EX-10.1






Exhibit 10.1




FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT




Dated




June 14, 2018




among




EASTGROUP PROPERTIES, L.P., and

EASTGROUP PROPERTIES, INC.,

as Borrowers,




PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent,




REGIONS BANK,

as Syndication Agent,




WELLS FARGO BANK, NATIONAL ASSOCIATION,

BANK OF AMERICA, N.A., and

U.S. BANK NATIONAL ASSOCIATION

as Co-Documentation Agents,




PNC CAPITAL MARKETS LLC, and

REGIONS CAPITAL MARKETS,

as Joint Lead Arrangers and Joint Bookrunners




and




the Lenders




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Definitions
	 	 	1	 	 	 	 	 
	 	2.	 	 	The Loans
	 	 	25	 	 	 	 	 
	 	2.1	 	 	Advances
	 	 	25	 	 	 	 	 
	 	2.2	 	 	Payments
	 	 	27	 	 	 	 	 
	 	2.3	 	 	Pro Rata Treatment
	 	 	28	 	 	 	 	 
	 	2.4	 	 	Non Receipt of Funds by the Agent
	 	 	28	 	 	 	 	 
	 	2.5	 	 	Sharing of Payments, Etc
	 	 	29	 	 	 	 	 
	 	2.6	 	 	Fees
	 	 	29	 	 	 	 	 
	 	2.7	 	 	Commitment Increase
	 	 	30	 	 	 	 	 
	 	2.8	 	 	Letters of Credit
	 	 	31	 	 	 	 	 
	 	2.9	 	 	Extension
	 	 	35	 	 	 	 	 
	 	2.10	 	 	Competitive Bid Loans Subfacility
	 	 	36	 	 	 	 	 
	 	2.11	 	 	Defaulting Lenders
	 	 	38	 	 	 	 	 
	 	3.	 	 	Conditions
	 	 	41	 	 	 	 	 
	 	3.1	 	 	All Loans
	 	 	41	 	 	 	 	 
	 	3.2	 	 	First Loan
	 	 	42	 	 	 	 	 
	 	3.3	 	 	Options Available
	 	 	42	 	 	 	 	 
	 	3.4	 	 	Designation and Conversion
	 	 	42	 	 	 	 	 
	 	3.5	 	 	Special Provisions Applicable to LIBOR Borrowings, Competitive Bid Loans and Letters of Credit
	 	 	43	 
	 	3.6	 	 	Funding Offices, Adjustments Automatic
	 	 	47	 	 	 	 	 
	 	3.7	 	 	Funding Sources, Payment Obligations
	 	 	47	 	 	 	 	 
	 	3.8	 	 	Mitigation, Non Discrimination
	 	 	47	 	 	 	 	 
	 	3.9	 	 	Taxes
	 	 	48	 	 	 	 	 
	 	4.	 	 	Representations and Warranties
	 	 	50	 	 	 	 	 
	 	4.1.	 	 	Organization
	 	 	50	 	 	 	 	 
	 	4.2	 	 	Financial Statements
	 	 	50	 	 	 	 	 
	 	4.3	 	 	Enforceable Obligations; Authorization
	 	 	50	 	 	 	 	 
	 	4.4	 	 	Other Debt
	 	 	51	 	 	 	 	 
	 	4.5	 	 	Litigation
	 	 	51	 	 	 	 	 
	 	4.6	 	 	Taxes
	 	 	51	 	 	 	 	 
	 	4.7	 	 	Margin Stock
	 	 	51	 	 	 	 	 
	 	4.8	 	 	Subsidiaries
	 	 	51	 	 	 	 	 
	 	4.9	 	 	Securities Act of 1933.
	 	 	51	 	 	 	 	 
	 	4.10	 	 	No Contractual or Corporate Restrictions
	 	 	51	 	 	 	 	 
	 	4.11	 	 	Investment Company Act Not Applicable
	 	 	51	 	 	 	 	 
	 	4.12	 	 	[Reserved]
	 	 	52	 	 	 	 	 
	 	4.13	 	 	ERISA Not Applicable
	 	 	52	 	 	 	 	 
	 	4.14	 	 	Pool Properties
	 	 	52	 	 	 	 	 
	 	4.15	 	 	Anti-Money Laundering/Anti-Corruption/International Trade Law Compliance52
	 	 	 	 
	 	4.16	 	 	Disclosure
	 	 	52	 	 	 	 	 
	 	5.	 	 	Affirmative Covenants
	 	 	52	 	 	 	 	 
	 	5.1	 	 	Taxes, Existence, Regulations, Property, etc
	 	 	53	 	 	 	 	 
	 	5.2	 	 	Financial Statements and Information
	 	 	53	 	 	 	 	 
	 	5.3	 	 	Financial Tests
	 	 	53	 	 	 	 	 
	 	5.4	 	 	Inspection
	 	 	54	 	 	 	 	 
	 	5.5	 	 	Further Assurances
	 	 	54	 	 	 	 	 
	 	5.6	 	 	Books and Records
	 	 	54	 	 	 	 	 
	 	5.7	 	 	Insurance
	 	 	54	 	 	 	 	 
	 	5.8	 	 	Notice of Certain Matters
	 	 	54	 	 	 	 	 
	 	5.9	 	 	Use of Proceeds
	 	 	55	 	 	 	 	 
	 	5.10	 	 	Expenses of and Claims Against the Agent and the Lenders
	 	 	55	 	 	 	 	 
	 	5.11	 	 	Legal Compliance, Indemnification
	 	 	55	 	 	 	 	 
	 	5.12	 	 	Obligors Performance
	 	 	56	 	 	 	 	 
	 	5.13	 	 	Professional Services
	 	 	56	 	 	 	 	 
	 	5.14	 	 	Capital Adequacy
	 	 	56	 	 	 	 	 
	 	5.15	 	 	Property Pool
	 	 	57	 	 	 	 	 
	 	5.16	 	 	Co Borrowers
	 	 	58	 	 	 	 	 
	 	5.17	 	 	New Guarantors
	 	 	58	 	 	 	 	 
	 	5.18	 	 	Reportable Compliance Event/Anti-Corruption/Anti-Terrorism Laws
	 	 	59	 	 	 	 	 
	 	5.19	 	 	Additional Information
	 	 	60	 	 	 	 	 
	 	6.	 	 	Negative Covenants
	 	 	60	 	 	 	 	 
	 	6.2	 	 	Mergers, Consolidations and Acquisitions of Assets
	 	 	60	 	 	 	 	 
	 	6.3	 	 	Redemption
	 	 	60	 	 	 	 	 
	 	6.4	 	 	Nature of Business; Management
	 	 	61	 	 	 	 	 
	 	6.5	 	 	Transactions with Related Parties
	 	 	61	 	 	 	 	 
	 	6.6	 	 	Loans and Investments
	 	 	61	 	 	 	 	 
	 	6.7	 	 	Liens on Properties
	 	 	62	 	 	 	 	 
	 	6.8	 	 	Restricted Payments
	 	 	63	 	 	 	 	 
	 	6.9	 	 	Securities Act of 1933.
	 	 	63	 	 	 	 	 
	 	6.10	 	 	Subsidiaries
	 	 	63	 	 	 	 	 
	 	6.11	 	 	Sanctions and other Anti-Terrorism Laws
	 	 	64	 	 	 	 	 
	 	6.12	 	 	Anti-Corruption Laws
	 	 	64	 	 	 	 	 
	 	7.	 	 	Events of Default and Remedies
	 	 	64	 	 	 	 	 
	 	7.1	 	 	Events of Default
	 	 	64	 	 	 	 	 
	 	7.2	 	 	Actions in Respect of Letters of Credit
	 	 	66	 	 	 	 	 
	 	7.3	 	 	Allocation of Proceeds
	 	 	68	 	 	 	 	 
	 	7.4	 	 	Remedies Cumulative
	 	 	68	 	 	 	 	 
	 	8.	 	 	The Agent
	 	 	68	 	 	 	 	 
	 	8.1	 	 	Appointment, Powers and Immunities
	 	 	68	 	 	 	 	 
	 	8.2	 	 	Reliance
	 	 	70	 	 	 	 	 
	 	8.3	 	 	Defaults
	 	 	70	 	 	 	 	 
	 	8.4	 	 	Rights as a Lender
	 	 	71	 	 	 	 	 
	 	8.5	 	 	Indemnification
	 	 	71	 	 	 	 	 
	 	8.6	 	 	Non Reliance on Agent and Other Lenders
	 	 	72	 	 	 	 	 
	 	8.7	 	 	Failure to Act
	 	 	72	 	 	 	 	 
	 	8.8	 	 	Resignation of Agent
	 	 	72	 	 	 	 	 
	 	8.9	 	 	No Partnership
	 	 	73	 	 	 	 	 
	 	8.10	 	 	Consents and Approvals
	 	 	73	 	 	 	 	 
	 	8.11	 	 	No Reliance on Agent’s Customer Identification Program
	 	 	74	 	 	 	 	 
	 	8.12	 	 	Delegation of Duties
	 	 	74	 	 	 	 	 
	 	8.13	 	 	Titled Agents
	 	 	74	 	 	 	 	 
	 	9.	 	 	Miscellaneous
	 	 	74	 	 	 	 	 
	 	9.1	 	 	No Waiver, Amendments.
	 	 	74	 	 	 	 	 
	 	9.2	 	 	Notices
	 	 	75	 	 	 	 	 
	 	9.3	 	 	Venue
	 	 	75	 	 	 	 	 
	 	9.4	 	 	Choice of Law
	 	 	76	 	 	 	 	 
	 	9.5	 	 	Survival; Parties Bound; Successors and Assigns
	 	 	76	 	 	 	 	 
	 	9.6	 	 	Counterparts
	 	 	78	 	 	 	 	 
	 	9.7	 	 	Usury Not Intended; Refund of Any Excess Payments
	 	 	78	 	 	 	 	 
	 	9.8	 	 	Captions
	 	 	78	 	 	 	 	 
	 	9.9	 	 	Severability
	 	 	78	 	 	 	 	 
	 	9.10	 	 	Disclosures
	 	 	78	 	 	 	 	 
	 	9.11	 	 	Entire Agreement
	 	 	79	 	 	 	 	 
	 	9.12.	 	 	Waiver of Jury Trial
	 	 	79	 	 	 	 	 
	 	9.13.	 	 	Amendment and Restatement
	 	 	79	 	 	 	 	 
	 	9.14	 	 	USA PATRIOT Act Notice
	 	 	80	 	 	 	 	 
	 	9.15	 	 	Waiver of Consequential Damages, Etc.
	 	 	80	 	 	 	 	 
	 	9.16	 	 	Contractual Recognition of Bail-In
	 	 	80	 	 	 	 	 






	 	 	 
	SCHEDULES AND EXHIBITS
	SCHEDULE I

SCHEDULE II

	 	Applicable Margin

Lender Commitments and Percentages
	EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT C-1

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

EXHIBIT H

EXHIBIT I

	 	Form of Officer’s Certificate

Form of Request for Loan

Form of Promissory Note

Form of Swing Loan Note

Form of Opinion of Counsel

Form of Request for Extension

Form of Competitive Bid Loan Note

Form of Competitive Bid Request

Form of Invitation for Competitive Bid Quotes

Form of Competitive Bid Quote






CERTAIN EXHIBITS HAVE BEEN OMITTED, AND THE REGISTRANT AGREES TO FURNISH SUPPLEMENTALLY A COPY OF
SUCH OMITTED EXHIBITS TO THE SECURITIES AND EXCHANGE COMMISSION UPON ITS REQUEST.



FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT




THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, extended or restated
from time to time, the “Agreement”) is made and entered into as of June 14, 2018 (the “Effective
Date”), by and among EASTGROUP PROPERTIES, L.P., a Delaware limited partnership, and EASTGROUP
PROPERTIES, INC., a Maryland corporation, jointly and severally (collectively, the “Borrower”), the
financial institutions (including PNC, the “Lenders”) which are now or may hereafter become
signatories hereto, PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as
Administrative Agent for the Lenders (in such capacity, “Agent”), REGIONS BANK, as Syndication
Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., and U.S. BANK NATIONAL
ASSOCIATION, as Co-Documentation Agents.



WITNESSETH THAT:




WHEREAS, Borrower, certain of the Lenders, and Agent are parties to a certain Third Amended
and Restated Credit Agreement dated December 18, 2012 to be effective as of January 2, 2013 (as
amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated August
9, 2013, and that certain Second Amendment to Third Amended and Restated Credit Agreement dated
July 30, 2015, the “Existing Credit Agreement”); and



WHEREAS, Borrower, Lenders and Agent wish to amend and restate the Existing Credit Agreement
as set forth herein by, among other things, (i) increasing the Total Commitments to $350 million,
(ii) reallocating the Lender Commitments, (iii) extending the Maturity Date, and (iv) modifying
certain covenants and other provisions of the Existing Credit Agreement.



NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, agree to amend and restate the
Existing Credit Agreement in its entirety as follows:



1. Definitions.



Unless a particular word or phrase is otherwise defined or the context otherwise requires,
capitalized words and phrases used in Credit Documents have the meanings provided below.



2011 Term Loan Agreement shall mean that certain Term Loan Agreement dated as of
December 16, 2011, to be effective as of December 21, 2011, by and among Borrower, PNC, as Agent,
and the lenders party thereto, as the same may have been or may hereafter be restated, modified or
replaced. 



2013 Term Loan Agreement shall mean that certain Term Loan Agreement dated as of
December 13, 2013, to be effective as of December 20, 2013, by and among Borrower, PNC, as Agent,
and the lenders party thereto, as the same may have been or may hereafter be restated, modified or
replaced.



-1-




2014 Term Loan Agreement shall mean that certain Term Loan Agreement dated as of July
24, 2014, to be effective as of July 31, 2014, by and among Borrower, PNC, as Agent, and the
lenders party thereto, as the same may have been or may hereafter be restated, modified or
replaced.



2015 Term Loan Agreement shall mean that certain 2015 Term Loan Agreement dated as of
March 2, 2015, by and among Borrower, The Bank of New York Mellon, as Administrative Agent, and the
lenders party thereto, as the same may have been or may hereafter be restated, modified or
replaced.



2016 April Term Loan Agreement shall mean that certain 2016 Term Loan Agreement dated
as of April 1, 2016, by and among Borrower, Wells Fargo Bank, National Association, as
Administrative Agent, and the lenders party thereto, as the same may have been or may hereafter be
restated, modified or replaced.



2016 July Term Loan Agreement shall mean that certain 2016 Term Loan Agreement dated
as of July 29, 2016, by and among the Borrower, PNC, as Administrative Agent, and the lenders party
thereto, as the same may have been or may hereafter be restated, modified or replaced.



Adjusted Base Rate shall mean the Base Rate plus the Applicable Margin.



Adjusted LIBOR shall mean LIBOR plus the Applicable Margin.



Affiliate shall mean any Person controlling, controlled by or under common control
with any other Person. For purposes of this definition, “control” (including “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through the ownership
of voting securities or otherwise.



Agent shall mean PNC Bank, National Association, its successors and assigns, in its
capacity as administrative agent hereunder.



Alternate Source shall have the meaning specified in the definition of LIBOR.



Annual Audited Financial Statements shall mean the annual financial statements of a
Person, including all notes thereto, which statements shall include a balance sheet as of the end
of such fiscal year and an income statement and a statement of cash flows, all setting forth in
comparative form the corresponding figures from the previous fiscal year, all prepared in
conformity with Generally Accepted Accounting Principles and accompanied by a report and opinion of
independent certified public accountants satisfactory to the Agent, which shall state that such
financial statements, in the opinion of such accountants, present fairly the financial position of
such Person as of the date thereof and the results of its operations for the period covered thereby
in conformity with Generally Accepted Accounting Principles. The Annual Audited Financial
Statements shall be prepared on a consolidated basis in accordance with Generally Accepted
Accounting Principles.



-2-




Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977, as
amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations
administered or enforced in any jurisdiction in which the Borrower or any of its Subsidiaries
conduct business.



Anti-Terrorism Laws shall mean any law in force or hereinafter enacted related to
terrorism, money laundering or Sanctioned Persons, including Executive Order No. 13224, the USA
Patriot Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading
with the Enemy Act, 50 U.S.C. App. 1, et. seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339B and any
regulations or directives promulgated under these provisions.



