

REVOLVING LOAN AGREEMENT

Dated as of November 3, 2003


This FOURTH AMENDED AND RESTATED REVOLVING 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 JP
Morgan Securities, Inc., as Co-Lead Arrangers, JP Morgan Securities, Inc. and
Societé Generale, as Co-Syndication Agents, Commerzbank AG, New York and
Grand Cayman Branches, and KeyBank National Association, as Co-Documentation
Agents, and Eurohypo AG, New York Branch, as Senior Managing Agent.

RECITALS

WHEREAS, Parent, QRS, ARE, Bank of America National Trust
and Savings Association, individually and as managing agent, and certain other
banks entered into that certain Revolving Loan Agreement dated as of
June 2, 1997 (the "Original Credit Agreement"); and

WHEREAS, Bank of America National Trust and Savings
Association assigned its position as managing agent to BankBoston, N.A. the
predecessor in interest to the Administrative  Agent; and

WHEREAS, the Borrowers, BankBoston, N.A. and certain other
banks entered into that certain First Amended and Restated Revolving Loan
Agreement dated as of August 4, 1998, which amended and restated the Original
Credit Agreement in its entirety (the "First Amended Credit Agreement"); and

WHEREAS, the Borrowers, BankBoston, N.A. and the other banks
a party to the First Amended Credit Agreement entered into that certain First
Amendment to First Amended and Restated Revolving Loan Agreement dated as of
October 21, 1998 (the "First Amendment"); and

WHEREAS, the Borrowers, BankBoston, N.A. and certain other
banks entered into that certain Second Amended and Restated Revolving Loan
Agreement dated as of February 11, 2000 (the "Second Amended Credit Agreement"),
which amended and restated the First Amended Credit Agreement in its entirety;
and

WHEREAS, the Borrowers, Fleet National Bank, successor in
interest to BankBoston, N.A., and certain other banks entered into that certain
Third Amended and Restated Revolving Loan Agreement dated July 11, 2002, as
amended by First Amendment to Third Amended and Restated Revolving Loan
Agreement dated June 27, 2003 (as amended, the "Third Amended Credit
Agreement"), which amended and restated the Second Amended Credit Agreement in
its entirety; and 

WHEREAS, Borrowers have requested that the Banks amend
certain provisions of the Third Amended Credit Agreement; and

WHEREAS, Administrative  Agent, Borrowers and the Banks
desire to amend and restate the Third Amended Credit Agreement in its
entirety;

NOW, THEREFORE, in consideration of the recitals herein and
the mutual covenants contained herein, the parties hereto hereby amend and
restate the Third Amended Credit Agreement in its entirety 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 Requests for Loans,
Letter of Credit 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.

"Advance" means any advance made or to be made by any
Bank to Borrowers as provided in Article 2, and includes each
Alternate Base Rate Advance and LIBOR Rate Advance.

"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 Fourth Amended and Restated
Revolving 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 Advance" means an Advance made
hereunder and specified to be an Alternate Base Rate Advance in accordance with
Article 2.

"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 is 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.

"Borrowing Base" means, as of any date of
determination, the lesser of (a) the maximum amount which,
when added to the total outstanding balance of all unsecured Indebtedness of
Parent and its Subsidiaries (including the Loans), would not exceed fifty-five
percent (55%) of the aggregate Asset Value of the Unencumbered Asset Pool as of
such date, and (b) the maximum amount which, when added to the total outstanding
balance of all unsecured Indebtedness of Parent and its Subsidiaries (including
the Loans), would not cause the "Test Debt Service Coverage Amount" (as
hereinafter defined) for the Unencumbered Asset Pool to be less than two (2).
"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 Loans and any requested Loans)
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.  

"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.

"Commitments" means the Line Commitment.

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

"Committed Advance" means an Advance made to Borrowers
by any Bank in accordance with its Pro Rata Share of the Commitments pursuant to
Section 2.1.

"Committed Loans" means Loans that are comprised of
Committed Advances.

"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.

"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).

"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.

"Interest Period" means, with respect to any LIBOR
Rate Loan, the related LIBOR Period.

"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 J.P.
Morgan Securities, Inc. as Co-Lead Arrangers.

"Letter of Credit" means a standby letter of credit
which is payable upon presentation of a sight draft and other documents, as
originally issued pursuant to this Agreement or as amended, modified, extended,
renewed or supplemented thereafter.

"Letter of Credit Exposure" means, at any time, the
sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all unreimbursed drawings
under Letters of Credit at such time.

"Letter of Credit Request" means the request described
in Section 2.6.

"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 date specified by Borrowers pursuant to
Section 2.1(c) 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 in the applicable Request for Loan; 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 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 Interest 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 Interest
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 Interest 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 Interest
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 Interest 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 Interest 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 Interest 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 Interest 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 Advance" means an Advance made hereunder
and specified to be a LIBOR Rate Advance in accordance with
Article 2.

"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.

"Line Commitment" means, subject to
Section 2.7, $440,000,000.  The respective Pro Rata Shares of the
Banks with respect to the Line Commitment are set forth in
Schedule 1.1.

"Line Loan" means any Loan made under the
Line Commitment.

"Line Note" means any of the promissory notes
made by Borrowers to a Bank evidencing Advances under that Bank's Pro Rata Share
of the Line 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.  By delivery
of the Line Notes, there shall not be deemed to have occurred, and there has not
otherwise occurred, any payment, satisfaction or novation of the indebtedness
evidenced by the "Notes" as defined in the Third Amended Credit Agreement, which
indebtedness is instead allocated among the Banks as of the date hereof and
evidenced by the Line Notes in accordance with their respective Pro Rata
Shares.

"Loan" means the aggregate of the Advances made at any
one time by the Banks pursuant to Section 2.1 and the Swing Loans
made pursuant to Section 2.5.

"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 (a) as of any date of
determination if the Commitments are then in effect, Banks having in the
aggregate more than 50% of the Commitments then in effect and (b) as of any date
of determination if the Commitments have then been suspended or terminated and
there is then any Indebtedness evidenced by the Notes, 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, 2006, or if the
Maturity Date has then been extended pursuant to Section 2.10, such
extended Maturity Date.

"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.

"Notes" means the Line Notes and the Swing Loan
Note.

"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 Commitments set forth opposite the name of that Bank on
Schedule 1.1, as such percentage may be increased or decreased
pursuant to a Commitments 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.

"Request for Loan" means a written request for a Loan
substantially in the form of Exhibit K, signed by a Responsible
Official of any of Borrowers, on behalf of Borrowers, and properly completed to
provide all information required to be included therein.

"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 (a) as of any date of
determination if the Commitments are then in effect, Banks having in the
aggregate 67% or more of the Commitments then in effect and (b) as of any
date of determination if the Commitments have then been suspended or terminated
and there is then any Indebtedness evidenced by the Notes, 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.

"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.

"Swing Loans" means the loans described in Section
2.5.

"Swing Loan Bank" means, collectively, Fleet, in its
capacity as Swing Loan Bank and any other Bank who shall agree to make Swing
Loans.

"Swing Loan Commitment" means the sum of
$20,000,000.00, as the same may be changed from time to time in accordance with
the terms of this Agreement.

"Swing Loan Note" means the note described in Section
2.5.

"Term Loan Agreement" means that certain Term 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.

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

"Test Debt Service Coverage Amount" means the amount
described in the definition of "Borrowing Base."

"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 or Advance,
means the designation of whether such Loan or Advance is an Alternate Base Rate
Loan or Advance, or a LIBOR Rate Loan or Advance.

"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
the definition of "Borrowing Base" and Sections 6.5
through 6.15, 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  Committed Loans-
General.



	Subject to the terms and conditions set forth in this
Agreement, at any time and from time to time from the Closing Date through the
Maturity Date, each Bank shall, pro rata according to that Bank's Pro Rata Share
of the then applicable Line Commitment, make Advances to Borrowers under
the Line Commitment in such amounts as Borrowers may request that do not result
in (i) the aggregate principal amount outstanding under the Line Notes
(after giving effect to all amounts requested thereunder) plus the Letter
of Credit Exposure plus the aggregate amount of Swing Loans outstanding
being in excess of the Line Commitment, and (ii) the aggregate principal
amount outstanding under the Notes (after giving effect to all amounts requested
thereunder) plus the Letter of Credit Exposure being in excess of the
lesser of (A) the Line Commitment or (B) the
Borrowing Base; provided that in all events no Default or Event of Default shall
have occurred and be continuing.  Subject to the limitations set forth herein,
Borrowers may borrow, repay and reborrow under the Line Commitment without
premium or penalty.


	[Intentionally Omitted].


	Subject to the next sentence, each Loan shall be made
pursuant to a Request for Loan which shall specify the requested (i) date
of such Loan, (ii) type of Loan, (iii) amount of such Loan, and
(iv) in the case of a LIBOR Rate Loan, the Interest Period for such Loan.
Unless the Administrative  Agent has notified, in its sole and absolute
discretion, Borrowers to the contrary, a Loan may be requested by telephone by a
Responsible Official of Borrowers, in which case Borrowers shall confirm such
request by promptly delivering a Request for Loan in person or by telecopier
conforming to the preceding sentence to the Administrative  Agent.
Administrative  Agent shall incur no liability whatsoever hereunder in acting
upon any telephonic request for Loan purportedly made by a Responsible Official
of Borrowers, and Borrowers hereby agree to indemnify the Administrative  Agent
from any loss, cost, expense or liability as a result of so acting.


	Promptly following receipt of a Request for Loan, the
Administrative  Agent shall notify each Bank by telephone or telecopier (and if
by telephone, promptly confirmed by telecopier) of the date and type of the
Loan, the applicable Interest Period, and that Bank's Pro Rata Share of the
Loan.  Not later than 2:00 p.m., Massachusetts time, on the date specified
for any Loan (which must be a Banking Day), each Bank shall make its Pro Rata
Share of the Loan 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, all Advances shall be
credited on that date in immediately available funds to the Designated Deposit
Account.


	Unless the Requisite Banks otherwise consent, each
Alternate Base Rate Loan shall be not less than $1,000,000, each LIBOR Rate Loan
shall be not less than $2,000,000 and all Loans shall be in an integral multiple
of $100,000.


	The Advances made by each Bank under the Line Commitment
shall be evidenced by that Bank's Line Note.


	A Request for Loan shall be irrevocable upon the
Administrative  Agent's first notification thereof.


	If no Request for Loan (or telephonic request for Loan
referred to in the second sentence of Section 2.1(c), if applicable)
has been made within the requisite notice periods set forth in
Section 2.2 or 2.3 prior to the end of the Interest Period
for any LIBOR Rate Loan, then on the last day of such Interest Period, such
LIBOR Rate Loan shall be automatically converted into an Alternate Base Rate
Loan in the same amount.

2.2  Alternate Base Rate Loans.
Each request by Borrowers for an Alternate Base Rate Loan shall be made pursuant
to a Request for Loan (or telephonic or other request for loan referred to in
the second sentence of Section 2.1(c), if applicable) received by
the Administrative  Agent, at the Administrative  Agent's Office, not later than
2:00 p.m. Massachusetts time, on the date (which must be a Banking Day)
prior to the date of the requested Alternate Base Rate Loan.  All Loans shall
constitute Alternate Base Rate Loans unless properly designated as a LIBOR Rate
Loan pursuant to Section 2.3.