Applicable Margin shall mean the rate per annum determined in accordance with
Schedule I attached hereto based on the Qualifying Rating of EastGroup Properties, Inc.
then in effect. During any period for which EastGroup Properties, Inc. has received only one
Qualifying Rating, the Applicable Margin shall be determined based on the Level corresponding to
such Qualifying Rating. During any period that EastGroup Properties, Inc. has received two
Qualifying Ratings that are not equivalent, the Applicable Margin shall be determined based upon
the Level corresponding to the higher of the two Qualifying Ratings. During any period that
EastGroup Properties, Inc. has not received a Qualifying Rating, the Applicable Margin shall be
determined based on Level V on Schedule I. Any change in the Applicable Margin that would
cause it to move to a different Level shall be effective on the date of the change in the
Qualifying Rating.



Applicable Maturity Date shall have the meaning ascribed thereto in Section
2.9 hereof.



Approved Fund shall mean any Fund that is administered or managed (a) by a Lender, (b)
an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or
manages a Lender.



Bail-In Action shall mean the exercise of any Write-down and Conversion Powers.



Bail-In Legislation shall mean, in relation to an EEA Member Country which has
implemented, or which at any time implements, Article 55 of Directive 2014/59/EU (as the same may
be amended or supplemented from time to time) establishing a framework for the recovery and
resolution of credit institutions and investment firms, the relevant implementing law, regulation,
rule, official directive, request or guideline (whether or not having the force of law) of any
official body as described in the EU Bail-In Legislation Schedule from time to time.



Base Rate shall mean, the greatest of (i) the Prime Rate, (ii) the Federal Funds Open
Rate plus 0.5% per annum or (iii) the Daily LIBOR Rate plus 1.0%, so long as a Daily LIBOR Rate is
offered, ascertainable and not unlawful. Any change in the Base Rate (or any component thereof)
shall take effect at the opening of business on the day such change occurs.



Base Rate Borrowing shall mean that portion of the principal balance of the Loans,
including the Swing Loans, at any time bearing interest at the Adjusted Base Rate.



-3-




Base Rate Option shall have the meaning ascribed thereto in Section 3.3
hereof.



Business Day shall mean a day other than (a) a day when the main office of the Agent
is not open for business, (b) a day that is a federal banking holiday in the United States of
America; or (c) if the applicable Business Day relates to a LIBOR Borrowing, a day on which
transactions are not carried on in the London Interbank Market.



Cash Collateralize means, to deposit in the Letter of Credit Collateral Account or to
pledge and deposit with or deliver to the Agent, for the benefit of one or more of the Issuing
Banks or the Lenders, as collateral for the LC Exposure or obligations of Lenders to fund
participations in respect of LC Exposure, cash or deposit account balances or, if the Agent and
each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to the Agent and each applicable
Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall
include the proceeds of such cash collateral and other credit support.



Ceiling Rate shall mean, on any day, the maximum nonusurious rate of interest
permitted for that day by whichever of applicable federal or New York laws permits the higher
interest rate, stated as a rate per annum. Without notice to the Borrower or any other person or
entity, the Ceiling Rate shall automatically fluctuate upward and downward as and in the amount by
which such maximum nonusurious rate of interest permitted by applicable law fluctuates.



Change in Law shall mean the occurrence, after the date of this Agreement, of any of
the following: (a) the adoption or taking effect of any Legal Requirement, (b) any change in any
Legal Requirement or in the administration, interpretation, implementation or application thereof,
by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of a Legal Requirement) by any Governmental Authority;
provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines,
interpretations or directives thereunder or issued in connection therewith (whether or not having
the force of a Legal Requirement) and (y) all requests, rules, regulations, guidelines,
interpretations or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities (whether or not having the force of a Legal Requirement), in each
case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless
of the date enacted, adopted, issued, promulgated or implemented.



Change of Control means a change resulting when (a) any Person or Persons acting
together which would constitute a Group together with any Affiliates thereof shall at any time
either (i) Beneficially Own more than 50% of the aggregate voting power of all classes of Voting
Stock of EastGroup Properties, Inc. or (ii) succeed in having sufficient of its or their nominees
elected to the Board of Directors of EastGroup Properties, Inc. such that such nominees, when added
to any existing directors remaining on the Board of Directors of EastGroup Properties, Inc. after
such election who is an Affiliate of such Person or Group, shall constitute a majority of the Board
of Directors of EastGroup Properties, Inc. or (b) EastGroup Properties, Inc. ceases to own,



-4-




directly or indirectly, at least fifty-one percent (51%) of the evidence of ownership of the
Operating Partnership. As used herein (1) “Beneficially Own” means “beneficially own” as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, or any successor
provision thereto; provided, however, that, for purposes of this definition, a
Person shall not be deemed to Beneficially Own securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person’s Affiliates until such tendered
securities are accepted for purchase or exchange; (2) “Group” means a “group” for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended; and (3) “Voting Stock”
of any Person shall mean capital stock of such Person which ordinarily has voting power for the
election of directors (or persons performing similar functions) of such Person, whether at all
times or only so long, as no senior class of securities has such voting power by reason of any
contingency.



Co-Documentation Agents shall mean Wells Fargo Bank, National Association, Bank of
America, N.A., and U.S. Bank National Association, in their capacities as such co-agents as
provided in Section 8.13 hereof.



Code shall mean the Internal Revenue Code of 1986, as amended, as now or hereafter in
effect, together with all regulations, rulings and interpretations thereof or thereunder by the
Internal Revenue Service.



Competitive Bid shall mean an offer by a Lender to make a Competitive Bid Loan
pursuant to the terms of Section 2.10.



Competitive Bid Fee shall mean the amount of $500 for each Competitive Bid Request.



Competitive Bid Loan shall mean a loan made by a Lender in its sole and absolute
discretion pursuant to the provisions of Section 2.10 at a rate equal to the applicable
Competitive Bid Rate.



Competitive Bid Loan Note or Competitive Bid Loan Notes shall mean the
promissory notes of the Borrower, in the form of Exhibit F, in favor of each Lender evidencing the
Competitive Bid Loans, individually or collectively, as appropriate, as such promissory notes may
be amended, modified, supplemented, extended, renewed or replaced from time to time.



Competitive Bid Rate shall mean the rate of interest applicable to any Competitive Bid
Loan, which shall be equal to LIBOR for the Interest Period applicable to such Competitive Bid
Loan, plus or minus the applicable LIBOR Bid Margin. In calculating the Competitive Bid Rate for
any Interest Period of seven (7) days through thirty (30) days, such rate shall be calculated based
upon the one (1) month LIBOR, for any Interest Period of thirty-one (31) days through sixty (60)
days, such rate shall be calculated based upon the two (2) month LIBOR, and for any Interest Period
of sixty-one (61) through ninety (90) days, such rate shall be calculated using the three (3) month
LIBOR.



Competitive Bid Quote shall mean a quote by a Lender for Competitive Bids in the form
of Exhibit I.



-5-




Competitive Bid Request shall mean a request by the Borrower for Competitive Bids in
the form of Exhibit G.



Compliance Authority means each and all of (a) OFAC, (b) the U.S. Treasury
Department/Financial Crimes Enforcement Network, (c) the U.S. State Department/Directorate of
Defense Trade Controls, (d) the U.S. Commerce Department/Bureau of Industry and Security, (e) the
U.S. Internal Revenue Service, (f) the U.S. Justice Department, (g) the U.S. Securities and
Exchange Commission, (h) the European Union, (i) Her Majesty’s Treasury and (j) any other relevant
sanctions authority of a jurisdiction in which a Covered Entity conducts business.



Covered Entity means the Borrower, its Affiliates and Subsidiaries, all Guarantors,
pledgors of collateral, all Affiliates of the foregoing, and all brokers or other agents of the
Borrower acting in any capacity in connection with the Loans.



Credit Documents shall mean this Agreement, the Notes, the Guaranties, all
instruments, certificates and agreements now or hereafter executed or delivered to the Agent or the
Lenders pursuant to any of the foregoing, and all amendments, modifications, renewals, extensions,
increases and rearrangements of, and substitutions for, any of the foregoing.



Credit Rating shall mean the rating assigned by a rating agency to the senior
unsecured long term Indebtedness of a Person.



Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Agent
by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve
Percentage. The Daily LIBOR Rate shall be adjusted with respect to any advance to which the Base
Rate Option applies as of the effective date of any change in the LIBOR Reserve Percentage. The
Agent shall give prompt notice to the Borrower of the Daily LIBOR Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest error. If the Daily
LIBOR Rate determined as provided above would be less than zero, the Daily LIBOR Rate shall be
deemed to be zero.



Defaulting Lender shall mean, subject to Section 2.11(b), any Lender that
(a) has failed, within two Business Days of the date required to be funded or paid, to pay over to
the Agent, or any Lender, any amount required to be paid by it hereunder, unless such Lender
notifies the Agent and the Borrower in writing that such failure is the result of such Lender’s
reasonable determination that one or more conditions precedent to funding (each of which conditions
precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, (b) has notified the Borrower or the Agent in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of its obligations
under this Agreement or generally under other agreements in which it commits to extend credit,
(c) has become the subject of a Bankruptcy Event, (d) has become the subject of a Bail-in Action or
(e) has failed at any time to comply with the provisions of Section 2.5 with respect to
purchasing participations from the other Lenders, whereby such Lender’s share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due
and payable to all of the Lenders. Any determination by the Agent that a Lender is a Defaulting



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Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.11(b)) upon delivery of written notice of such determination to the Borrower,
each Issuing Bank, and each Lender.



As used in this definition, the term “Bankruptcy Event” means, with respect to any
Person, such Person or such Person’s direct or indirect parent company becoming the subject of a
bankruptcy or insolvency proceeding, or having had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or
such Person’s direct or indirect parent company by a Governmental Authority or instrumentality
thereof if, and only if, such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.



Designated Jurisdiction means any country or territory that itself is specifically
targeted by a sanctions program identified on the list maintained by OFAC and available at
http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or any successor
list maintained by, or as otherwise published from time to time by, OFAC.



EBITDA shall mean an amount derived from (a) net earnings, plus (b) depreciation,
amortization, interest expense and income taxes, plus or minus (c) any losses or gains resulting
from sales of depreciable real estate property, write-downs, write-ups, write-offs or other
valuation adjustments of assets or liabilities, in each case, as determined on a consolidated basis
in accordance with Generally Accepted Accounting Principles, and including (without duplication)
the Equity Percentage of EBITDA for the Borrower’s Unconsolidated Affiliates.



EEA Member Country means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.



Effective Date shall have the meaning ascribed thereto in the introductory paragraph
of this Agreement.



El Paso Ground Leases means, collectively:  (i) that certain Butterfield Trail
Industrial Park Lease dated September 13, 1991 (effective September 1, 1991), between the City of
El Paso, Texas, as Lessor, and Kasco Ventures, Inc. d/b/a Kasco Ventures 226/227, as Lessee, as
subsequently assigned to EastGroup Properties, L.P., a Delaware limited partnership, successor by
merger to EastGroup Tennessee Properties, L.P., a California limited partnership, by that certain
Special Warranty Deed and Assignment of Ground Lease dated April 11, 2000, recorded as Document No.
20000025854, Real Property Records of El Paso County, Texas; (ii) that



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certain Butterfield Trail Industrial Park Lease dated November 25, 1997 (effective December 1,
1997) between the City of El Paso, Texas, as Lessor, and EastGroup Properties, L.P., as Lessee,
conveying a leasehold interest in all of Lots 2, 3 and 4, Block 11, Butterfield Trial Industrial
Park, Unit Two, City of El Paso, El Paso County, Texas, as more specifically described in the
lease; (iii) that certain Butterfield Trail Industrial Park Lease dated November 25, 1997
(effective December 1, 1997) between the City of El Paso, Texas, as Lessor, and EastGroup
Properties, L.P., as Lessee, conveying a leasehold interest in a portion of Lot 8, Block 12,
Butterfield Trial Industrial Park, Unit Three, City of El Paso, El Paso County, Texas, as more
specifically described in the lease; (iv) that certain Butterfield Trail Industrial Park Lease
dated December 1, 1997 (effective December 1, 1997) between the City of El Paso, Texas, as Lessor,
and EastGroup Properties, L.P., as Lessee, conveying a leasehold interest in a portion of Lot 8 and
all of Lot 7, Block 11, Butterfield Trial Industrial Park, Unit Two, City of El Paso, El Paso
County, Texas, as more specifically described in the lease; and (v) that certain Butterfield Trail
Industrial Park Lease dated December 1, 1997 (effective December 1, 1997) between the City of El
Paso, Texas, as Lessor, and EastGroup Properties, L.P., as Lessee, conveying a leasehold interest
in a portion of Lot 8 and all of Lot 9, Block 11, Butterfield Trial Industrial Park, Unit Two, City
of El Paso, El Paso County, Texas, as more specifically described in the lease.



Eligible Ground Lease shall mean a lease either expressly approved by Agent in writing
or a lease meeting at least the following requirements: (a) a remaining term (including renewal
options exercisable at lessee’s sole option) of at least thirty (30) years, (b) the leasehold
interest is transferable and assignable without the landlord’s prior consent, (c) the ground lease
is financeable in that, among other things, it provides or allows for, without further consent from
the landlord, (i) notice and right to cure to lessee’s lender, (ii) a pledge and mortgage of the
leasehold interest, (iii) recognition of a foreclosure of the leasehold interest including entering
into a new lease with the lender, and (iv) no right of landlord to terminate without consent of
lessee’s lender. It is hereby stipulated that the El Paso Ground Leases and the South Florida
Ground Leases constitute Eligible Ground Leases.



Eligible Institution shall mean a commercial bank or a finance company, insurance
company or other financial institution which is regularly engaged in making, purchasing or
investing in loans and which has base capital of at least $500,000,000.00, but shall not include
any Person which is an Obligor or an Affiliate of any Obligor, any Defaulting Lender, or any
natural Person.



Equity Interest means, with respect to any Person, any share of capital stock of (or
other ownership or profit interests in) such Person, any warrant, option or other right for the
purchase or other acquisition from such Person of any share of capital stock of (or other ownership
or profit interests in) such Person whether or not certificated, any security convertible into or
exchangeable for any share of capital stock of (or other ownership or profit interests in) such
Person or warrant, right or option for the purchase or other acquisition from such Person of such
shares (or such other interests), and any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or
otherwise existing on any date of determination.



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Equity Percentage shall mean the aggregate ownership percentage of Borrower in each
Unconsolidated Affiliate.



EU Bail-In Legislation Schedule shall mean the document described as such and
published by the Loan Market Association (or any successor person) from time to time.



Event of Default shall mean any of the events specified as an event of default in
Section 7.1 of this Agreement, and Default shall mean any of such events, whether
or not any requirement for notice, grace or cure has been satisfied.



Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned Subsidiary of
the Borrower, and (b) any Subsidiary (i) holding title to assets which are or are to become
collateral for any secured indebtedness of such Subsidiary or which is a Subsidiary that is a
single asset entity and has incurred or assumed nonrecourse indebtedness and (ii) which is
prohibited from guarantying the indebtedness of any other Person pursuant to (A) any document,
instrument or agreement evidencing such secured indebtedness or (B) a provision of such
Subsidiary’s organizational documents which provision was included in such Subsidiary’s
organizational documents as a condition to the extension of such secured indebtedness.



Excluded Taxes shall mean, with respect to the Agent, any Lender, any Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under
Section 3.8), any withholding tax that is imposed on amounts payable to such Foreign Lender
at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending
office) or is attributable to such Foreign Lender’s failure to comply with Section 3.9,
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 3.9.



Extension Fee shall have the meaning ascribed thereto in Section 2.6(c).



Facility Fee shall have the meaning ascribed thereto in Section 2.6(a).



FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement
(or any amended or successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b)(1) of the Code and any laws, regulations or
administrative rules issued in connection with an intergovernmental agreement entered into with
respect to the foregoing provisions of the Code.



-9-




Federal Funds Effective Rate shall mean, for any day, the rate per annum (based on a
year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced
by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in substantially the same
manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the
“Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal
Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds
Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which
such rate was announced.



Federal Funds Open Rate means for any day, the rate comprised of both overnight
federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository
institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York,
as set forth on its public website from time to time, and as published on the next succeeding
Business Day as the overnight bank funding rate by the Federal Reserve Bank of New York (or by such
other recognized electronic source (such as Bloomberg) selected by the Federal Reserve Bank of New
York for the purpose of displaying such rate); provided, that if such day is not a Business
Day, the Federal Funds Open Rate for such day shall be such rate on the immediately preceding
Business Day; provided, further, that if such rate shall at any time, for any
reason, no longer exist, a comparable replacement rate determined by Agent at such time (which
determination shall be conclusive absent manifest error). If the Federal Funds Open Rate determined
as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest
charged shall be adjusted as of each Business Day based on changes in the Federal Funds Open Rate
without notice to the Borrower.