2.3  LIBOR Rate
Loans.



	Each request by Borrowers for a LIBOR Rate Loan shall be
made pursuant to a Request for Loan (or telephonic or other request for Loan
referred to in the second sentence of Section 2.1(c), if applicable)
received by the Administrative  Agent, at the Administrative  Agent's Office,
not later than 2:00 p.m., Massachusetts time, at least three (3) LIBOR
Banking Days before the first day of the applicable LIBOR Period.


	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).


	Unless the Administrative  Agent and the Requisite Banks
otherwise consent, no more than fifteen (15) LIBOR Rate Loans shall be
outstanding at any one time.


	No LIBOR Rate Loan may be requested or continued during
the continuation of a Default or Event of Default.


	Nothing contained herein shall require any Bank to fund
any LIBOR Rate Advance in the London interbank market.

2.4  [Intentionally
Omitted].


2.5  Swing Loan
Commitments.



	Subject to the terms and conditions set forth in this
Agreement, Swing Loan Bank agrees to lend to the Borrowers (the "Swing Loans"),
and the Borrowers may borrow (and repay and reborrow) from time to time between
the Closing Date and the date which is thirty (30) Banking Days prior to the
Maturity Date upon notice by the Borrowers to the Swing Loan Bank given in
accordance with this Section 2.5 such sums as are requested by the
Borrower for the purposes set forth in Section 5.9 that do not result in
(i) an aggregate principal amount at any one time outstanding being in excess of
the Swing Loan Commitment, and (ii) the aggregate principal amount outstanding
under the Notes (after giving effect to all amounts requested thereunder)
plus the Letter of Credit Exposure being in excess of the lesser
of (A) the Line Commitment or (B) the Borrowing Base.  Swing Loans shall
constitute "Loans" for all purposes hereunder, but shall not be considered the
utilization of a Bank's Pro Rata Share of the Commitments.  The funding of a
Swing Loan hereunder shall constitute a representation and warranty by the
Borrowers that all of the conditions set forth in Article 8 have been
satisfied on the date of such funding (other than advance notice
requirements).


	The Swing Loans shall be evidenced by a separate
promissory note of the Borrowers in substantially the form of Exhibit M
hereto (the "Swing Loan Note"), dated the date of this Agreement and completed
with appropriate insertions.  The Swing Loan Note shall be payable to the order
of the Swing Loan Bank in such amount as may be outstanding from time to time
thereunder and shall be payable as set forth below.  The Borrowers irrevocably
authorize the Swing Loan Bank to make or cause to be made, at or about the time
of the date of any Swing Loan or at the time of receipt of any payment of
principal thereof, an appropriate notation on the Swing Loan Bank's record
reflecting the making of such Swing Loan or (as the case may be) the receipt of
such payment.  The outstanding amount of the Swing Loans set forth on the Swing
Loan Bank's record shall be prima facie evidence of the principal
amount thereof owing and unpaid to the Swing Loan Bank, but the failure to
record, or any error in so recording, any such amount on the Swing Loan Bank's
record shall not limit or otherwise affect the obligations of the Borrowers
hereunder or under the Swing Loan Note to make payments of principal of or
interest on any Swing Loan Note when due.


	Each borrowing of a Swing Loan shall be subject to the
limits for Alternate Base Rate Loans and LIBOR Rate Loans set forth in this
Agreement.  The Borrowers shall request a Swing Loan by delivering to the Swing
Loan Bank a Request for Loan no later than 2:00 p.m. (Massachusetts time) on the
requested date specifying the amount of the requested Swing Loan.  Each such
Request for Loan shall be irrevocable and binding on the Borrowers and shall
obligate the Borrowers to accept such Swing Loan on the requested date.
Notwithstanding anything herein to the contrary, a Swing Loan shall either be an
Alternate Base Rate Loan or a LIBOR Rate Loan having an Interest Period of one
month, and in the event that the Borrowers fail to specify whether they have
selected an Alternate Base Rate Loan or a LIBOR Rate Loan, the Borrowers shall
be deemed conclusively to have selected a LIBOR Rate Loan with an Interest
Period of one month.  Notwithstanding the foregoing, upon the date that the
Banks shall be required to fund the Loans pursuant to Section 2.5(d) to
refund such Swing Loan, the interest rate shall be reset to a LIBOR Rate Loan
with an Interest Period as specified in the Request for Loan given by the
Borrowers to the Administrative  Agent in connection with such Swing Loan, or if
no Interest Period is specified, then as an Alternate Base Rate Loan.  The
proceeds of the Swing Loan will be made available by the Swing Loan Bank to the
Borrowers at the Administrative  Agent's Office by crediting the account of the
Borrowers at such office with such proceeds.


	The Swing Loan Bank shall within four (4) Banking Days
after the date a Swing Loan is made, request each Bank, including the Swing Loan
Bank, to make a Loan pursuant to Section 2.1 in an amount equal to such
Bank's Pro Rata Share of the amount of the Swing Loan outstanding on the date
such notice is given.  The Borrowers hereby irrevocably authorize and direct the
Swing Loan Bank to so act on their behalf, and agree that any amount advanced to
the Administrative  Agent for the benefit of the Swing Loan Bank pursuant to
this Section 2.5(d)  shall be considered a Line Loan pursuant to Section
2.1.  Unless any of the events described in Section 9.1(j) shall
have occurred (in which event the procedures of Section 2.5(e) shall
apply), each Bank shall make the proceeds of its Line Loan available to the
Swing Loan Bank for the account of the Swing Loan Bank at the Administrative
Agent's Office prior to 2:00 p.m.  (Boston time) in funds immediately available
no later than the third (3rd) Banking Day after the date such notice is given
just as if the Banks were funding directly to the Borrowers, so that thereafter
such Obligations shall be evidenced by the Line Notes.  The proceeds of such
Line Loan shall be immediately applied to repay the Swing Loans.


	If prior to the making of a Line Loan pursuant to Section
2.5(d) by all of the Banks, one of the events described in Section
9.1(j) shall have occurred, each Bank will, on the date such Line Loan
pursuant to Section 2.5(d) was to have been made, purchase an undivided
participating interest in the Swing Loan in an amount equal to its Pro Rata
Share of such Swing Loan.  Each Bank will immediately transfer to the Swing Loan
Bank in immediately available funds the amount of its participation and upon
receipt thereof the Swing Loan Bank will deliver to such Bank a Swing Loan
participation certificate dated the date of receipt of such funds and in such
amount.


	Whenever at any time after the Swing Loan Bank has
received from any Bank such Bank's participating interest in a  Swing Loan, the
Swing Loan Bank receives any payment on account thereof, the Swing Loan Bank
will distribute to such Bank its participating interest in such amount
(appropriately adjusted in the case of interest payments to reflect the period
of time during which such Bank's participating interest was outstanding and
funded); provided, however, that in the event that such payment
received by the Swing Loan Bank is required to be returned, such Bank will
return to the Swing Loan Bank any portion thereof previously distributed by the
Swing Loan Bank to it.


	Each Bank's obligation to fund a Line Loan as provided in
Section 2.5(d) or to purchase participating interests pursuant to Section
2.5(e) shall be absolute and unconditional and shall not be affected by
any circumstance (except only the failure of the Swing Loan Bank to make the
request described in Section 2.5(d)), including, without limitation,
(i) any setoff, counterclaim, recoupment, defense or other right which such
Bank or the Borrowers may have against the Swing Loan Bank, the Borrowers or
anyone else for any reason whatsoever; (ii) the occurrence or continuance
of a Default or an Event of Default; (iii) any adverse change in the
condition (financial or otherwise) of any of the Borrowers or any of their
respective Subsidiaries; (iv) any breach of this Agreement or any of the
other Loan Documents by any of the Borrowers or any Bank; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.  The provisions of Section 2.9 shall apply to any Bank
which fails or refuses to make a Line Loan or fund its participation as provided
herein.  Each Swing Loan, once so converted, shall cease to be a Swing Loan for
the purposes of this Agreement, but shall be a Line Loan made by each Bank under
its Pro Rata Share of the Commitments.

2.6  Letters of
Credit.



	Subject to the terms and conditions set forth in this
Agreement, at any time and from time to time from the Closing Date through the
day that is thirty (30) Banking Days prior to the Maturity Date, the
Administrative  Agent shall issue such Letters of Credit as the Borrowers may
request, for the purposes provided in Section 5.9, upon the delivery of a
written request in the form of Exhibit N hereto (a "Letter of Credit
Request") to the Administrative  Agent, provided that (i) upon
issuance of such Letter of Credit, the Letter of Credit Exposure shall not
exceed Forty Million and No/100 Dollars ($40,000,000.00), (ii) the aggregate
principal amount outstanding under the Notes (after giving effect to all amounts
requested thereunder) plus the Letter of Credit Exposure shall not exceed
the lesser of (A) the Line Commitment or (B) the Borrowing Base,
(iii) the conditions set forth in Article 8 shall have been
satisfied, and (iv) in no event shall any amount drawn under a Letter of
Credit be available for reinstatement or a subsequent drawing under such Letter
of Credit.  Unless the Administrative  Agent otherwise consents, the term of any
Letter of Credit shall not exceed the lesser of twelve (12) months or a period
of time commencing on the issuance of the Letter of Credit and ending on the
date which is fifteen (15) days prior to the Maturity Date (but in any event the
term shall not extend beyond the Maturity Date), and no Letter of Credit shall
contain an automatic extension or renewal clause.  The amount available to be
drawn under any Letter of Credit shall reduce on a dollar for dollar basis the
amount available to be drawn under the Commitments as a Loan.


	Each Letter of Credit Request shall be submitted to the
Administrative  Agent at least five (5) Banking Days prior to the date upon
which the requested Letter of Credit is to be issued.  Following the receipt of
a Letter of Credit Request, the Administrative  Agent shall promptly notify each
of the Banks of the Letter of Credit Request.  Each such Letter of Credit
Request shall contain (i) a statement as to the purpose for which such
Letter of Credit shall be used (which purpose shall be in accordance with the
terms of Section 5.9), and (ii) a certification by a Responsible
Official of the Borrowers that the Borrowers are and will be in compliance with
all covenants under the Loan Documents after giving effect to the issuance of
such Letter of Credit.  The Borrowers shall further deliver to the
Administrative  Agent such additional applications and documents as the
Administrative  Agent may require, in conformity with the then standard
practices of its letter of credit department in connection with the issuance of
such Letter of Credit; provided that in the event of any conflict, the terms of
this Agreement shall control.


	The Administrative  Agent shall, if it approves of the
content of the Letter of Credit Request (which approval shall not be
unreasonably withheld), and subject to the conditions set forth in this
Agreement, issue the Letter of Credit.  Each Letter of Credit shall be in form
and substance satisfactory to the Administrative  Agent in its sole discretion.
Upon issuance of a Letter of Credit, the Administrative  Agent shall provide
copies of each Letter of Credit to any Bank which requests same.


	Upon the issuance of a Letter of Credit, each Bank shall
be deemed to have purchased a participation therein from Administrative  Agent
in an amount equal to its respective Pro Rata Share of the amount of such Letter
of Credit, provided that no Bank shall be obligated to transfer funds in such
amount to the Administrative  Agent at such time.