Fee Letter means (a) that certain fee letter dated April 18, 2018 between the Borrower
and PNC, (b) that certain fee letter dated the April 18, 2018 between the Borrower, Regions Capital
Markets and Regions Bank, (c) that certain fee letter dated July 30, 2015 between the Borrower and
PNC and (d) each other letter agreement designated as a “fee letter” entered into from time to time
in connection herewith between the Borrower and PNC and/or Regions Capital Markets, in each case,
as the same may be amended, supplemented or otherwise modified from time to time.



Fitch Rating means the senior unsecured debt rating from time to time received by
EastGroup Properties, Inc., from Fitch IBCA, Duff & Phelps, a division of Fitch, Inc. (or any
successor).



Fixed Charge Coverage Ratio shall mean the ratio of (a) the Borrower’s EBITDA for the
immediately preceding four (4) calendar quarters less the Unit Capital Expenditures for such
period, to (b) all amounts payable and paid on the Borrower’s Indebtedness (not including irregular
final “balloon” payments of principal due at the stated maturity) plus all of the Borrower’s
Interest Expense plus all amounts payable and paid on Borrower’s preferred stock and preferred
units, in each case for the period used to calculate EBITDA.



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



Fronting Exposure means, at any time there is a Defaulting Lender, (a) with respect to
the applicable Issuing Bank, such Defaulting Lender’s LC Exposure with respect to Letters of Credit
issued by such Issuing Bank other than LC Exposure as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with the terms hereof, and (b) with respect to PNC, as the provider of Swing Loans hereunder, such
Defaulting Lender’s Percentage of outstanding Swing Loans made by PNC other than Swing Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.



Fronting Fee shall have the meaning ascribed thereto in Section 2.6(b).



Fund shall mean any Person (other than a natural Person) that is (or will be) engaged
in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



Funding Loss shall mean, with respect to (a) Borrower’s payment or prepayment of
principal of a LIBOR Borrowing or a Competitive Bid Loan on a day other than the last day of the
applicable Interest Period; (b) Borrower’s failure to borrow a LIBOR Borrowing or a Competitive Bid
Loan on the date specified by Borrower; (c) Borrower’s failure to make any prepayment of the Loans
(other than Base Rate Borrowings) on the date specified by Borrower; or (d) any cessation of LIBOR
to apply to the Loans or any part thereof pursuant to Section 3.5, in each case whether
voluntary or involuntary, any direct loss, expense, penalty, premium or liability incurred by any
Lender (including but not limited to any loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by a Lender to fund or maintain a Loan).



Funds From Operations shall mean net income of the Borrower determined in accordance
with Generally Accepted Accounting Principles, plus depreciation and amortization;
provided, that there shall not be included in such calculation any gain or loss from debt
restructuring, sales of depreciable Properties and impairment losses. Funds From Operations will
be calculated, on an annualized basis, for the four (4) calendar quarters immediately preceding the
date of the calculation. Funds From Operations shall be calculated on a consolidated basis in
accordance with Generally Accepted Accounting Principles, and including (without duplication) the
Equity Percentage of Funds From Operations for the Borrower’s Unconsolidated Affiliates.



Generally Accepted Accounting Principles shall mean, as to a particular Person, such
accounting practice as, in the opinion of the independent accountants of recognized national
standing regularly retained by such Person and acceptable to the Agent, conforms at the time to
generally accepted accounting principles, consistently applied. Generally Accepted Accounting
Principles means those principles and practices (a) which are recognized as such by the Financial



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Accounting Standards Board, (b) which are applied for all periods after the date hereof in a manner
consistent with the manner in which such principles and practices were applied to the most recent
audited financial statements of the relevant Person furnished to the Lenders or where a change
therein has been concurred in by such Person’s independent auditors, and (c) which are consistently
applied for all periods after the date hereof so as to reflect properly the financial condition,
and results of operations and changes in financial position, of such Person.



Governmental Authority shall mean any foreign governmental authority, the United
States of America, any State of the United States and any political subdivision of any of the
foregoing, and any agency, department, commission, board, bureau, court or other tribunal having
jurisdiction over the Agent, any Lender or any Obligor or their respective Property.



Guarantors (whether one or more) shall mean EastGroup Properties Holdings, Inc.,
EastGroup Properties General Partners, Inc., EastGroup TRS, Inc., and any other party which shall
hereafter execute a Guaranty pursuant to the provisions of this Agreement.



Guaranties (whether one or more) shall mean the Guaranties executed by the Guarantors
and delivered to the Agent in accordance with this Agreement.



Indebtedness shall mean and include, without duplication (1) all obligations for
borrowed money and letter of credit reimbursement obligations, (2) all obligations evidenced by
bonds, debentures, notes or other similar agreements, (3) all obligations to pay the deferred
purchase price of Property or services, except trade accounts payable arising in the ordinary
course of business, (4) all guaranties, endorsements, and other contingent obligations in respect
of, or any obligations to purchase or otherwise acquire, Total Liabilities of others (but not
including contracts to purchase real property and assume related liabilities which are not yet
consummated if the buyer has the ability to terminate the contract at its option), (5) all Total
Liabilities secured by any Lien existing on any interest of the Person with respect to which
Indebtedness is being determined in Property owned subject to such Lien whether or not the Total
Liabilities secured thereby shall have been assumed, (6) dividends of any kind or character or
other proceeds payable with respect to any stock, (7) all obligations at any time incurred or
arising pursuant to any interest rate cap, swap, or floor agreements, exchange transaction, forward
rate agreement, or other exchange, rate protection or hedging agreements or arrangements
(calculated on a basis satisfactory to the Agent and in accordance with accepted practices), and
(8) all obligations of such person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person
valued at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends. Indebtedness shall be calculated on a consolidated basis in accordance with
Generally Accepted Accounting Principles, and including (without duplication) the Equity Percentage
of Indebtedness for the Borrower’s Unconsolidated Affiliates.



Indemnified Parties shall have the meaning ascribed thereto in Section
5.11(b).



Indemnified Taxes shall mean Taxes other than Excluded Taxes.



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Industrial Buildings shall mean the Property used as industrial, service center and/or
warehouse purposes of no more than one story, with no more than fifteen percent (15%) of the net
rentable area used for mezzanine office space.



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



Interest Options shall mean, collectively, the Base Rate Option and the LIBOR Option,
and “Interest Option” means either of them.



Interest Payment Dates shall mean (a) the first (1st) day of each calendar month and
the Maturity Date, for Base Rate Borrowings, (b) the last day of each Interest Period and, if the
Interest Period is longer than three (3) months, at the end of each three (3) months, and the
Maturity Date, for LIBOR Borrowings, and (c) the last day of the Interest Period for each
Competitive Bid Loan. To the extent that any retroactive increase in the Applicable Margin shall
occur, the Interest Payment Date for the additional amounts due shall be the next Interest Payment
Date following notice from the Agent to the Borrower with a calculation of such additional amount.
To the extent that any retroactive decrease in the Applicable Margin shall occur, the Borrower
shall receive a credit for the amount of the reduced interest on the next Interest Payment Date
following notice from the Agent to the Borrower with a calculation of such credit.



Interest Period shall mean (a) for each LIBOR Borrowing, a period commencing on the
date such LIBOR Borrowing was made and ending on, subject to availability, one (1), two (2), three
(3) or six (6) months thereafter and (b) for each Competitive Bid Loan, a period commencing on the
date such Competitive Bid Loan was made and ending no less than seven (7) days and no more than
ninety (90) days thereafter; provided, (v) any Interest Period which would otherwise end on
a day which is not a Business Day shall be extended to the next succeeding Business Day, unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day; (w) any Interest Period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of the appropriate
calendar month; (x) no Interest Period shall ever extend beyond the Maturity Date; (y) Interest
Periods shall be selected by Borrower in such a manner that the Interest Period with respect to any
portion of the Loans which shall become due shall not extend beyond such due date; and (z) Interest
Periods of less than one (1) month may be permitted hereunder from time to time for LIBOR
Borrowings, at the request of the Borrower, subject to the approval of the Agent in its sole
discretion, and Interest Periods for other periods of time may be permitted hereunder from time to
time for LIBOR Borrowings, at the request of Borrower, as long as such Interest Periods are
available to all of the Lenders.



Investment Grade Ratings shall mean the following Credit Ratings: a Moody’s Rating of
Baa3 or better, an S&P Rating of BBB- or better or a Fitch Rating of BBB- or better.



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Issuing Bank shall mean PNC Bank, National Association and Regions Bank, each in its
capacity as an issuer of Letters of Credit hereunder, and their respective successors in such
capacity as provided in Section 2.8(i). An Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case
the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate.



Invitation for Competitive Bid Quotes shall mean an Invitation for Competitive Bid
Quotes in the form of Exhibit H.



LC Disbursement shall mean a payment made by an Issuing Bank pursuant to a Letter of
Credit.



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



Legal Requirement shall mean any law, statute, ordinance, decree, requirement, order,
judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any
license or permit issued by, any Governmental Authority.



Lender Commitment means, for any Lender, the amount set forth opposite such Lender’s
name on Schedule II attached hereto or in any applicable assignment effected in accordance
with Section 9.5.



Lender Reply Period shall have the meaning ascribed thereto in Section 8.10.



Letter of Credit shall have the meaning ascribed thereto in Section 2.8(a).



Letter of Credit Collateral Account shall have the meaning ascribed thereto in
Section 7.2.



Letter of Credit Collateral shall have the meaning ascribed thereto in Section
7.2.



Letter of Credit Fee shall have the meaning ascribed thereto in Section
2.6(b).



Level shall mean one of the pricing levels set forth on Schedule I attached hereto.



LIBOR shall mean with respect to any amount to which the LIBOR Option applies for the
applicable Interest Period, the interest rate per annum determined by the Agent by dividing (the
resulting quotient rounded upwards to the nearest 1/100,000 of 1% (i.e., the fifth digit after the
decimal)) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute
Bloomberg page that displays rates at which U.S. dollar deposits are offered by leading lending
institutions in the London interbank deposit market), or the rate which is quoted by another source
selected by the Agent as an authorized information vendor for the purpose of



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displaying rates at which U.S. dollar deposits are offered by leading lending institutions in the
London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time,
two (2) Business Days prior to the commencement of such Interest Period as the London interbank
offered rate for U.S. dollars for an amount having a borrowing date and a maturity comparable to
such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg
Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate
determined by the Agent at such time (which determination shall be conclusive absent manifest
error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR shall be
adjusted with respect to any LIBOR Borrowing that is outstanding on the effective date of any
change in the LIBOR Reserve Percentage as of such effective date. The Agent shall give prompt
notice to the Borrower of LIBOR as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. If LIBOR determined as provided above
would be less than zero, LIBOR shall be deemed to be zero.



LIBOR Bid Margin shall mean the margin above or below LIBOR for the applicable
Interest Period to be added or subtracted from such LIBOR, which margin shall be expressed in
multiples of 1/100th of one percent.



LIBOR Borrowing shall mean any portion of the principal balance of the Loan at any
time bearing interest at Adjusted LIBOR.



LIBOR Option shall have the meaning ascribed thereto in Section 3.3 hereof.



LIBOR Reserve Percentage shall mean as of any day the maximum percentage in effect on
such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor)
for determining the reserve requirements (including, without limitation, supplemental, marginal and
emergency reserve requirements) with respect to eurocurrency funding or in respect of eurocurrency
liabilities or any similar category of liabilities for a member bank of the Federal Reserve System
in New York City.



LIBOR Termination Date shall have the meaning ascribed thereto in
Section 3.5(d) hereof.



Lien shall mean any mortgage, pledge, charge, encumbrance, security interest,
collateral assignment or other lien or restriction of any kind, whether based on common law,
constitutional provision, statute or contract, and shall include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other
title exceptions.



Loans shall mean the Loans described in Sections 2.1, 2.7 and
2.10 hereof. Loan shall mean any such Loan.



Majority Lenders shall mean the Lenders with an aggregate amount that is greater than
fifty percent (50%) of the amount of the Total Commitment then outstanding, provided that, (i)
after the Total Commitment has expired or been terminated, Majority Lenders shall mean
Lenders with an aggregate amount that is greater than fifty percent (50%) of the unpaid balance of
the Revolving Credit Exposures, which shall include for this purpose, if applicable, any



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participations in any Swing Loans, and the unpaid balance of any Competitive Bid Loan held by any
Lender, (ii) if there are fewer than three (3) Lenders whether before or after the expiration or
termination of the Total Commitment, Majority Lenders shall mean all of the Lenders, and
(iii) the Lender Commitment of any Defaulting Lender shall be disregarded for the purpose of
determining whether or not the Majority Lenders exist for the purposes of this definition.



Mandatorily Redeemable Stock means, with respect to any person, any Equity Interest of
such Person which by the terms of such Equity Interest (or by the terms of any security into which
it is convertible or for which it is exchangeable or exercisable), upon the happening of any event
or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or
other equivalent common Equity Interests), (b) is convertible into or exchangeable or exercisable
for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder
thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange
for common stock or other equivalent common Equity Interests); in each case, on or prior to the
Maturity Date.



Material Acquisition means any acquisition by the Borrower or any of its Subsidiaries
in which the book value (as determined in accordance with Generally Accepted Accounting Principles)
of the assets acquired exceeds ten percent (10%) of the consolidated Total Asset Value of the
Borrower and its Subsidiaries as of the last day of the most recently ending fiscal quarter of the
Borrower for which financial statements are publicly available.



Material Adverse Change shall mean a change which could reasonably be expected to have
a Material Adverse Effect.



Material Adverse Effect means a material adverse effect on (a) the financial condition
or results of operations of Borrower and its Subsidiaries taken as a whole, (b) the ability of an
Obligor to perform its material obligations under the Credit Documents to which it is a party taken
as a whole, (c) the validity or enforceability of the Credit Documents taken as a whole, or (d) the
material rights and remedies of Lenders and Agent under the Credit Documents taken as a whole.



Material Subsidiary means a Subsidiary to which more than 3.0% of the Total Asset
Value is attributable on an individual basis.



Maturity Date shall mean July 30, 2022, as the same may hereafter be accelerated
pursuant to the provisions of any of the Credit Documents, or as the same may be extended pursuant
to Section 2.9 hereof.



Maximum Commitment shall have the meaning ascribed thereto in Section 2.7.



Moody’s Rating shall mean the senior unsecured debt rating from time to time received
by EastGroup Properties, Inc. from Moody’s Investors Service, Inc.



Negative Pledge means, with respect to a given asset, any provision of a document,



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instrument or agreement (other than any Credit Document or Other Credit Facilities Document) which
prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security
for Indebtedness of the Person owning such asset or any other Person; provided, however, that
(i) an agreement that permits an Obligor to encumber its assets so long as such Obligor maintains
one or more specified ratios that may limit such Obligor’s ability to encumber its assets but that
do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets,
shall not constitute a Negative Pledge, and (ii) an agreement similar to Section 6.7(c) hereof
shall not constitute a Negative Pledge.



Net Book Basis shall mean book value net of depreciation of a Property, as determined
in accordance with Generally Accepted Accounting Principles.



Net Operating Income shall mean, for any income producing operating Property, the
difference between (a) any operating income, proceeds and other income from such Property during
the determination period, less (b) an amount equal to all costs and expenses (excluding
security deposits, interest expense and any expenditures that are capitalized in accordance with
Generally Accepted Accounting Principles, but including market-based internal management fee
expenses) incurred as a result of, or in connection with, or properly allocated to, the operation
or leasing of such Property during the determination period. Net Operating Income shall be
calculated on a consolidated basis in accordance with Generally Accepted Accounting Principles
(excluding the impact from straight-line rent-leveling adjustments and amortization of above- and
below-market rent intangibles, but including (without duplication) the Equity Percentage of Net
Operating Income for the Borrower’s Unconsolidated Affiliates).



Net Worth shall mean the stockholders’ equity of the Borrower and their Subsidiaries
determined on a consolidated basis in accordance with Generally Accepted Accounting Principles,
plus accumulated depreciation and amortization.



Non-recourse Debt shall mean any Indebtedness the payment of which the Borrower or
any of its Subsidiaries is not obligated to make other than to the extent of any security therefor.



Notes shall mean the Revolving Notes, the Swing Loan Note, and the Competitive Bid
Loan Notes and any and all renewals, extensions, modifications, rearrangements and replacements
thereof and any and all substitutions therefor, and Note shall mean any one of them.



Obligations shall mean, as at any date of determination thereof, the sum of (a) the
aggregate Revolving Credit Exposures plus (b) all outstanding Swing Loans plus (c) all outstanding
Competitive Bid Loans plus (d) all other liabilities, obligations and Indebtedness of any Parties
under any Credit Document.



Obligors shall mean any Person now or hereafter primarily or secondarily obligated to
pay all or any part of the Obligations, including Borrower and Guarantors.



Occupancy Level shall mean the occupied square footage that is leased to bona fide
tenants not Affiliates of any Obligor or the subject property manager (or any of their respective



-17-




Affiliates) paying the stated rent under written leases, based on the occupancy level at the time
of determination.



OFAC means the Office of Foreign Assets Control of the United States Department of the
Treasury.



Officer’s Certificate shall mean a certificate in the form attached hereto as
Exhibit A.



Operating Partnership shall mean EastGroup Properties, L.P., a Delaware limited
partnership.



Opinion Letters shall mean the opinion letters of independent counsel for the
Obligors, each in Proper Form.



Organizational Documents shall mean, with respect to a corporation, the certificate of
incorporation, articles of incorporation and bylaws of such corporation; with respect to a
partnership, the partnership agreement establishing such partnership; with respect to a joint
venture, the joint venture agreement establishing such joint venture, and with respect to a trust,
the instrument establishing such trust; in each case including any and all modifications thereof as
of the date of the Credit Document referring to such Organizational Document and any and all future
modifications thereof which are consented to by the Lenders.



“Other Credit Facilities Documents” means: (a) the 2011 Term Loan Agreement, (b) the
2013 Term Loan Agreement, (c) the 2014 Term Loan Agreement, (d) the 2015 Term Loan Agreement, (e)
the 2016 April Term Loan Agreement, (f) the 2016 July Term Loan Agreement, (g) any unsecured public
or private placement note agreement with a financial institution, bank, other lender or note
purchaser in excess of $50,000,000; (h) any unsecured bond, debenture or other similar agreement in
excess of $50,000,000; and (i) any other unsecured credit agreement or unsecured loan agreement in
excess of $50,000,000.



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



Partial Subsidiary Real Estate shall have the meaning ascribed thereto in
Section 5.15(c)(i).



Parties shall mean all Persons other than the Agent, or any Lender executing any
Credit Document.



Past Due Rate shall mean, on any day, a rate per annum, equal to the lower of (a) the
Ceiling Rate for that day, or (b) a rate per annum equal to (i) for any existing LIBOR Borrowing,
the applicable Adjusted LIBOR plus an additional two percent (2%) per annum, (ii) for any existing
Competitive Bid Loan, the applicable Competitive Bid Rate plus an additional two



-18-




percent (2%) per annum, and (iii) in all other cases, the Adjusted Base Rate plus an additional two
percent (2%) per annum.



Percentage shall mean the amount, expressed as a percentage, of each Lender Commitment
as compared to the Total Commitment, set forth opposite each Lender’s name on Schedule II
attached hereto.



Permitted Encumbrances shall mean (a) encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property, provided that such items do not
materially impair the use of such property for the purposes intended and none of which is violated
in any material respect by existing or proposed structures or land use; (b) materialmen’s,
mechanic’s, warehousemen’s and other like Liens arising in the ordinary course of business,
securing payment of Total Liabilities whose payment is not yet due, or that are being contested in
good faith by appropriate proceedings diligently conducted, and for or against which the Property
owner has established adequate reserves in accordance with Generally Accepted Accounting
Principles; (c) Liens for taxes, assessments and governmental charges or assessments that are not
yet due and payable or are being contested in good faith by appropriate proceedings diligently
conducted, and for or against which the Property owner has established adequate reserves in
accordance with Generally Accepted Accounting Principles; (d) Liens on real property which are
insured around or against by title insurance; (e) Liens securing assessments or charges payable to
a property owner association or similar entity which assessments are not yet due and payable or are
being diligently contested in good faith; (f) Liens in favor of the Borrower securing obligations
owing by a Subsidiary to the Borrower; and (g) Liens securing this Agreement and Indebtedness
hereunder, if any.



Person shall mean any individual, corporation, partnership, limited liability company,
trust, unincorporated organization, Governmental Authority or any other form of entity.



PNC shall have the meaning ascribed thereto in the introductory paragraph of this
Agreement.



Pool shall have the meaning ascribed thereto in Section 5.15(a).



Prime Rate shall mean the interest rate per annum announced from time to time by the
Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most
favorable rate then being charged to commercial borrowers or others by the Agent and may not be
tied to any external rate of interest or index.



Principal Office shall mean the main banking office of the Agent in Pittsburgh,
Pennsylvania, or such other office designated by the Agent.



Proper Form shall mean in form and substance reasonably satisfactory to the Agent and
the Majority Lenders.



Property shall mean any interest in any kind of property or asset, whether real,
leasehold, personal or mixed, tangible or intangible.



-19-




Published Rate shall mean the rate of interest published each Business Day in The Wall
Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one
month period: provided that if no such rate is published therein for any reason, then the Published
Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London
interbank deposit market for a one month period either (a) as published in another publication
selected by the Agent or (b) in an Alternate Source (or if there shall at any time, for any reason,
no longer exist any such reference or any Alternate Source, a comparable replacement rate
determined by the Agent at such time (which determination shall be conclusive absent manifest
error).



Qualifying Rating shall mean a Moody’s Rating or an S&P Rating.



Quarterly Unaudited Financial Statements shall mean the quarterly financial statements
of a Person, including all notes thereto, which statements shall include a balance sheet as of the
end of such quarter and an income statement for such fiscal quarter, and for the fiscal year to
date, and a statement of cash flows for such quarter and for the fiscal year to date, subject to
normal year-end adjustments, all setting forth in comparative form the corresponding figures for
the corresponding fiscal period of the preceding year (or, in the case of the balance sheet, the
end of the preceding fiscal year), prepared in accordance with Generally Accepted Accounting
Principles except that the Quarterly Unaudited Financial Statements may contain condensed footnotes
as permitted by regulations of the United States Securities and Exchange Commission, and containing
a detailed listing of the Borrower’s Property and the Net Book Basis thereof, and certified as true
and correct by a managing director, senior vice president, or vice president of Borrower. The
Quarterly Unaudited Financial Statements shall be prepared on a consolidated basis in accordance
with Generally Accepted Accounting Principles.



Rate Designation Date shall mean 12:00 noon, Pittsburgh, Pennsylvania time, on the
date three (3) Business Days preceding the first day of any proposed Interest Period.



Recourse Amount shall mean the amount of the Indebtedness of an Unconsolidated
Affiliate which is recourse to the Borrower or another Subsidiary of Borrower.



Regulation D shall mean Regulation D of the Board of Governors of the Federal Reserve
System from time to time in effect and shall include any successor or other regulation relating to
reserve requirements applicable to member lenders of the Federal Reserve System.



Regulations shall have the meaning ascribed thereto in Section 3.9(e).



Reportable Compliance Event means that any Covered Entity becomes a Sanctioned Person,
or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from
regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate
crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of
its operations with the actual or possible violation of any Anti-Terrorism Law.



Request for Loan shall mean a written request substantially in the form of Exhibit
B.



-20-




Resolution Authority shall mean any Person which has authority to exercise any
Write-down and Conversion Powers.



Restricted Payment shall have the meaning ascribed thereto in Section 6.8.



Revolving Credit Exposure shall mean, with respect to any Lender at any time, the sum
of the outstanding principal amount of such Lender’s Loans (excluding any Swing Loans and
Competitive Bid Loans) and its LC Exposure at such time.



Revolving Notes shall mean the promissory notes of the Borrower described in
Section 2.1 hereof, and any and all renewals, extensions, modifications, rearrangements,
and replacements thereof, and any and all substitutions therefor, and Revolving Note shall
mean any one of them.



S&P Rating shall mean the senior unsecured debt rating from time to time received by
EastGroup Properties, Inc. from Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business.



Sanctioned Country means a country subject to a sanctions program maintained by any
Compliance Authority.



Sanctioned Person means (i) any individual person, group, regime, entity or thing
listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person
or entity, or subject to any limitations or prohibitions (including but not limited to the blocking
of property or rejection of transactions), under any order or directive of any Compliance Authority
or otherwise subject to, or specially designated under, any sanctions program maintained by any
Compliance Authority, (ii) an agency of the government of, or an organization controlled by, a
Designated Jurisdiction, to the extent such agency or organization is subject to a sanctions
program administered by OFAC, (iii) a Person located, organized or resident in a Designated
Jurisdiction, to the extent such Person is subject to a sanctions program administered by OFAC or
(iv) a Person controlled by any such Person set forth in clauses (i) through (iii) above.



Secured Debt shall mean the Indebtedness of the Borrower secured by a Lien, and any
Indebtedness of any of the Borrower’s Subsidiaries owed to a Person not an Affiliate of the
Borrower or such Subsidiary.



Secured Debt to Total Asset Value Ratio shall mean the ratio (expressed as a
percentage) of Secured Debt to Total Asset Value.



South Florida Ground Leases means, collectively:  (i)  that certain Lease Agreement
dated October 19, 1984, between the City of Fort Lauderdale, Florida, as Lessor, and James R.
Liberty, an individual, and Keenan Development, Inc., a Florida corporation, as General Partners of
K & L Partnership, a Florida General Partnership, as Lessee, recorded November 1, 1984 at Official
Records Book 12101, Page 966 of the Public Records of Broward County, Florida, as amended by that
certain (a) Amendment to Lease dated February 4, 1986, recorded April 4, 1986 at Official Records
Book 13302, Page 513 of the Public Records of Broward County, Florida, (b)



-21-




Second Amendment to Lease Agreement dated February 17, 1987, recorded April 9, 1987 at Official
Records Book 14332, Page 943 of the Public Records of Broward County, Florida, (c) Third Amendment
to Lease Agreement dated October 4, 1988, recorded November 16, 1988 at Official Records Book
15960, Page 0272 of the Public Records of Broward County, Florida, (d) Fourth Amendment to Lease
Agreement dated September 4, 1992, recorded April 10, 1993 at Official Records Book 20543, Page
0440 of the Public Records of Broward County, Florida, (e) Fifth Amendment to Lease Agreement dated
June 27, 2001, and (f) Sixth Amendment to Lease Agreement dated April 26, 2001, and as assigned to
EastGroup Properties, L.P. by that certain Assignment dated June 23, 1997; and (ii)  that certain
Lease Agreement dated January 15, 1985, between the City of Fort Lauderdale, Florida, as Lessor,
and James R. Liberty, an individual, and Keenan Development, Inc., a Florida corporation, as
General Partners of K & L Partnership, a Florida General Partnership, as Lessee, recorded August
12, 1985 at Official Records Book 12742, Page 764 of the Public Records of Broward County, Florida,
as amended by that certain (a) Amendment to Lease dated February 17, 1987, recorded April 9, 1987
at Official Records Book 14332, Page 940 of the Public Records of Broward County, Florida, (b)
Second Amendment to Lease Agreement dated October 4, 1988, recorded November 16, 1988 at Official
Records Book 15960, Page 0274 of the Public Records of Broward County, Florida, (c) Third Amendment
to Lease Agreement dated September 4, 1992, recorded April 10, 1993 at Official Records Book 20543,
Page 0435 of the Public Records of Broward County, Florida, (d) Fourth Amendment to Lease Agreement
dated June 27, 2001, and (e) Fifth Amendment to Lease Agreement dated April 30, 2001, and as
assigned to EastGroup Properties, L.P. by that certain Assignment dated June 23, 1997.



Stabilization Date shall mean the earlier to occur of (a) the date the Occupancy Level
reaches ninety percent (90%) for the first time, or (b) one (1) year after the construction of the
building improvements, other than tenant improvements, is substantially complete.



Stated Rate shall, on any day, mean whichever of the Adjusted Base Rate, the Adjusted
LIBOR Rate or the Competitive Bid Rate has been designated and provided pursuant to this Agreement;
provided that, if on any day such rate shall exceed the Ceiling Rate for that day, the Stated Rate
shall be fixed at the Ceiling Rate on that day and on each day thereafter until the total amount of
interest accrued at the Stated Rate on the unpaid principal balance of the Notes equals the total
amount of interest which would have accrued if there had been no Ceiling Rate. If the Notes mature
(or are prepaid) before such equality is achieved, then, in addition to the unpaid principal and
accrued interest then owing pursuant to the other provisions of the Credit Documents, Borrower
promises to pay on demand to the order of the holders of the Notes interest in an amount equal to
the excess (if any) of (a) the lesser of (i) the total interest which would have accrued on the
Notes if the Stated Rate had been defined as equal to the Ceiling Rate from time to time in effect
and (ii) the total interest which would have accrued on the Notes if the Stated Rate were not so
prohibited from exceeding the Ceiling Rate, over (b) the total interest actually accrued on the
Notes to such maturity (or prepayment) date.



Subsidiary shall mean, as to a particular parent entity, any entity of which more than
fifty percent (50%) of the indicia of voting equity or ownership rights (whether outstanding
capital



-22-




stock or otherwise) is at the time directly or indirectly owned by, such parent entity, or by one
or more of its other Subsidiaries.



Swing Loan shall mean a Loan made pursuant to Section 2.1(c) hereof.



Swing Loan Note shall mean that certain promissory note of even date herewith in the
original principal amount of $35,000,000.00 executed by the Borrower payable to the order of PNC.



Syndication Agent shall mean Regions Bank in its capacity as such agent as provided in
Section 8.13 hereof.



Taxes shall mean any tax, levy, impost, duty, deduction, withholding, charge or fee
imposed by any Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.



Total Asset Value shall mean the sum of (without duplication) (a) the aggregate Value
of all of Borrower’s operating real estate assets, plus (b) the amount of any cash and cash
equivalents, excluding tenant security and other restricted deposits of the Borrower, plus
(c) investments in Unconsolidated Affiliates that are engaged primarily in the business of
investment in and operation of Industrial Buildings, valued at an amount equal to the Value of each
Unconsolidated Affiliate’s operating real estate assets multiplied by the Equity Percentage for
that Unconsolidated Affiliate, plus (d) investments in readily marketable securities of another
Person, not an Affiliate of any Obligor, traded on a national trading exchange, that is a real
estate investment trust under Section 856(c)(1) of the Code, or that is a real estate operating
company, plus (e) investments in real estate assets that are being constructed or developed to be
Industrial Buildings, but are not yet in operation, plus (f) investments in loans, advances, and
extensions of credit to Persons (who are not Affiliates of any Obligor) secured by valid and
enforceable first and second priority liens on real estate that are paid current and under which no
default has occurred, plus (g) land not in development. Except as otherwise provided herein,
Total Asset Value shall be calculated on a consolidated basis in accordance with Generally Accepted
Accounting Principles.



Total Commitment shall mean the aggregate commitment of all of the Lenders to lend
funds under this Agreement, which as of the Effective Date shall be the sum of Three Hundred Fifty
Million Dollars ($350,000,000), being the sum of the Lender Commitments, as the same may be
increased pursuant to Section 2.7.



Total Liabilities shall mean and include, without duplication, the sum of
(a) Indebtedness and (b) all other items which in accordance with Generally Accepted Accounting
Principles would be included on the liability side of a balance sheet on the date as of which Total
Liabilities is to be determined (excluding capital stock, surplus, acquired unfavorable leases (as
defined in Financial Accounting Standards Board Accounting Standards Codification Topic 805)
surplus reserves and deferred credits), and including (without duplication) the Equity Percentage
of Total Liabilities of the Borrower’s Unconsolidated Affiliates.



-23-




Total Liabilities to Total Asset Value Ratio shall mean the ratio (expressed as a
percentage) of Total Liabilities to Total Asset Value, with Total Asset Value based on the
immediately preceding calendar quarter.



Unconsolidated Affiliate shall mean, in respect of any Person, any other Person (other
than a Person whose stock is traded on a national trading exchange) in whom such Person holds a
voting equity or ownership interest and whose financial results would not be consolidated under
Generally Accepted Accounting Principles with the financial results of such Person on the
consolidated financial statements of such Person.



Unencumbered Interest Coverage Ratio shall mean the ratio of (a) the sum of the Net
Operating Income for each Property for the immediately preceding four (4) calendar quarters that is
not subject to any Lien as of the last day of the preceding calendar quarter to (b) the Unsecured
Interest Expense for the period used to calculate Net Operating Income. With regard to any such
Property that has not been owned by Borrower for the immediately preceding four (4) calendar
quarters, or that has achieved the Stabilization Date during such period, the Net Operating Income
from such Property shall be annualized based upon the period of Borrower’s ownership, or the period
following the Stabilization Date, as applicable.