	Upon the issuance of each Letter of Credit, the Borrowers
shall pay to the Administrative  Agent (i) for its own account, (A) a set-
up fee in the usual and customary amount charged by the Administrative  Agent's
letter of credit department, and (B) a Letter of Credit Fee calculated at the
rate of one-eighth of one percent (0.125%) per annum on the amount available to
be drawn under such Letter of Credit, and (ii) for the accounts of the
Banks in accordance with their respective percentage shares of participation in
such Letter of Credit, a Letter of Credit fee calculated at the rate of the then
Applicable Margin per annum with respect to LIBOR Rate Loans on the amount
available to be drawn under such Letter of Credit during the period from and
including the issuance date of such Letter of Credit to its expiration or
termination date.  Such fees shall be computed on the basis of a year of 360
days and shall be payable in advance with respect to each Letter of Credit on
the respective date of issuance of each.


	If and to the extent that any amounts are drawn upon any
Letter of Credit, the amounts so drawn shall, from the date of payment thereof
by the Administrative  Agent to either the date of reimbursement thereof by the
Borrowers or repayment through a Line Loan as hereinafter provided, bear
interest at the Alternate Base Rate.  Upon the receipt by the Administrative
Agent of any draw or other presentation for payment of a Letter of Credit and
the payment by the Administrative  Agent of any amount under a Letter of Credit
which is not reimbursed by the Borrowers within twenty-four (24) hours of
receipt of notice from the Administrative  Agent of such draw, the
Administrative  Agent shall, without further notice to or the consent of the
Borrowers, direct the Banks to fund to the Administrative  Agent in accordance
with Section 2.9 on or before 2:00 p.m. (Boston time) on the next Banking
Day following the Borrowers' failure to reimburse the Administrative  Agent,
their respective Pro Rata Shares of the amount so paid by the Administrative
Agent as a Line Loan.  The proceeds of such funding shall be paid to the
Administrative  Agent to reimburse the Administrative  Agent for the payment
made by it under the Letter of Credit and shall thereafter be evidenced by the
Line Notes.  The provisions of Section 2.9 shall apply to any Bank or
Banks failing or refusing to fund its Pro Rata Share of any such draw.  The
Banks shall be required to make such Line Loans regardless of whether all of the
conditions to disbursement set forth in Article 8 have been
satisfied.


	If after the issuance of a Letter of Credit pursuant to
Section 2.6(c) by the Administrative  Agent, but prior to the funding of
any portion thereof by Administrative  Agent, one of the events described in
Section 9.1(j) shall have occurred, each Bank will on the date such
Line Loan pursuant to Section 2.6(f) was to have been made transfer to
the Administrative  Agent in immediately available funds the amount of its
participation in such Letter of Credit described in Section 2.6(d) above,
and upon receipt thereof the Administrative  Agent will deliver to such Bank a
Letter of Credit participation certificate dated the date of receipt of such
funds and in such amount.  The provisions of Section 2.9 shall apply to
any Bank which fails or refuses to fund its participation as provided herein.
Whenever at any time after the Administrative  Agent has received from any Bank
such Bank's payment of funds for its participation in such Letter of Credit,
such Letter of Credit expires pursuant to its terms or is otherwise surrendered
by the holder thereof, the Administrative  Agent will distribute to each Bank
its participating interest in the undrawn amount thereof.


	Whenever at any time after the Administrative  Agent has
received from any Bank such Bank's payment of funds for its participating
interest under a Letter of Credit, the Administrative  Agent receives any
payment on account thereof, the Administrative  Agent will distribute to such
Bank its participating interest in such amount (appropriately adjusted in the
case of interest payments to reflect the period of time during which such Bank's
participating interest was outstanding and funded); provided,
however, that in the event that such payment received by the
Administrative  Agent is required to be returned, such Bank will return to the
Administrative  Agent any portion thereof previously distributed by the
Administrative  Agent to it.


	[Intentionally Omitted].


	The issuance of any supplement, modification, amendment,
renewal or extension to or of any Letter of Credit shall be treated in all
respects the same as the issuance of a new Letter of Credit.


	The obligations of the Borrowers to the Banks and the
Administrative  Agent to reimburse drawings under Letters of Credit under this
Agreement shall be absolute, unconditional and irrevocable, and shall be paid
and performed strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever and irrespective of any setoff, counterclaim or defense
to payment which Borrowers may have or have had against Administrative  Agent or
any of the Banks (except such as may arise out of Administrative  Agent's or any
Bank's gross negligence or willful misconduct), including, without limitation,
any setoff, counterclaim or defense based upon or arising out of the following
circumstances:  (i) any improper use which may be made of any Letter of
Credit or any improper acts or omissions of any beneficiary or transferee of any
Letter of Credit in connection therewith; (ii) the existence of any claim,
set-off, defense or any right which the Borrowers may have at any time against
any beneficiary or any transferee of any Letter of Credit (or persons or
entities for whom any such beneficiary or any such transferee may be acting) or
the Banks (other than the defense of payment to the Banks in accordance with the
terms of this Agreement) or any other person, whether in connection with any
Letter of Credit, this Agreement, any other Loan Document, or any unrelated
transaction; (iii) any statement or any other documents presented under any
Letter of Credit proving to be insufficient, forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect
whatsoever; (iv) any breach of any agreement between any Borrower and any
beneficiary or transferee of any Letter of Credit; (v) any irregularity in
the transaction with respect to which any Letter of Credit is issued, including
any fraud by the beneficiary or any transferee of such Letter of Credit; and
(vi) payment by the Administrative  Agent under any Letter of Credit
against presentation of a sight draft or a certificate which does not comply
with the terms of such Letter of Credit, provided that such payment shall not
have constituted gross negligence or willful misconduct on the part of the
Administrative  Agent.

2.7  Voluntary Reduction of
Commitments.  Borrowers shall have the right, at any time and from time to
time, without penalty or charge, upon at least three (3) Banking Days'
prior written notice by a Responsible Official of Borrowers to the
Administrative  Agent, voluntarily to reduce, permanently and irrevocably, in
aggregate principal amounts in an integral multiples of $1,000,000 but not less
than $5,000,000, or to terminate, all or a portion of the then undisbursed
portion of the Commitments; provided that in no event shall the Commitments be
reduced to an amount less than $175,000,000.00.  The Administrative  Agent shall
promptly notify the Banks of any reduction or termination of the Commitments
under this Section.  Any reduction of the Commitments shall be allocated pro
rata among the Banks.