Unit Capital Expenditure shall mean, on an annual basis, an amount equal to (a) for
use in the Fixed Charge Coverage Ratio, the sum of (i) the aggregate number of gross square feet
contained in each completed, operating office building owned by Borrower or its Subsidiary as of
the last day of the applicable reporting period (or calendar quarter), multiplied by $0.75, plus
(ii) the aggregate number of gross square feet contained in each completed, operating Industrial
Building owned by Borrower or its Subsidiary as of the last day of the applicable reporting period
(or calendar quarter), multiplied by $0.10; and (b) for use in defining Value, the sum of (i) the
aggregate number of gross square feet contained in each completed, operating office building owned
by Borrower or its Subsidiary as of the last day of the applicable reporting period (or calendar
quarter), multiplied by $0.75, plus (ii) the aggregate number of gross square feet contained in
each completed, operating Industrial Building owned by Borrower or its Subsidiary as of the last
day of the applicable reporting period (or calendar quarter), multiplied by $0.10.



Unsecured Debt shall mean all Indebtedness other than Secured Debt.



Unsecured Interest Expense shall mean the Borrower’s Interest Expense on all of the
Borrower’s Unsecured Debt.



USA PATRIOT Act shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or replaced.



Value shall mean the sum of (a) for Property (other than Property described in (b)
below and clauses (e) and (g) of the definition of Total Asset Value), the result of dividing (i)
the aggregate Net Operating Income of the subject Property based on the immediately preceding six
(6) calendar months and multiplied by two (2), less the aggregate Unit Capital Expenditure for such
Property, by (ii) six and one quarter percent (6.25%); plus (b) for (i) Property that Borrower



-24-




or its Subsidiary has not owned for the full preceding six (6) calendar months, or (ii) Property
(whether acquired or constructed), for which construction is complete, and, with respect to which,
the Stabilization Date has not occurred on or prior to the date which is six months preceding the
date of determination, the aggregate Net Book Basis of the subject Property. Notwithstanding
anything to the contrary herein, in no event shall a Property be valued at less than zero.



Withholding Certificate shall have the meaning ascribed thereto in Section
3.9(e).



Write-down and Conversion Powers shall mean in relation to any Bail-In Legislation
described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in
relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.



In addition to the above defined terms, the following terms shall have the respective meanings
ascribed to them in the Uniform Commercial Code as enacted and in force in the State of New York on
the date hereof:



accessions, continuation statement, fixtures, general intangibles, proceeds,
security interest and security agreement.



2. The Loans.



2.1 Advances. (a) Subject to the terms and conditions of this Agreement, each Lender
severally agrees to make Loans (other than Swing Loans and Competitive Bid Loans) prior to the
Maturity Date to the Borrower not to exceed an amount at any one time outstanding equal to such
Lender’s Lender Commitment, provided that at no time shall any Lender’s Revolving Credit Exposure
exceed its Lender Commitment. At no time shall the sum of the aggregate Revolving Credit Exposures
plus any outstanding Swing Loans and Competitive Bid Loans exceed the Total Commitment. Each such
request for a Loan by Borrower shall be deemed a request for a Loan from each Lender equal to such
Lender’s Percentage of the aggregate amount so requested, and such aggregate amount shall be in an
amount at least equal to $1,000,000.00 and equal to a multiple of $250,000.00, or the difference
between the Total Commitment and the sum of the outstanding Swing Loans plus the outstanding
Competitive Bid Loans plus the aggregate Revolving Credit Exposures, whichever is less. Each
repayment of the Loans (other than a repayment of a Competitive Bid Loan) shall be deemed a
repayment of each Lender’s Loan equal to such Lender’s Percentage of the amount so repaid. The
obligations of the Lenders hereunder are several and not joint, and the preceding two sentences
will give rise to certain inappropriate results if special provisions are not made to accommodate
the failure of a Lender to fund a Loan as and when required by this Agreement; therefore,
notwithstanding anything herein to the contrary, (A) no Lender shall be required to make Loans at
any one time outstanding in excess of such Lender’s Percentage of the Total Commitment and (B) if
a Lender becomes a Defaulting Lender and Borrower subsequently makes a repayment on the Loans, such
repayment shall be divided in accordance with Section 2.11. The Loans (other than the
Swing Loans and the Competitive Bid Loans) shall be evidenced by the Revolving Notes substantially
in the form of Exhibit C attached hereto.



-25-




(b) The Borrower shall give the Agent notice of each borrowing to be made hereunder as
provided in Section 3.1 hereof, and the Agent shall deliver same to each Lender promptly
thereafter. Not later than 12:00 noon, Pittsburgh, Pennsylvania time, on the date specified for
each such borrowing hereunder of a Loan other than a Swing Loan or a Competitive Bid Loan, each
Lender shall make available the amount of the Loan, if any, to be made by it on such date to the
Agent at the Agent’s principal office in Pittsburgh, Pennsylvania, in immediately available funds,
for the account of the Borrower. Such amounts received by the Agent will be held in Agent’s
general ledger account. The amounts so received by the Agent shall, subject to the terms and
conditions of this Agreement, be made available to the Borrower by wiring or otherwise
transferring, in immediately available funds not later than 2:00 P.M., Pittsburgh, Pennsylvania
time, such amount to an account designated by the Borrower and maintained with PNC in Pittsburgh,
Pennsylvania or any other account or accounts which the Borrower may from time to time designate to
the Agent by a written notice as the account or accounts to which borrowings hereunder are to be
wired or otherwise transferred. PNC shall make available the amount of each Swing Loan by
depositing the same in immediately available funds in the foregoing account by 3:00 p.m.,
Pittsburgh, Pennsylvania time, on the date of the borrowing.



(c) Subject to the terms and conditions hereof, if necessary to meet the Borrower’s funding
deadlines, PNC agrees to make Swing Loans to the Borrower at any time on or prior to the Maturity
Date, not to exceed an amount at any one time outstanding equal to the lesser of (i)
$35,000,000.00, or (ii) the difference between the Total Commitment and the sum of the aggregate
Revolving Credit Exposures, and the aggregate Competitive Bid Loans. Except as otherwise provided
herein, Swing Loans shall constitute Loans for all purposes hereunder. Notwithstanding the
foregoing, the aggregate amount of all Loans (including, without limitation, all Swing Loans and
all Competitive Bid Loans) shall not at any time exceed the difference between the Total Commitment
and the LC Exposure. Each request for a Swing Loan shall be in an amount at least equal to
$1,000,000.00 and equal to a multiple of $100,000.00. If necessary to meet the Borrower’s funding
deadlines, the Agent may treat any Request for Loan as a request for a Swing Loan from PNC and PNC
may fund it as a Swing Loan. Within two (2) Business Days after each Swing Loan is funded, PNC
shall request that each Lender, and each Lender shall, on the third (3rd) Business Day after such
request is made, purchase a portion of any one or more Swing Loans in an amount equal to that
Lender’s Percentage of such Swing Loans by funding under such Lender’s Revolving Note, such
purchase to be made in accordance with the terms of Section 2.1(b) just as if the Lender
were funding directly to the Borrower under its Revolving Note (such that all Lenders other than
PNC shall fund only under their respective Revolving Note and not under the Swing Loan Note).
Unless the Agent knew when PNC funded a Swing Loan that the Borrower had not satisfied the
conditions in this Agreement to obtain a Loan, each Lender’s obligation to purchase an interest in
the Swing Loans shall be absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender or any other Person may have against PNC or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination
of any Lender Commitment; (iii) any adverse change in the condition (financial or otherwise) of the
Borrower or any of its Subsidiaries; (iv) any breach of this Agreement or any other Credit
Documents by the Borrower, any of its Subsidiaries, the Agent or any other Lender; or (v) any other
circumstance, happening



-26-




or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Loan
not so purchased and converted may be treated by PNC as a Loan which was not funded by the
non-purchasing Lenders as contemplated in Section 2.1(a), and as a funding by PNC under the
Total Commitment in excess of PNC’s Percentage. Each Swing Loan, once so sold, shall cease to be a
Swing Loan for the purposes of this Agreement, but shall be a Loan made under the Total Commitment
and each Lender’s Lender Commitment. If for any reason any Lender fails or is otherwise unable to
make payment to the Agent of any amount due under this Section 2.1(c), such Lender shall be
deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from PNC,
without recourse or warranty, an undivided interest and participation in the applicable Swing Loan
in the amount of such payment not made by such Lender and such interest and participation may be
recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of demand and ending on the date such amount is
received. The Swing Loans shall be evidenced by the Swing Loan Note substantially in the form of
Exhibit C-1 attached hereto.



2.2 Payments. (a) Except to the extent otherwise provided herein, all payments of
principal, interest and other amounts to be made by the Borrower hereunder, under the Notes and
under the other Credit Documents shall be made in immediately available funds without setoff or
counterclaim to the Agent, for the account of the Lenders, at its principal office in Pittsburgh,
Pennsylvania (or in the case of a successor Agent, at the principal office of such successor Agent
in the United States), not later than 12:00 noon Pittsburgh, Pennsylvania time on the date on which
such payment shall become due (each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Business Day) which date, if not earlier, shall be the
Maturity Date.



(b) The Borrower may, at the time of making each payment hereunder, under any Note or under
any other Credit Document, specify to the Agent the Loans or other amounts payable by the Borrower
hereunder or thereunder to which such payment is to be applied, which must be pro rata on the basis
of each Lender’s Percentage (and in the event that it fails so to specify, such payment shall be
applied to the Loans (first to Swing Loans) or, if no Loans are outstanding, to other amounts then
due and payable, provided that if no Loans or other amounts are then due and payable, the Agent may
apply such payment to the Obligations in such order as it may elect in its sole discretion, subject
to the other terms and conditions of this Agreement, including without limitation Section
2.3 hereof). If any Event of Default shall have occurred and be continuing, all payments
received under the Credit Documents by the Agent shall be applied in accordance with Section
7.3. Each payment received by the Agent hereunder, under any Note or under any other Credit
Document for the account of a Lender shall be paid promptly to such Lender, in immediately
available funds. If the Agent receives a payment for the account of a Lender prior to 12:00 noon
Pittsburgh, Pennsylvania time, such payment must be delivered to the Lender on that same day and if
it is not so delivered due to the fault of the Agent, the Agent shall pay to the Lender entitled to
the payment interest at the Federal Funds Effective Rate on the amount of the payment from the date
the Agent receives the payment to the date the Lender received the payment. The Agent may apply
payments received from the Borrower to pay any unpaid principal and interest on the Swing Loans
before making payment to each Lender of the amounts due under the Notes other than the Swing Loan
Note. Loans, including, without



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limitation, any Competitive Bid Loans, may be prepaid only if the accompanying Funding Loss, if
any, is also paid.



(c) If the due date of any payment hereunder or under any Note falls on a day which is not a
Business Day, the due date for such payments shall be extended to the next succeeding Business Day,
and interest shall be payable for any principal so extended for the period of such extension;
provided, however, that with respect to LIBOR Borrowings if such extension would cause the Business
Day of payment to fall in another calendar month, the payment shall be due on the Business Day next
preceding the due date of the payment.



(d) The Borrower shall give the Agent written notice by at least 11 A.M., Pittsburgh,
Pennsylvania time on the prior Business Day of the Borrower’s intent to make any payment of
principal or interest under the Credit Documents not scheduled to be paid under the Credit
Documents. Any such notification of payment shall be irrevocable after it is made by the Borrower.
Upon receipt by the Agent of such notification of payment, it shall deliver same to the other
Lenders.



2.3 Pro Rata Treatment. Except to the extent otherwise provided herein (including as
otherwise provided with respect to Defaulting Lenders): (a) each borrowing from the Lenders under
Section 2.1(a) hereof shall be made ratably from the Lenders on the basis of their
respective Percentages; (b) each payment of the Facility Fee, the Letter of Credit Fee and the
Extension Fee, shall be made for the account of the Lenders, and shall be applied, pro
rata, according to the Lenders’ respective Lender Commitments; and (c) each payment by the
Borrower of principal or interest on the Loans other than the Swing Loans and the Competitive Bid
Loans, of any other sums advanced by the Lenders pursuant to the Credit Documents, and of any other
amount owed to the Lenders, other than the Fronting Fee and other standard administrative fees
payable to an Issuing Bank pursuant to Section 2.6(b), other fees payable pursuant to
Section 2.6(d) and (e), payments of Swing Loans and Competitive Bid Loans, or any
other sums designated by this Agreement as being owed to a particular Lender, shall be made to the
Agent for the account of the Lenders pro rata in accordance with the respective unpaid principal
amounts of the Loans (other than Swing Loans and Competitive Bid Loans) held by the Lenders.
Payments with respect to Swing Loans shall be for PNC’s own account. Payments with respect to a
Competitive Bid Loan shall be for the account of the applicable Lender.



2.4 Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a
Lender or the Borrower (the “Payor”) prior to the date on which such Lender is to make payment to
the Agent of the proceeds of a Loan (or purchase of a portion of a Swing Loan) to be made by it
hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the
Lenders, as the case may be (such payment being herein called the “Required Payment”), which notice
shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the
Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to the intended
recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent,
the recipient of such payment shall, on demand, pay to the Agent the amount made available by the
Agent together with interest thereon in respect of the



-28-




period commencing on the date such amount was so made available by the Agent until the date the
Agent recovers such amount at a rate per annum equal to (a) the Past Due Rate for such period if
the recipient returning a Required Payment is the Borrower, or (b) the Federal Funds Effective Rate
for such period if the recipient returning a Required Payment is the Agent or a Lender.



2.5 Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without
limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have,
each Lender shall be entitled, at its option, to offset balances held by it for the account of the
Borrower at any of its offices, against any principal of or interest on any of such Lender’s Loans
to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid
(regardless of whether such balances are then due to the Borrower), in which case it shall promptly
notify the Borrower and the Agent thereof, provided that such Lender’s failure to give such notice
shall not affect the validity thereof. If a Lender shall obtain payment of any principal of or
interest on any Loan made by it under this Agreement (other than Swing Loans made by PNC and
Competitive Bid Loans) or other Obligation then due to such Lender hereunder, through the exercise
of any right of set-off, banker’s lien, counterclaim or similar right, or otherwise, it shall
promptly purchase from the other Lenders portions of the Loans made or other Obligations held
(other than Swing Loans made by PNC and Competitive Bid Loans) by the other Lenders in such
amounts, and make such other adjustments from time to time as shall be equitable to the end that
all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred
by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid
principal and interest on the Obligations then due to each of them. To such end all the Lenders
shall make appropriate adjustments among themselves (by the resale of participations sold or
otherwise) if such payment is rescinded or must otherwise be restored. Nothing contained herein
shall require any Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Borrower.



2.6 Fees. (a) The Borrower shall pay to the Agent for the account of each Lender a
facility fee (the “Facility Fee”) equal to the Lender Commitment of such Lender multiplied by the
rate per annum determined in accordance with Schedule I attached hereto based on the
Qualifying Rating of EastGroup Properties, Inc. then in effect. Such Facility Fee shall be payable
in arrears on or before the tenth (10th) day of each April, July, October and January,
and, with respect to the Facility Fee due to a Lender whose Lender Commitment has terminated only,
on the termination of any Lender Commitment. The Facility Fee shall not be refundable. Any
portion of the Facility Fee which is not paid by the Borrower when due shall bear interest at the
Past Due Rate from the date due until the date paid by the Borrower. The Facility Fee shall be
calculated on the actual number of days elapsed in a year consisting of 365 or 366 days, as
applicable. During any period for which EastGroup Properties, Inc. has received only one Qualifying
Rating, the Facility Fee shall be determined based on the Level corresponding to such Qualifying
Rating. During any period that EastGroup Properties, Inc. has received two Qualifying Ratings that
are not equivalent, the Facility Fee shall be determined based upon the Level corresponding to the
higher of the two Qualifying Ratings. During any period that EastGroup Properties, Inc. has not
received a Qualifying Rating, the Facility Fee shall be



-29-




determined based on Level V on Schedule I. Any change in the Facility Fee that would cause
it to move to a different Level shall be effective on the date of the change in the Qualifying
Rating.



(b) The Borrower agrees to pay (i) to the Agent for the account of each Lender a participation
fee (the “Letter of Credit Fee”) with respect to its participations in Letters of Credit, which
shall accrue at the Applicable Margin provided for LIBOR Borrowings on the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the date of this Agreement to but excluding the
later of the date on which such Lender’s Lender Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee (the “Fronting
Fee”), in the amount of 0.125% of the face amount of each Letter of Credit issued by such Issuing
Bank, as well as such Issuing Bank’s standard administrative fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Letter of Credit Fees and Fronting Fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day following such last
day, commencing on the first such date to occur after the date of this Agreement; provided
that all such fees shall be payable on the date on which the Total Commitment terminates and any
such fees accruing after the date on which the Total Commitment terminates shall be payable on
demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable
within ten (10) days after demand. All Letter of Credit Fees and Fronting Fees shall be computed
on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).



(c) If the Maturity Date is extended pursuant to Section 2.9 of this Agreement, an
extension fee (“Extension Fee”) shall be due and payable to the Agent as provided in
Section 2.9(a) for the ratable benefit of each Lender, equal to 0.075% of each Lender’s
Lender Commitment at the time of the delivery of the Extension Request with respect to each such
extension.



(d) The Borrower shall pay to the Agent for the account of the Lenders certain fees pursuant
to the Fee Letter. The Agent shall pay to the Lenders shares of such fees in accordance with their
separate agreements.



(e) The Borrower shall also pay to the Agent, for the Agent’s own account, an Agent’s fee
pursuant to the Fee Letter.



2.7 Commitment Increase. So long as no Default or Event of Default exists, the
Borrower may from time to time request that the Total Commitment be increased to an amount not to
exceed $500,000,000 (the “Maximum Commitment”); provided, that the Borrower shall not make
more than five (5) such requests during the term of this Agreement. Each request shall be in a
minimum amount of $25,000,000. If the Borrower requests that the Total Commitment be increased,
the Agent and the Borrower will cooperate with each other to obtain increased or additional
commitments up to the amount of such request (not to exceed the Maximum Commitment), and to do so
may obtain additional lenders subject to their mutual approval, such



-30-




approval not to be unreasonably withheld or delayed, and without the necessity of approval from any
of the Lenders, as long as such additional lenders constitute Eligible Institutions. No Lender
shall have any obligation to increase its Lender Commitment pursuant to a request by the Borrower
to increase the Total Commitment. The Borrower and each other Obligor shall execute an amendment
to this Agreement (containing a reaffirmation of all representations and warranties in this
Agreement and the Credit Documents and certifying the absence of a Default or Event of Default),
additional Notes and other documents as the Agent may reasonably require to evidence each increase
of the Total Commitment and, if necessary, the admission of additional Eligible Institutions as
Lenders.



2.8 Letters of Credit. (a) Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of standby letters of credit (each, a “Letter of Credit”), for
its own account (or for the account of any Subsidiary, and in such event the Borrower shall be
obligated under this Agreement and under such Letter of Credit as if the Borrower were the named
account party and such Letter of Credit shall create LC Exposure), in a form reasonably acceptable
to the Agent and the applicable Issuing Bank, at any time and from time to time prior to the
Maturity Date (subject to Section 2.8(c)). In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the Borrower with,
the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control. Each Letter of Credit shall be subject either to the Uniform Customs and
Practices for Documentary Credits, as most recently published by the International Chamber of
Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of International Standby
Practices (ICC Publication 590) (“ISP98”), as determined by the applicable Issuing Bank, and to the
extent not inconsistent therewith, the Legal Requirements of the State of New York.



(b) To request the issuance of a Letter of Credit (or the amendment, renewal or extension of
an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the applicable Issuing
Bank) to the applicable Issuing Bank and the Agent (reasonably, but in no event less than five (5)
Business Days, in advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the
Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of
Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $35,000,000, (ii)
the LC Exposure of any Issuing Bank shall not exceed the lesser of (x) $17,500,000 (without the
consent of such Issuing Bank) or (y) such



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Issuing Bank’s Lender Commitment, (iii) the total Revolving Credit Exposures plus the sum of the
outstanding Swing Loans and the outstanding Competitive Bid Loans shall not exceed the Total
Commitment, and (iv) no more than fifteen (15) Letters of Credit shall be issued and outstanding at
any one time. Upon request, copies of all Letters of Credit, and amendments, extensions,
increases, decreases and cancellations related thereto, must be delivered to the Agent and the
other Lenders by the applicable Issuing Bank.



(c) Each Letter of Credit shall expire no later than the earlier of (i) the close of business
on the date which is twelve (12) months following the date of issuance of such Letter of Credit,
provided that a Letter of Credit may contain an “evergreen” provision providing for one or more
automatic extensions of the expiration date thereof of up to one (1) year each in the absence of
notice of non-renewal from the applicable Issuing Bank, or (ii) the close of business on the date
that is fourteen (14) days prior to the Maturity Date, except that, in any such case, a Letter of
Credit may extend beyond such dates to the extent that Borrower shall have deposited in the Letter
of Credit Collateral Account, at the time of issuance of such Letter of Credit, Cash Collateral in
an amount equal to or in excess of the amount of such Letter of Credit, which amount may not be
withdrawn or reduced as long as such Letter of Credit shall remain outstanding or a Default or an
Event of Default shall be continuing hereunder.



(d) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
the amount thereof) and without any further action on the part of the applicable Issuing Bank or
the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Percentage of
the aggregate amount available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Agent, for the account of the applicable Issuing Bank, such Lender’s Percentage of each LC
Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded
to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit and to fund its Lender’s
Percentage of each LC Disbursement made by the applicable Issuing Bank is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including, without
limitation, any amendment, renewal or extension of any Letter of Credit, the occurrence and
continuance of a Default, the reduction or termination of the Total Commitment or the commencement
of a proceeding under any applicable bankruptcy or insolvency law with respect to Borrower, and
that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.



(e) If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the
Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC
Disbursement not later than 12:00 noon, Pittsburgh, Pennsylvania time, on the Business Day that
such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement
prior to 10:00 a.m., Pittsburgh, Pennsylvania time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon,
Pittsburgh, Pennsylvania time, on the Business Day immediately following the



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day that the Borrower receives such notice; provided that the Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.1 that such
payment be financed with a Base Rate Borrowing in an equivalent amount and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the
resulting Base Rate Borrowing. If the Borrower fails to make such payment when due, the Agent
shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Lender’s Percentage thereof. Promptly following receipt of such
notice, each Lender shall pay to the Agent its Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.2 with respect to Loans made by such
Lender (and Section 2.2 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Lenders. Promptly following receipt by the Agent of any payment
from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to the
applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the
applicable Issuing Bank for any LC Disbursement (other than the funding of Base Rate Borrowings as
contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.



(f) The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of
this Section 2.8 shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever
and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter
of Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section 2.8, constitute
a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder. Neither the Agent, the Lenders nor the Issuing Banks, nor any of their Affiliates,
shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall
not be construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are
caused by the applicable Issuing Bank’s failure to exercise care when determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross



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negligence or willful misconduct on the part of the applicable Issuing Bank, the applicable Issuing
Bank shall be deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation, regardless of any
information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.



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



(h) If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum
then applicable to Base Rate Borrowings; provided that, if the Borrower fails to reimburse
such LC Disbursement when due pursuant to paragraph (e) of this Section, then the LC
Disbursement shall bear interest, for each day from and including the date such LC Disbursement was
due to, but excluding, the date that the Borrower reimburses such LC Disbursement at the Past Due
Rate. Interest accrued pursuant to this paragraph shall be for the account of the applicable
Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant
to paragraph (e) of this Section 2.8 to reimburse the applicable Issuing Bank shall be for
the account of such Lender to the extent of such payment.



(i) An Issuing Bank may be replaced at any time by written agreement among the Borrower, the
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Agent shall notify the
Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become
effective, the Borrower shall pay all unpaid Fronting Fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.6. From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing
Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.



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(j) At any time that there shall exist a Defaulting Lender, within three (3) Business Days
following the written request of the Agent or the applicable Issuing Bank (with a copy to the
Agent) the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to
such Defaulting Lender (determined after giving effect to Section 2.11(a)(iv) and any Cash
Collateral provided by such Defaulting Lender) in an amount not less than an amount equal to 100%
of the Fronting Exposure of the applicable Issuing Bank with respect to Letters of Credit issued
and outstanding at such time. Cash Collateral (or the appropriate portion thereof) provided to
reduce the applicable Issuing Bank’s Fronting Exposure shall no longer be required to be held as
Cash Collateral pursuant to this Section 2.8(j) following (i) the elimination of the
applicable Fronting Exposure (including by the termination of Defaulting Lender status of the
applicable Lender), or (ii) the determination by the Agent and the applicable Issuing Bank that
there exists excess Cash Collateral; provided that, subject to Section 2.11, the
Person providing Cash Collateral and the applicable Issuing Bank may agree that Cash Collateral
shall be held to support future anticipated Fronting Exposure or other obligations and
provided further that to the extent that such Cash Collateral was provided by the
Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to
Section 7.2(b) below.



2.9 Extension. (a) Subject to the satisfaction of the conditions listed in
Section 2.9(b), the Borrower shall have the option to extend the Maturity Date then in
effect hereunder (the “Applicable Maturity Date”) twice, each time, for an additional six-month
period by executing and delivering to the Agent at least sixty (60) days but no more than one
hundred eighty (180) days prior to the Applicable Maturity Date, a written request in the form of
Exhibit E (an “Extension Request”), with the joinder in the Extension Request of each Guarantor.
The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent
promptly after receipt thereof. Upon satisfaction of the conditions listed in Section
2.9(b), the Applicable Maturity Date shall be extended to the date six months following the
Applicable Maturity Date.



(b) The extension of the Applicable Maturity Date under Section 2.9(a), of this
Agreement shall be conditioned upon, among other things, the following terms and conditions (which
conditions shall be in addition to those required by Section 2.6, Section 3, and
Section 2.9(a), as applicable, of this Agreement):




(i) Execution by the Borrower of a renewal and extension agreement for each Note in
Proper Form;




(ii) No Default or Event of Default must be in existence on the date of the
Extension Request or on the Applicable Maturity Date;




(iii) Payment of the Extension Fee as set forth in Section 2.6(c);




(iv) Delivery of an updated Officer’s Certificate with the Extension Request based
upon the financial data for the most recent calendar quarter for which an Officer’s
Certificate has been delivered by Borrower to Agent, but reflecting any changes in
Indebtedness since the date of such Officer’s Certificate; and



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(v) Such other documents, instruments and other items as Agent or any Lender shall
reasonably require to document the extension.



2.10 Competitive Bid Loans Subfacility.



(a) Competitive Bid Loans. Subject to the terms and conditions set forth herein, and
subject to the condition that one of the Investment Grade Ratings shall have been obtained and
shall be maintained by the Borrower, the Borrower may, from time to time, request in Dollars and
each Lender may, in its sole discretion, agree to make Competitive Bid Loans to the Borrower;
provided, however, that (i) the sum of the aggregate amount of Loans outstanding
plus the aggregate amount of LC Exposure shall not exceed the Total Commitment; (ii) the aggregate
amount of Competitive Bid Loans outstanding shall not exceed fifty percent (50%) of the Total
Commitment and (iii) if a Lender does make a Competitive Bid Loan it shall not reduce such Lender’s
obligation to fund its Percentage of any other Loan.



(b) Competitive Bid Requests. The Borrower may solicit Competitive Bids by delivery
of a Competitive Bid Request, together with the Competitive Bid Fee, to the Agent not later than
9:00 a.m., Pittsburgh, Pennsylvania, time, four (4) Business Days prior to the requested borrowing
of Competitive Bid Loan. A Competitive Bid Request must be substantially in the form of
Exhibit G and shall specify (A) the date of the requested Competitive Bid Loan (which shall
be a Business Day), (B) the amount of the requested Competitive Bid Loan (which shall be not less
than $5,000,000 and integral multiples of $100,000 in excess thereof), (C) the applicable Interest
Period or Interest Periods requested (to be not less than seven (7) days nor more than ninety (90)
days), and (D) a certification that the Borrower has complied in all respects with the provisions
of Section 3.1 applicable thereto. The Borrower may not request a Competitive Bid more
frequently than three (3) times per calendar quarter, and each Competitive Bid Request shall be
limited to one Interest Period.



(c) Competitive Bid Procedure. The Agent shall notify the Lenders of its receipt of a
Competitive Bid Request by 12:00 noon, Pittsburgh, Pennsylvania, time, on the date of receipt of
the applicable Competitive Bid Request and the contents thereof and invite the Lenders to submit
Competitive Bids in response thereto pursuant to the form of the Invitation for Competitive Bid
Quotes attached hereto in the form of Exhibit H. Each Lender may, in its sole discretion,
make up to two (2) Competitive Bids to the Borrower in response to a Competitive Bid Request. Each
Competitive Bid must be in the form of the Competitive Bid Quote attached hereto in the form of
Exhibit I and must be received by the Agent not earlier than 9:00 a.m., Pittsburgh,
Pennsylvania, time, and not later than 9:30 a.m., Pittsburgh, Pennsylvania, time, three (3)
Business Days prior to the proposed date of the requested Competitive Bid Loan; provided,
however, that should the Agent, in its capacity as a Lender, desire to submit a Competitive
Bid, it shall notify the Borrower of its Competitive Bid and the terms thereof not later than 8:30
a.m., Pittsburgh, Pennsylvania, time, on the day specified for submitting Competitive Bids. A
Lender may offer to make all or part of the requested Competitive Bid Loan and may submit up to two
(2) Competitive Bids in response to a Competitive Bid Request. Any Competitive Bid must specify
(A) the particular Competitive Bid Request as to which the Competitive Bid is submitted and the
proposed date of such Competitive Bid Loan, (B) the principal amount (which shall be not less



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than $5,000,000 and integral multiples of $100,000 in excess thereof or greater than the amount of
Competitive Bid Loan requested) of the requested Competitive Bid Loan as to which the Lender is
willing to make, (C) the LIBOR Bid Margin offered and the Interest Period applicable thereto.
Subject to Sections 3.1 and 3.5, a Competitive Bid submitted by a Lender in
accordance with the provisions hereof shall be irrevocable. Any Competitive Bid shall be
disregarded if it (1) is received after the applicable time specified above, (2) is not
substantially in the form of a Competitive Bid as specified herein, (3) contains qualifying,
conditional or similar language, (4) proposes terms other than or in addition to those set forth in
the applicable Competitive Bid Request, or (5) is otherwise not responsive to such Competitive Bid
Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a
corrected Competitive Bid (identified as such) not later than the applicable time requested for
submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall
constitute a revocation of the Competitive Bid that contained the manifest error. The Agent may,
but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s
Competitive Bid.



(d) Notice to Borrower of Competitive Bids. Not later than 10:00 a.m. Pittsburgh,
Pennsylvania, time, three (3) Business Days prior to the requested date of any Competitive Bid
Loans, the Agent shall provide the Borrower a copy of all the bids made by the Lenders pursuant to
Section 2.10(c).



(e) Acceptance of Competitive Bids. The Borrower may, in its sole discretion, subject
only to the provisions of this clause (e), accept or refuse any Competitive Bid offered to it. To
accept a Competitive Bid, the Borrower shall give oral notification of its acceptance of any or all
such Competitive Bids (which shall be promptly confirmed in writing) to the Agent by 10:30 a.m.,
Pittsburgh, Pennsylvania, time, three (3) Business Days prior to the date of the proposed
Competitive Bid Loan; provided, however, (A) the failure by the Borrower to give
timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof,
(B) to the extent Competitive Bids are for comparable Interest Periods, the Borrower may accept
Competitive Bids only in ascending order of rates, (C) the aggregate amount of Competitive Bids
accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid
Request, (D) if the Borrower shall accept a bid or bids made at a particular Competitive Bid Rate,
but the amount of such bid or bids shall cause the total amount of bids to be accepted by the
Borrower to be in excess of the amount specified in the Competitive Bid Request, then the Borrower
shall accept a portion of such bid or bids in an amount equal to the amount specified in the
Competitive Bid Request less the amount of all other Competitive Bids accepted with respect to such
Competitive Bid Request, which acceptance in the case of multiple bids at such Competitive Bid
Rate, shall be made pro rata in accordance with the amount of each such bid at such Competitive Bid
Rate and (E) no bid shall be accepted for a Competitive Bid Loan unless such Competitive Bid Loan
is in a minimum principal amount of $5,000,000 and integral multiples of $100,000 in excess
thereof, except that where a portion of a Competitive Bid is accepted in accordance with the
provisions of clause (D) of this clause (e), then in a minimum principal amount of $500,000 and
integral multiples of $100,000 (but not in any event less than the minimum amount specified in the
Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple
bids at a particular Competitive Bid Rate



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pursuant to clause (D) of this clause (e), the amounts shall be rounded to integral multiples of
$100,000 in a manner which shall be in the discretion of the Agent. A notice of acceptance of a
Competitive Bid given by the Borrower in accordance with the provisions hereof shall be
irrevocable. The Agent shall promptly notify each bidding Lender whether or not its Competitive
Bid has been accepted (and if so, in what amount and at what rate), and each successful bidder will
thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive
Bid Loan in respect of which its bid has been accepted.