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 Borrower 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 Borrower, 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  Extension of Maturity Date.
The Borrowers shall have the one-time right and option to extend the Maturity
Date to November 3, 2007 upon satisfaction of the following conditions
precedent, which must be satisfied prior to the effectiveness of such extension
of the Maturity Date:




	Extension Request.  The Borrowers shall deliver
written notice of such request (the "Extension Request") to Administrative
Agent not later than the date which is ninety (90) days prior to the Maturity
Date.


	Payment of Extension Fee.  The Borrower shall pay
to Administrative  Agent the extension fee pursuant to Section
3.6.


	No Default.  On the date the Extension Request is
given and on the Maturity Date (as determined without regard to such extension)
there shall exist no Default or Event of Default.


	Representations and Warranties.  On the date of
such Extension Request the Borrowers shall deliver to Administrative  Agent a
Certificate of a Responsible Official signed by a Senior Officer on behalf of
Borrowers stating that the representations and warranties contained in
Article 4 (other than (i) representations and warranties
which expressly speak as of a particular date or are no longer true and correct
as a result of a change which is not in violation of this Agreement and (ii) as
otherwise disclosed by Borrowers and approved in writing by the Requisite Banks)
will be true and correct in all material respects, both immediately before and
after giving effect to the Extension Request, as though such representations and
warranties were made on and as of that date. 

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
setting forth the revised Borrowing Base as of the most recently-ended Fiscal
Quarter resulting from 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 Requests for Loans, Letter
of Credit 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 Advance from the date thereof 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 as follows:



	the amount, if any, by which the principal Indebtedness
evidenced by the Line Notes (after giving effect to all amounts requested
thereunder) plus the Letter of Credit Exposure plus the aggregate
amount of Swing Loans outstanding, at any time exceeds the then applicable
Line Commitment shall be payable immediately;


	[Intentionally Omitted];


	the amount, if any, by which the principal Indebtedness
evidenced by the Notes (after giving effect to all amounts requested thereunder)
plus the Letter of Credit Exposure plus the aggregate amount of
Swing Loans outstanding, at any time exceeds the Borrowing Base shall be payable
immediately; and


	[Intentionally Omitted];


	the principal Indebtedness evidenced by the Notes shall
in any event 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 Interest
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.  Notwithstanding the foregoing, no prior notice shall be required for the
prepayment of any Swing 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 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.  In
the event any amounts are deposited pursuant to this paragraph, the Borrowers
may upon the approval of the Administrative  Agent obtain a release of amounts
from such collateral account for such purposes as proceeds of the Loans may be
used hereunder provided that the Borrowers would otherwise be entitled to an
Advance under this Agreement.  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 passu with the
loans evidenced by the Term 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 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.  In the event any amounts
are deposited pursuant to this paragraph, the Borrowers may upon the approval of
the Administrative  Agent obtain a release of amounts from such collateral
account for such purposes as proceeds of the Loans may be used hereunder
provided that the Borrowers would otherwise be entitled to an Advance under this
Agreement.  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.

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


3.3  [Intentionally
Omitted].


3.4  Commitment Fee.  From the
Closing Date through the Maturity Date, Borrowers shall pay to the
Administrative  Agent, for the ratable accounts of the Banks pro rata according
to their Pro Rata Share of the Commitments, a commitment fee equal to one fifth
of one percent (0.20%) on the average daily amount by which the
Line Commitment exceeds the aggregate daily principal Indebtedness
evidenced by the Line Notes and the aggregate amount of outstanding Letters
of Credit.  The commitment fee shall be payable quarterly in arrears on each
Quarterly Payment Date, on any earlier date on which the Line Commitment shall
be reduced or shall terminate as provided in Section 2.7, and on the
Maturity Date.


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  Extension Fees.  Borrowers
shall pay to the Administrative  Agent for the account of the Banks an extension
fee concurrently with the extension of the Maturity Date pursuant to Section
2.10 equal to one fourth of one percent (0.25%) of the
Commitments.


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 Advance, any of
its Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR Rate
Advances, or shall change the basis of taxation of payments to any Bank
attributable to the principal of or interest on any LIBOR Rate Advance or any
other amounts due under this Agreement in respect of any LIBOR Rate Advance, any
of its Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR Rate
Advances (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
Advance, any of its Notes evidencing LIBOR Rate Loans, its obligation to make
LIBOR Rate Advances 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 Advance or in respect of any LIBOR Rate
Advance, any of its Notes evidencing LIBOR Rate Loans or its obligation to make
LIBOR Rate Advances or reduces the amount of any sum received or receivable by
such Bank or its LIBOR Lending Office with respect to any LIBOR Rate Advance,
any of its Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR
Rate Advances (assuming such Bank's LIBOR Lending Office had funded 100% of its
LIBOR Rate Advance 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
Advance 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 Advances 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 Advances, together with accrued interest thereon,
automatically shall be converted to Alternate Base Rate Advances on either
(1) the last day of the LIBOR Period(s) applicable to such LIBOR Rate
Advances if such Bank may lawfully continue to maintain and fund such LIBOR Rate
Advances to such day(s) or (2) immediately if such Bank may not lawfully
continue to fund and maintain such LIBOR Rate Advances 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
Advance for the same period of time, and such amount shall be treated in all
respects as an Alternate Base Rate Advance.  Any Bank whose obligation to make
LIBOR Rate Advances 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 Advances;

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 future LIBOR Rate Advances
shall be suspended.