(f) Funding of Competitive Bid Loans. Each Lender which is to make a Competitive Bid
Loan shall make its Competitive Bid Loan available to the Agent by not later than 12:00 noon,
Pittsburgh, Pennsylvania, time on the date specified in the Competitive Bid Request by deposit of
immediately available funds at the Agent’s principal office in Pittsburgh, Pennsylvania, or at such
other address as the Agent may designate in writing. Such amounts received by Agent will be held
in Agent’s general ledger account. The amounts so received by the Agent shall, subject to the
terms and conditions of this Agreement, be made available to the Borrower on the same day by wiring
or otherwise transferring immediately available funds not later than 2:00 p.m., Pittsburgh,
Pennsylvania, time, such amount to an account designated by Borrower and maintained with PNC in
Pittsburgh, Pennsylvania, or any other account or accounts which the Borrower may from time to time
designate to the Agent by a written notice as the account or accounts to which borrowings hereunder
are to be wired or otherwise transferred.



(g) Maturity of Competitive Bid Loans. Each Competitive Bid Loan shall mature and be
due and payable in full on the last day of the Interest Period applicable thereto and, in any case,
no later than the Maturity Date.



(h) Competitive Bid Loan Notes. The Competitive Bid Loans made by a Lender shall be
evidenced by a duly executed promissory note in the form of Exhibit F.



2.11 Defaulting Lenders.



(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained
in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender
is no longer a Defaulting Lender, to the extent permitted by applicable law:




(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as specified in the definition of Majority Lenders.




(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees
or other amounts received by the Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article 7 or
otherwise) shall be applied to the Obligations of the Parties at such time or times
as may be determined by the Agent as follows: first, to the payment of any amounts
owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a



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pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or
PNC as the provider of Swing Loans hereunder; third, to Cash Collateralize each
Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in
accordance with Section 2.8(j); fourth, as the Borrower may request (so long
as no Default or Event of Default exists), to the funding of any Loan in respect of
which such Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Agent; fifth, if so determined by the Agent and
the Borrower, to be held in a deposit account and released pro rata in order to (x)
satisfy such Defaulting Lender’s potential future funding obligations with respect
to Loans under this Agreement and (y) Cash Collateralize each Issuing Bank’s future
Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section
2.8(j); sixth, to the payment of any amounts owing to the Lenders, the Issuing
Banks or PNC as the provider of Swing Loans hereunder as a result of any judgment of
a court of competent jurisdiction obtained by any Lender, any Issuing Bank or PNC
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; seventh, so long as no Default or Event of Default
exists, to the payment of any amounts owing to the Borrower as a result of any
judgment of a court of competent jurisdiction obtained by the Borrower against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a
payment of the principal amount of any Loans or Letter of Credit borrowing in
respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made or the related Letters of Credit were issued at a time
when the conditions specified in Section 3.1 were satisfied or waived, such
payment shall be applied solely to pay the Loans of, and Letter of Credit borrowings
owed to, all non-defaulting Lenders on a pro rata basis prior to being applied to
the payment of any Loans of, or Letter of Credit borrowings owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in
Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance
with the Total Commitments without giving effect to Section 2.11(a)(iv). Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash
Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.




(iii) Certain Fees.




(1) Each Defaulting Lender shall be entitled to receive a Facility Fee
for any period during which that Lender is a Defaulting Lender only to
extent allocable to the sum of (x) the outstanding principal amount of the
Loans funded by it, and (y) its pro rata share of the stated



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amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 2.8(j).




(2) Each Defaulting Lender shall be entitled to receive Letter of
Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its pro rata share of the stated amount of
Letters of Credit for which it has provided Cash Collateral pursuant to
Section 2.8(j).




(3) With respect to any Facility Fee or Letter of Credit Fee not
required to be paid to any Defaulting Lender pursuant to clause (1) or (2)
above, the Borrower shall (x) pay to each non-defaulting Lender that portion
of any such fee otherwise payable to such Defaulting Lender with respect to
such Defaulting Lender’s participation in Letters of Credit or Swing Loans
that has been reallocated to such non-defaulting Lender pursuant to clause
(iv) below, (y) pay to each Issuing Bank and PNC, as the provider of Swing
Loans hereunder, as applicable, the amount of any such fee otherwise payable
to such Defaulting Lender to the extent allocable to such Issuing Bank’s or
PNC’s Fronting Exposure to such Defaulting Lender, and (z) not be required
to pay the remaining amount of any such fee.




(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any
part of such Defaulting Lender’s participation in Letters of Credit and Swing Loans
shall be reallocated among the non-defaulting Lenders in accordance with their
respective Percentages (calculated without regard to such Defaulting Lender’s Lender
Commitment) but only to the extent that such reallocation does not cause the
Revolving Credit Exposure of any non-defaulting lender to exceed such non-defaulting
Lender’s Lender Commitment. Subject to Section 9.15, no reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a non-defaulting Lender as a result of such
non-defaulting Lender’s increased exposure following such reallocation.




(v) Cash Collateral, Repayment of Swing Loans. If the reallocation
described in clause (iv) above cannot, or can only partially, be effected, the
Borrower shall, without prejudice to any right or remedy available to it hereunder
or under law, (x) first, prepay Swing Loans in an amount equal to PNC’s Fronting
Exposure and (y) second, Cash Collateralize each Issuing Bank’s Fronting Exposure in
accordance with the procedures specified in Section 2.8(j).



(b) Defaulting Lender Cure. If the Borrower, the Agent, PNC, as the provider of Swing
Loans hereunder, and each Issuing Bank agree in writing that a Lender is no longer a Defaulting
Lender, the Agent will so notify the parties hereto, whereupon as of the effective date



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specified in such notice and subject to any conditions specified therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,
purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Agent may determine to be necessary to cause the Loans and funded and unfunded
participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in
accordance with the Total Commitments (without giving effect to Section 2.11(a)(iv),
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrower while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from
Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.



(c) New Swing Loans/Letters of Credit. So long as any Lender is a Defaulting Lender,
(i) PNC, as the provider of Swing Loans hereunder, shall not be required to fund any Swing Loans
unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing
Loan (determined after giving due consideration to Section 2.11(a)(iv)) and (ii) no Issuing
Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is
satisfied that it will have no Fronting Exposure after giving effect thereto (determined after
giving due consideration to Section 2.11(a)(iv)).



3. Conditions.



3.1 All Loans. The obligation of any Lender to make any Loan, or to issue, renew or
extend any Letter of Credit, is subject to the accuracy of all representations and warranties of
the Borrower on the date of such Loan, or the issuance, renewal or extension of such Letter of
Credit, to the performance by the Borrower of its obligations under the Credit Documents and to the
satisfaction of the following further conditions: (a) the Agent shall have received the following,
all of which shall be duly executed and in Proper Form: (1) a Request for Loan (i) by 11:00 a.m.,
Pittsburgh, Pennsylvania time, one (1) Business Day before the date (which shall also be a Business
Day) of the proposed Loan which is to be a Base Rate Borrowing (other than Swing Loans and Base
Rate Borrowings to finance the reimbursement of an LC Disbursement as contemplated by Section
2.8(e) hereof), (ii) by 12:00 noon, Pittsburgh, Pennsylvania, time, on the same Business Day of
any proposed Swing Loan or Base Rate Borrowings to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.8(e) hereof, or (iii) by the Rate Designation Date of the
proposed Loan which is to be a LIBOR Borrowing; and (2) such other documents as the Agent may
reasonably require to satisfy itself or the request of any Lender; (b) no Default or Event of
Default shall have occurred and be continuing, nor would occur after the making of any Loan or the
issuance or extension of any Letter of Credit; (c) the making of the Loan or the issuance, renewal,
or extension of such Letter of Credit, shall not be prohibited by any Legal Requirement; (d) the
Borrower shall have paid all legal fees and expenses of the type described in Section 5.10
hereof through the date of such Loan; and (e) in the case of a Loan other than a Swing Loan,
all Swing Loans then outstanding shall have been paid or shall be paid with the proceeds of such
Loan.



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3.2 First Loan. In addition to the matters described in Section 3.1 hereof,
the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt
by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the
Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fourth Amended and
Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate
executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to
the resolutions of such Person authorizing the execution of the Credit Documents and as to the
incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other
appropriate public official of the state of organization of each Obligor as to the continued
existence and good standing of such Obligor; (f) a certificate from the appropriate public official
of every state where the location of the Obligor’s Property requires it to be qualified to do
business as to the due qualification and good standing of such Obligor; (g) a legal opinion from
independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to
the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter
ending March 31, 2018; (i) such documentation and other information requested by Lenders in
connection with applicable “know your customer” and anti-money laundering rules and regulations,
including the USA Patriot Act, and (j) the termination of the Existing Credit Agreement; and to the
further condition that, at the time of the initial Loan, all legal matters incident to the
transactions herein contemplated shall be satisfactory to Alston & Bird LLP, counsel for the Agent.



3.3 Options Available. The outstanding principal balance of the Notes shall bear
interest at the Adjusted Base Rate (the “Base Rate Option”); provided, that (a) all past
due amounts, both principal and accrued interest, shall bear interest at the Past Due Rate, (b) the
outstanding balance of the Swing Loan Note shall bear interest at the Adjusted Base Rate, (c)
subject to the provisions hereof, Borrower shall have the option of having all or any portion of
the principal balance of the Revolving Notes, other than the Swing Loan Note, from time to time
outstanding bear interest at Adjusted LIBOR (the “LIBOR Option”), and (d) each Competitive Bid Loan
shall bear interest at the Competitive Bid Rate applicable to such Competitive Bid Loan. The
records of the Lenders with respect to Interest Options, Interest Periods and the amounts of Loans
to which they are applicable shall be prima facie evidence thereof. Interest on the Loans shall be
calculated at the Adjusted Base Rate except where it is expressly provided pursuant to this
Agreement that Adjusted LIBOR is to apply.



3.4 Designation and Conversion. Borrower shall have the right to designate, continue
or convert its Interest Options in accordance with the provisions hereof. Provided no Event of
Default has occurred and is continuing and subject to the provisions of Section 3.5,
Borrower may elect to have Adjusted LIBOR apply or continue to apply to all or any portion of the
principal balance of the Revolving Notes, other than the Swing Loan Note. Each change in Interest
Options shall be a conversion of the rate of interest applicable to the specified portion of the
Loans, but such conversion shall not change the respective outstanding principal balance of the
Revolving Notes. The Interest Options shall be designated or converted in the manner provided
below:



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(a) Borrower shall give Agent a Request for Loan. Each such written notice shall specify the
amount of Loan which is the subject of the designation, if any; the amount of borrowings into which
such borrowings are to be converted or for which an Interest Option is designated; the proposed
date for the designation, continuation or conversion and the Interest Period, if any, selected by
Borrower. The Request for Loan shall be irrevocable and shall be given to Agent no later than the
applicable Rate Designation Date. The Agent shall promptly deliver the Request for Loan to the
Lenders.



(b) No more than ten (10) LIBOR Borrowings and Competitive Bid Loans with ten (10) Interest
Periods shall be in effect at any time.



(c) Each designation, continuation or conversion of a LIBOR Borrowing shall occur on a
Business Day.



(d) Except as provided in Section 3.5 hereof, no LIBOR Borrowing shall be converted on
any day other than the last day of the applicable Interest Period.



(e) Unless a Request for Loan to the contrary is received as provided in this Agreement, each
LIBOR Borrowing will convert to a Base Rate Borrowing after the expiration of the Interest Period.



(f) To the extent that any Default shall have occurred and shall continue to exist, Borrower
shall not have the right to elect an Interest Period longer than one (1) month.



3.5 Special Provisions Applicable to LIBOR Borrowings, Competitive Bid Loans and Letters
of Credit.



(a) Options Unlawful. If the adoption of any applicable Legal Requirement or any
change in any applicable Legal Requirement or in the interpretation or administration thereof by
any Governmental Authority or compliance by the Lenders with any request or directive (whether or
not having the force of law) of any central bank or other Governmental Authority shall at any time
make it unlawful or impossible for any Lender to permit the establishment of or to maintain any
LIBOR Borrowing or Competitive Bid Loan, or to issue or participate in Letters of Credit, the
commitment of the Lenders to establish or maintain such LIBOR Borrowing or Competitive Bid Loan, or
to issue or participate in Letters of Credit, shall forthwith be suspended until such condition
shall cease to exist and Borrower shall forthwith, upon demand by Agent to Borrower, (1) convert
the LIBOR Borrowing or Competitive Bid Loan with respect to which such demand was made to a Base
Rate Borrowing; (2) pay all accrued and unpaid interest to date on the amount so converted; and (3)
pay any amounts required to compensate the Lenders for any additional cost or expense which the
Lenders may incur as a result of such adoption of or change in such Legal Requirement or in the
interpretation or administration thereof and any Funding Loss which the Lenders may incur as a
result of such conversion. If, when Agent so notifies Borrower, Borrower has given a Request for
Loan specifying a LIBOR Borrowing or Competitive Bid Loan but the selected Interest Period has not
yet begun, such Request for Loan



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shall be deemed to be of no force and effect, as if never made, and the balance of the Loans
specified in such Request for Loan shall bear interest at the Base Rate until a different available
Interest Option shall be designated in accordance herewith.



(b) Increased Cost of Borrowings. If any Change in Law shall at any time as a result
of any portion of the principal balance of the Notes being maintained on the basis of LIBOR; or as
a result of any Lender issuing or participating in any Letter of Credit:




	 	(1)	 	subject any Lender or any Issuing Bank (or make it apparent that any Lender or
any Issuing Bank is subject) to any Taxes, or any deduction or withholding for any
Taxes, on or from any payment due under any LIBOR Borrowing or Competitive Bid Loan or
other amount due hereunder, other than income and franchise taxes of the United States
and its political subdivisions; or






	 	(2)	 	change the basis of taxation of payments due from Borrower to any Lender under
any LIBOR Borrowing or Competitive Bid Loan or to any Issuing Bank or any Lender of any
Letter of Credit (otherwise than by a change in the rate of taxation of the overall net
income of a Lender or an Issuing Bank); or






	 	(3)	 	impose, modify, increase or deem applicable any reserve requirement (excluding
that portion of any reserve requirement included in the calculation of the applicable
LIBOR), special deposit requirement or similar requirement (including, but not limited
to, state law requirements and Regulation D) imposed, modified, increased or deemed
applicable by any Governmental Authority against assets held by any Lender or any
Issuing Bank, or against deposits or accounts in or for the account of any Lender or
any Issuing Bank, or against loans made by any Lender, or against any other funds,
obligations or other property owned or held by any Lender or any Issuing Bank; or






	 	(4)	 	impose on any Lender or any Issuing Bank any other condition regarding any
LIBOR Borrowing or Competitive Bid Loan, or any Letter of Credit;





and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or
of making, continuing or maintaining such LIBOR Borrowing or Competitive Bid Loan, or issuing,
participating in or monitoring such Letter of Credit, or reduce the amount of any sum received by
any Lender or any Issuing Bank, then, upon demand by Agent, Borrower shall pay to such Lender or
such Issuing Bank, from time to time as specified by such Lender or such Issuing Bank, additional
amounts which shall compensate such Lender or such Issuing Bank for such increased cost or reduced
amount. Agent will promptly notify Borrower in writing of any event which will entitle any Lender
or any Issuing Bank to additional amounts pursuant to this paragraph. A Lender’s or an Issuing
Bank’s determination of the amount of any such increased cost, increased reserve requirement or
reduced amount shall be prima facie evidence thereof. Borrower shall have the right, if it receives
from Agent any notice referred to in this paragraph, upon three Business Days’ notice to Agent,
either (i) to repay in full (but not in part) any borrowing with respect to which such notice was
given, together with any accrued interest



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thereon, or (ii) to convert the LIBOR Borrowing or Competitive Bid Loan which is the subject of the
notice to a Base Rate Borrowing; provided, that any such repayment or conversion shall be
accompanied by payment of (x) the amount required to compensate a Lender or an Issuing Bank for the
increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid
interest to date on the amount so repaid or converted, and (z) any Funding Loss which any Lender
may incur as a result of such repayment or conversion.



(c) Inadequacy of Pricing, and Rate Determination. If for any reason with respect to
any Interest Period Agent shall have determined (which determination shall be prima facie evidence
thereof) that:




	 	(1)	 	Agent is unable through its customary general practices to determine any
applicable LIBOR, or






	 	(2)	 	by reason of circumstances affecting the applicable market generally, Agent is
not being offered deposits in United States dollars in such market, for the applicable
Interest Period and in an amount equal to the amount of any applicable LIBOR Borrowing
or Competitive Bid Loan requested by Borrower, or






	 	(3)	 	any applicable LIBOR will not adequately and fairly reflect the cost to the
Lenders of making and maintaining such LIBOR Borrowing or Competitive Bid Loan
hereunder for any proposed Interest Period,





then Agent shall give Borrower and each Lender notice thereof and thereupon, (A) any Request for
Loan previously given by Borrower designating the applicable LIBOR Borrowing or Competitive Bid
Loan which has not commenced as of the date of such notice from Agent shall be deemed for all
purposes hereof to be of no force and effect, as if never given, and (B) until Agent shall notify
Borrower that the circumstances giving rise to such notice from Agent no longer exist, each Request
for Loan requesting the applicable LIBOR shall be deemed a request for a Base Rate Borrowing, and
any applicable LIBOR Borrowing or Competitive Bid Loan then outstanding shall be converted, without
any notice to or from Borrower, upon the termination of the Interest Period then in effect with
respect to it, to a Base Rate Borrowing. For purposes of this Section 3.5(c), LIBOR shall
be deemed to include any replacement rate implemented under Section 3.5(d).