	Upon payment or prepayment of any LIBOR Rate Advance
(other than as the result of a conversion required under
Section 3.8(c) or as provided in the last sentence of each of
Section 3.1(h) and 3.1(i) or as the result of a conversion of a
Swing Loan to a Line Loan as provided in Section 2.5(d)) on a day other
than the last day in the applicable LIBOR Period (whether voluntarily,
involuntarily, by reason of acceleration, or otherwise), or upon the failure of
Borrowers (for a reason other than the breach by a Bank of its obligation
pursuant to Section 2.1(a) to make an Advance) to borrow on the date
or in the amount specified for a LIBOR Rate Loan in any Request for 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 such LIBOR Rate Advances 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 borrowed at the LIBOR Rate plus the Applicable Margin if
that amount had remained or been outstanding through the last day of the
applicable Interest 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 Interest 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 Interest 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
borrow.

Each Bank's determination of the amount of any prepayment 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 the outstanding Advances made by each Bank
comprising such Loan.


	Each Bank shall use its best efforts to keep a record (in
writing or by an electronic data entry system) of Advances 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 or Advance 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 or Advance 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
Commitments are 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, the Letters of Credit 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 and/or Letters of Credit 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 Advance remains unpaid, or any Letter of
Credit remains outstanding, or any other Obligation remains unpaid, or any
portion of the Commitments 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 the Closing Date 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 and issuances of Letters of Credit for working capital and
general corporate purposes of Borrowers, including the acquisition and/or
improvement of Revenue-Producing Properties and land, 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 the definition of the term Borrowing
Base, Sections 5.17, 6.1, 6.5 through 6.13,
inclusive, or 6.15 (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 the definition of the term
Borrowing Base, Sections 5.17, 6.1, 6.5 through
6.13, inclusive, or 6.15 (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.  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 Advance remains unpaid, or any Letter of
Credit remains outstanding, or any other Obligation remains unpaid, or any
portion of the Commitments 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 Term Loan
Agreement) 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 Term Loan Agreement the Borrowers are required to
maintain 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 Term 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.


ARTICLE 7



INFORMATION AND REPORTING REQUIREMENTS


7.1  Financial and Business
Information.  So long as any Advance remains unpaid, or any Letter of Credit
remains outstanding, or any other Obligation remains unpaid, or any portion of
the Commitments 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/or
the Letters of Credit 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.

7.2  Compliance Certificates.
So long as any Advance remains unpaid, or any other Obligation remains unpaid or
unperformed, or any portion of the Commitments 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  Initial Advances.  The
obligation of each Bank to make the initial Advance to be made by it or of the
Administrative  Agent to issue the initial Letters of Credit is subject to the
following conditions precedent, each of which shall be satisfied prior to the
making of the initial Advances (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;


	Line Notes executed by Borrowers in favor of each Bank,
each in a principal amount equal to that Bank's Pro Rata Share of the Line
Commitment;


	Swing Loan Note executed by Borrowers in favor of the
Swing Loan Bank in the principal amount of $20,000,000;


	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 amendment 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 initial Advance 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.


	The Obligations owed by Borrower under the Third Amended
Credit Agreement to any Bank (as defined in the Third Amended Credit Agreement)
which is not a party to this Agreement have been paid in full.


	The Administrative Agent shall have received
evidence reasonably satisfactory to Administrative Agent that the transactions
contemplated in the Term Loan Agreement have closed.

 
	Administrative Agent shall have received payment of
all accrued interest due under the Third Amended Credit Agreement through the
date of this Agreement for the ratable benefit of the lending institutions a
party to the Third Amended Credit Agreement.

8.2  Any Advance.  The
obligation of each Bank to make any Advance or of the Swing Loan Bank to make a
Swing Loan or of the Administrative  Agent to issue a Letter of Credit is
subject to the following conditions precedent (unless the Requisite Banks, in
their sole and absolute discretion, shall agree otherwise):



	except (i) for representations and warranties
which expressly speak as of a particular date or are no longer true and correct
as a result of a change which is permitted by this Agreement or (ii) as
disclosed by Borrowers and approved in writing by the Requisite Banks, the
representations and warranties contained in Article 4 shall be true
and correct in all material respects on and as of the date of the Advance as
though made on that date;


	other than matters described in Schedule 4.10
or not required as of the Closing Date to be therein described, there shall not
be then pending or threatened any action, suit, proceeding or investigation
against or affecting Parent or any of its Subsidiaries or any Property of any of
them before any Governmental Agency that constitutes a Material Adverse
Effect;


	the Administrative  Agent shall have timely received a
Request for Loan or Letter of Credit Request in compliance with
Article 2 (or telephonic or other request for Loan referred to in
the second sentence of Section 2.1(c), if applicable), in compliance
with Article 2;


	no Default or Event of Default shall have occurred and be
continuing;


	the Administrative  Agent shall have received a current
calculation of the Borrowing Base with such supporting information as the
Administrative  Agent may require adjusted in the best good faith estimate of
the Borrowers to the date of such certification; and


	the Administrative  Agent shall have received, in form
and substance satisfactory to the Administrative  Agent, such other assurances,
certificates, documents or consents related to the foregoing as the
Administrative  Agent or Requisite Banks reasonably may require.

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 (other than amounts due under
Section 3.1(e)(iii) which failure is subject to Section 9.1(b) below); or



	Borrowers fail to pay any amounts due under Section
3.1(e)(iii), 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; 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 Term Loan
Agreement) under the Term Loan Agreement. 

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 Commitments to make Advances and Swing Loans and to
issue Letters of Credit 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 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 Commitments and such other obligations and rights and make further
Advances and Swing Loans and to issue Letters of Credit, 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 Commitments
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 Commitments to make Advances and Swing Loans and to
issue Letters of Credit 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 Commitments and such
other obligations and rights and make further Advances and Swing Loans and to
issue Letters of Credit, 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, then to the repayment of
Swing Loans, 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 interest and
principal (in that order) due on Swing Loans, third, 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
fourth, 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.


	Upon the occurrence, and during the continuance, of any
Event of Default, the Borrowers shall at such time deposit in a cash collateral
account opened by the Administrative  Agent an amount equal to the Letter of
Credit Exposure at such time.  Each Borrower hereby grants to the Administrative
Agent, for the benefit of the Banks, a security interest in such cash collateral
to secure all obligations of such Borrower in respect of such Letters of Credit
under this Agreement and the other Loan Documents.  The Borrowers shall execute
and deliver to the Administrative  Agent, for the account of the Banks, such
further documents and instruments as the Administrative  Agent may request to
evidence the creation and perfection of such security interest in such cash
collateral account.  Amounts held in such cash collateral account shall be
applied by the Administrative  Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the Borrowers hereunder and under any Notes.  After
all such Letters of Credit shall have expired or been fully drawn upon, all
obligations under the Letters of Credit shall have been satisfied and all other
obligations of the Borrowers hereunder and under any Notes shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to Borrowers.

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.

10.6  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, Advances 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 Pro Rata Share of the Commitments (if the
Commitments are then in effect) or in accordance with its proportion of the
aggregate Indebtedness then evidenced by the Notes and Letter of Credit Exposure
(if the Commitments have then been terminated), 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, the Co-Syndication Agents, the Co-Documentation Agents or the
Senior Managing Agent 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 Commitments
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 Commitments; 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 Commitments 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 Commitments of the
assigning Bank, the assignment shall not assign a Pro Rata Share of the
Commitments that is equivalent to less than $10,000,000, (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 Commitments
Assignment and Acceptance, but not earlier than the date which is five (5)
Banking Days after the date the Administrative  Agent has received the
Commitments Assignment and Acceptance unless otherwise agreed by the
Administrative  Agent.  Upon the effective date of such Commitments 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 Commitments 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 Commitments, and to the assigning Bank, Notes
evidencing the remaining balance Pro Rata Share retained by the assigning
Bank.


	By executing and delivering a Commitments 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 Commitments
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 Commitments 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 Commitments 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 Commitments held by
each Bank, giving effect to each Commitments 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 Commitments 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 Commitments listed therein for all purposes hereof,
and no assignment or transfer of any such Pro Rata Share of the Commitments
shall be effective, in each case unless and until a Commitments 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 Commitments 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 Commitments.


	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
Commitments; 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 Commitments 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 Commitments, the use
or contemplated use of proceeds of any Loan or any Letter of Credit, 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, the
Letters of Credit 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 Commitments 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 Commitments 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 Commitments (other than
pursuant to Section 2.10);


	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.

No amendment, modification, supplement, extension,
termination or waiver or consent may be effective to require a Bank to fund more
than its Pro Rata Share of a Request for an Advance, a Swing Loan or a Letter of
Credit without the approval of any Bank affected thereby.  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.  There
shall be no amendment, modification or waiver of any provisions in the Loan
Documents with respect to Swing Loans without the consent of the Swing Loan Bank
and there shall be no amendment, modification or waiver of any provisions in the
Loan Documents with respect to Letters of Credit without the consent of
Administrative  Agent.  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.





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

SOVEREIGN BANK

By:/s/ T. Gregory Donohue

T. Gregory Donohue

Senior Vice President











Address:

Sovereign Bank

75 State Street

MA 1 SST 04 11

Boston, Massachusetts 02109

Attn: Mr. T. Gregory Donohue

COMPASS BANK

By:/s/ Johanna Duke Paley

Johanna Duke Paley

Senior Vice President











Address:

Compass Bank

15 South 20th Street

Suite 1501

Birmingham, Alabama 35233

Attn: Ms. Johanna Paley

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


 
COMERICA BANK

By:/s/ Scott M. Helmer

Scott M. Helmer

Vice President











Address:

Comerica Bank

500 Woodward Avenue

MC: 3256

Detroit, Michigan 48226

Attn: Mr. Scott Helmer

SOCIETE GENERALE

By:/s/ Scott Gosslee

Scott Gosslee

Director











Address:

Societe Generale

2001 Ross Avenue

Suite 4900

Dallas, Texas 75201

Attn: Mr. Scott Gosslee

EUROHYPO AG, NEW YORK BRANCH

By:/s/ Ben J. Marciano

Ben J. Marciano

Managing Director


By:/s/ Andrew Cherrick

Andrew Cherrick

Vice President












Address:

EUROHYPO AG, NEW YORK BRANCH

1114 Avenue of the Amercias

29th Floor

New York, New York 10036

Attn: Director of Portfolio Operations

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

CEDARS BANK

By:/s/ Stephen Clark

Stephen Clark

Vice President











Address:

Cedars Bank

444 S. Flower Street

14th Floor

Los Angeles, California

Attn: Mr. Stephen Clark

CITIZEN BANK OF MASSACHUSETTS

By:/s/ Craig Schermerhorn

Craig Schermerhorn













Address:

Citizen Bank of Massachusetts

1 Citizens Plaza RC 0440

Providence, Rhode Island 02903

Attn: Mr. Craig Schermerhorn

CHEVY CHASE BANK, F.S.B.

By:/s/ Frederick H. Denecke

Frederick H. Denecke

Vice President











Address:

Chevy Chase Bank, F.S.B.

7501 Wisconsin Avenue

12th Floor

Bethesda, Maryland 20814

Attn: Mr. Frederick H. Denecke

SUNTRUST BANK

By:/s/ Blake K. Thompson

Blake K. Thompson

Vice President











Address:

SunTrust Bank

8245 Boone Boulevard 

Suite 820

Vienna, Virginia 22182

Attn: Mr. Blake Thompson

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