(d) Successor LIBOR Rate Index.  




	 	(i)	 	If the Agent determines (which determination shall be final and conclusive,
absent manifest error) that either (a) (i) the circumstances set forth in Section
3.5(a) or Section 3.5(c) have arisen and are unlikely to be temporary, or
(ii) the circumstances set forth in Section 3.5(a) or Section 3.5(c)
have not arisen but the applicable supervisor or administrator (if any) of LIBOR or a
Governmental Authority having jurisdiction over the Agent has made a public statement
identifying the specific date after which LIBOR shall no longer be used for determining
interest rates for loans (either such date, a “LIBOR Termination





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Date”), or (b) a rate other than LIBOR has become a widely recognized benchmark rate
for newly originated loans in Dollars in the U.S. market, then the Agent may (in
consultation with the Borrower) choose a replacement index for LIBOR and make
adjustments to the Applicable Margin and related amendments to this Agreement as
referred to below such that, to the extent practicable, the all-in interest rate
based on the replacement index will be substantially equivalent to the all-in
LIBOR-based interest rate in effect prior to its replacement.




	 	(ii)	 	The Agent and the Borrower shall enter into an amendment to this Agreement to
reflect the replacement index, adjust the Applicable Margin and such other related
amendments as may be appropriate, in the reasonable discretion of the Agent, for the
implementation and administration of the replacement index-based rate. Notwithstanding
anything to the contrary in this Agreement or the other Credit Documents (including,
without limitation, Section 8.1(b) and Section 9.1) such amendment
shall become effective without any further action or consent of any other party to this
Agreement at 5:00 p.m. New York City time on the tenth (10th) Business Day
after the date a draft of the amendment is provided to the Lenders, unless the Agent
receives, on or before such tenth (10th) Business Day, a written notice from
the Majority Lenders stating that such Lenders object to such amendment.






	 	(iii)	 	Selection of the replacement index, adjustments to the Applicable Margin, and
amendments to this Agreement (i) will be determined with due consideration to the
then-current market practices for determining and implementing a rate of interest for
newly originated loans in the United States and loans converted from a LIBOR-based rate
to a replacement index-based rate, and (ii) may also reflect adjustments to account for
(x) the effects of the transition from LIBOR to the replacement index and (y) yield- or
risk-based differences between LIBOR and the replacement index.






	 	(iv)	 	Until an amendment reflecting a new replacement index in accordance with this
Section 3.5(d) is effective, each advance, conversion and renewal of a Loan
under the LIBOR Option will continue to bear interest with reference to LIBOR; provided
however, that if the Agent determines (which determination shall be final and
conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then
following the LIBOR Termination Date, all Loans as to which the LIBOR Option would
otherwise apply shall automatically be converted to the Base Rate Option until such
time as an amendment reflecting a replacement index and related matters as described
above is implemented.






	 	(v)	 	Notwithstanding anything to the contrary contained herein, if at any time the
replacement index is less than zero, at such times, such index shall be deemed to be
zero for purposes of this Agreement.





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(e) Funding Losses. Borrower shall indemnify the Agent and each Lender against and
hold the Agent and each Lender harmless from any Funding Loss. This agreement shall survive the
payment of the Notes. A certificate as to any additional amounts payable pursuant to this
subsection and setting forth the reasons for the Funding Loss submitted by Agent to Borrower shall
be prima facie evidence thereof.



3.6 Funding Offices, Adjustments Automatic. Any Lender may, if it so elects, fulfill
its obligation as to any LIBOR Borrowing or Competitive Bid Loan by causing a branch or Affiliate
of such Lender to make such Loan and may transfer and carry such Loan at, to, or for the account
of, any branch office or Affiliate of such Lender; provided, that in such event for the purposes of
this Agreement such Loan shall be deemed to have been made by such Lender and the obligation of
Borrower to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it for
the account of such branch or Affiliate. Without notice to Borrower or any other person or entity,
each rate required to be calculated or determined under this Agreement shall automatically
fluctuate upward and downward in accordance with the provisions of this Agreement.



3.7 Funding Sources, Payment Obligations. Notwithstanding any provision of this
Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or
any part of the Loans in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder shall be made as if each Lender had
actually funded and maintained each LIBOR Borrowing or Competitive Bid Loan during each Interest
Period through the purchase of deposits having a maturity corresponding to such Interest Period and
bearing an interest rate equal to the LIBOR for such Interest Period. Notwithstanding the
foregoing, Funding Losses, increased costs and other obligations relating to LIBOR Borrowings or
Competitive Bid Loans described in Section 3.5 of this Agreement will only be paid by the
Borrower as and when they are actually incurred or as and when they would have been incurred by the
Lenders.



3.8 Mitigation, Non-Discrimination. (a) Each Lender will notify the Borrower through
the Agent of any event occurring after the date of this Agreement which will require or enable such
Lender to take the actions described in Sections 3.5(a) or (b) of this Agreement as
promptly as practicable after it obtains knowledge thereof and determines to request such action,
and (if so requested by the Borrower through the Agent) will designate a different lending office
of such Lender for the applicable LIBOR Borrowing or Competitive Bid Loan or will take such other
action as the Borrower reasonably requests if such designation or action is consistent with the
internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no
additional cost, will avoid the need for, or reduce the amount of, such action and will not, in the
sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender
will have no obligation to designate a different lending office which is located in the United
States of America).



(b) Notwithstanding any other provision of this Agreement, no Lender shall demand compensation
at any given time for any increased costs or reduction referred to in Sections 3.5 or
5.14 of this Agreement if it is not the general policy or practice of such Lender to demand
such



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compensation at such time in similar circumstances under comparable provisions of other credit
agreements (to the extent such Lender has the right under such credit facilities to do so), if any
(it being understood that this sentence shall not in any way limit the discretion of such Lender to
waive the right to demand such compensation in any given case).



(c) If any Lender elects under Section 3.5 of this Agreement to suspend or terminate
the availability of LIBOR Borrowings or Competitive Bid Loans for any material period of time, and
the event giving rise to such election is not generally applicable to all of the Lenders, the
Borrower may within sixty (60) days after notification of such Lender’s election, and so long as no
Event of Default is then in existence, either (i) demand that such Lender, and upon such demand,
such Lender shall promptly, assign its Lender Commitment to another financial institution subject
to and in accordance with the provisions of Section 9.5 of this Agreement for a purchase
price equal to the unpaid balance of principal, accrued interest, the unpaid balance of the
Facility Fee and Letter of Credit Fees and expenses owing to such Lender pursuant to this
Agreement, or (ii) pay such Lender the unpaid balance of principal, accrued interest, the unpaid
balance of the Facility Fee and Letter of Credit Fees and expenses owing to such Lender pursuant to
this Agreement, whereupon, such Lender shall no longer be a party to this Agreement or have any
rights or obligations hereunder or under any other Credit Documents, and the Total Commitment shall
immediately and permanently be reduced by an amount equal to the Lender Commitment of such Lender.



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



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



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



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



(e) Each Lender or assignee or participant of a Lender that is not incorporated under the
Legal Requirements of the United States of America or a state thereof (and, upon the written
request of the Agent, each other Lender or assignee or participant of a Lender) agrees that it will
deliver to each of the Borrower and the Agent two (2) duly completed appropriate valid Withholding
Certificates (as defined under Section 1.1441-1(c)(16) of the Federal Income Tax Regulations
promulgated under the Code (“Regulations”)) certifying its status (i.e., U.S. or foreign person)
and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the
basis of an income tax treaty or an exemption provided by the Code. Such delivery may be made by
electronic transmission as described in Section 1.1441-1(e)(4)(iv) of the Regulations if the Agent
establishes an electronic delivery system. Further, if a payment made to a Lender under any Credit
Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to
the Borrower and the Agent at the time or times prescribed by law and at such time or times
reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law
and such additional documentation reasonably requested by the Borrower or the Agent as may be
necessary for the Borrower and the Agent to comply with their obligations under FATCA and to
determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. The term “Withholding Certificate” means a
Form W-9; a Form W-8BEN or W-8BEN-E, as applicable; a Form W-8ECI; a form W-8IMY and the related
statements and certifications as required under Section 1.871-14(c)(2)(v) of the Regulations; or
any other certificates under the Code or Regulations that certify or establish the status of a
payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant
required to deliver to the Borrower and the Agent a valid Withholding Certificate pursuant to the
preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender
which is a party hereto on the date of this Agreement shall deliver such valid Withholding
Certificate at least five (5) Business Days prior to the first date on which any interest or fees
are payable by the Borrower hereunder for the account of such Lender; and (B) each assignee or
participant shall deliver such valid Withholding Certificate at least five (5) Business Days before
the effective date of such assignment or participation (unless the Agent in its sole discretion
shall permit such assignee or participant to deliver such Withholding Certificate less than five
(5) Business Days before such date in which case it shall be due on the date specified by the
Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate
further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of
such Withholding Certificate (or a successor form) on or before the date that such Withholding
Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in
the most recent Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent.
Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or



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exemption from, U.S. withholding tax, the Agent shall be entitled to withhold United States federal
income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so
under the due diligence requirements imposed upon a withholding agent under Section 1.1441-7(b) of
the Regulations. Further, the Agent is indemnified under Section 1.1461-1(e) of the Regulations
against any claims and demands of any Lender or assignee or participant of a Lender for the amount
of any tax it deducts and withholds in accordance with regulations under Section 1441 of the Code.



4. Representations and Warranties.



To induce the Lenders to enter into this Agreement and to make the Loans, the Borrower jointly
and severally represents and warrants to the Agent, the Lenders and the Issuing Banks as follows:



4.1 Organization. Each Obligor is duly organized, validly existing and in good
standing under the laws of the state of its organization; has all power and authority to conduct
its business as presently conducted; and is duly qualified to do business and in good standing in
every state where the location of its Property requires it to be qualified to do business, unless
the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.



4.2 Financial Statements. The financial statements delivered to the Agent fairly
present, in accordance with Generally Accepted Accounting Principles (provided, however, that the
Quarterly Unaudited Financial Statements are subject to normal year-end adjustments and may contain
condensed footnotes as permitted by regulations of the United States Securities and Exchange
Commission), the financial condition and the results of operations of the Borrower as at the dates
and for the periods indicated. No Material Adverse Change has occurred since the dates of such
financial statements. No Obligor is subject to any instrument or agreement which would materially
prevent it from conducting its business as it is now conducted or as it is contemplated to be
conducted.



4.3 Enforceable Obligations; Authorization. The Credit Documents are legal, valid and
binding obligations of the Parties, enforceable in accordance with their respective terms, except
as may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights generally
and by general equitable principles. The execution, delivery and performance of the Credit
Documents have all been duly authorized by all necessary action; are within the power and authority
of the Parties; do not and will not contravene or violate any Legal Requirement or the
Organizational Documents of the Parties; do not and will not result in the breach of, or constitute
a default under, any agreement or instrument by which the Parties or any of their respective
Property may be bound or affected; and do not and will not result in the creation of any Lien upon
any Property of any of the Parties except as expressly contemplated therein. All necessary
permits, registrations and consents for such making and performance have been obtained.



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4.4 Other Debt. No Obligor is in default in the payment of any other Total
Liabilities or under any agreement, mortgage, deed of trust, security agreement or lease to which
it is a party.



4.5 Litigation. There is no litigation or administrative proceeding pending or, to
the knowledge of the Borrower, threatened against, or any outstanding judgment, order or decree
affecting, the Obligors before or by any Governmental Authority which could reasonably be expected
to result in liabilities to the Borrower or any Obligor in an amount in excess of $25,000,000. No
Obligor is in default with respect to any judgment, order or decree of any Governmental Authority.



4.6 Taxes. Each Obligor has filed all tax returns required to have been filed and
paid all taxes shown thereon to be due, except those for which extensions have been obtained or
those which are being contested in good faith.



4.7 Margin Stock. No Obligor engages or intends to engage principally, or as one of
its important activities, in the business of extending credit for the purpose, immediately,
incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of
Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System). No
part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately,
to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing
or carrying any margin stock or which is inconsistent with the provisions of Regulations U, T or X
of the Board of Governors of the Federal Reserve System. No Obligor holds or intends to hold
margin stock in such amounts that more than 25% of the reasonable value of the assets of any such
Obligor are or will be represented by margin stock.



4.8 Subsidiaries. The Borrower has no Subsidiaries (excluding wholly-owned
Subsidiaries which have executed a Guaranty) which individually or in the aggregate own more than
ten percent (10%) in value of the Borrower’s and the Subsidiaries’ consolidated assets determined
in accordance with Generally Accepted Accounting Principles. Each of the Borrower’s Subsidiaries
is a “qualified REIT subsidiary” under Section 856 of the Code.



4.9 Securities Act of 1933. Other than the Agent’s efforts in syndicating the Loans
(for which the Agent is responsible) neither the Borrower nor any agent acting for it has offered
the Notes or any similar obligation of the Borrower for sale to or solicited any offers to buy the
Notes or any similar obligation of the Borrower from any Person other than the Agent or any Lender.



4.10 No Contractual or Corporate Restrictions. No Obligor is a party to, or bound by,
any contract, agreement or charter or other corporate restriction materially and adversely
affecting its business, Property, assets, operations or condition, financial or otherwise.



4.11 Investment Company Act Not Applicable. The Borrower is not (i) an “investment
company”, or a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended or (ii) subject to any other applicable law which
purports to restrict its ability to borrow money or obtain other extensions of credit or to



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consummate the transactions contemplated herein or to perform its obligations under any Credit
Document to which it is a party.



4.12 [Reserved].



4.13 ERISA Not Applicable. No Obligor is subject to any requirements of the Employee
Retirement Income Security Act of 1974 as amended from time to time, or any rules, regulations,
rulings or interpretations adopted by the Internal Revenue Service or the Department of Labor
thereunder.



4.14 Pool Properties. As of the date of this Agreement, the Properties in the Pool
are listed on the attachment to the Officer’s Certificate being delivered pursuant to Section
3.2 and each such Property complies with the requirements of Section 5.15.



4.15 Anti-Money Laundering/Anti-Corruption/International Trade Law Compliance.



As of the date of this Agreement, the date of each Loan, each issuance, renewal, extension or
increase in the amount of a Letter of Credit, the date of any renewal, extension or modification of
this Agreement, and at all times until this Agreement has been terminated and all amounts
thereunder have been indefeasibly paid in full: (a) no Covered Entity (i) is a Sanctioned Person;
(ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a
Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from
investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of
any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of
the Loans, and the Letters of Credit, will not be used to fund any operations in, finance any
investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person
in violation of any law, regulation, order or directive enforced by any Compliance Authority;
(c) the funds used to repay the Loans and LC Disbursements are not derived from any unlawful
activity; (d) each Covered Entity is in compliance with, and no Covered Entity engages in any
dealings or transactions prohibited by, any laws of the United States, including, but not limited
to, any Anti-Terrorism Laws and (e) each Covered Entity has conducted its business in compliance
with all Anti-Corruption Laws and has instituted and maintained policies and procedures designed to
promote and achieve compliance with such laws.



4.16 Disclosure. The representations and warranties of Borrower contained in the
Credit Documents and all certificates, financial statements and other documents delivered to the
Agent in connection therewith, do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading. As of the date of this
Agreement, Borrower has not intentionally withheld any material fact from the Agent and the Lenders
in regard to any matter raised in the Credit Documents.



5. Affirmative Covenants.



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The Borrower jointly and severally covenants and agrees with the Agent, the Lenders and the
Issuing Banks that prior to the termination of this Agreement it and each of the other Obligors
will do, and if necessary cause to be done, each and all of the following:



5.1 Taxes, Existence, Regulations, Property, etc. At all times (a) pay when due all
taxes and governmental charges of every kind upon it or against its income, profits or Property,
unless and only to the extent that the same shall be contested in good faith and reserves which are
adequate under Generally Accepted Accounting Principles have been established therefor; (b) do all
things necessary to preserve its existence, qualifications, rights and franchises in all States
where such qualification is necessary or desirable, except where failure to obtain the same could
not reasonably be expected to have a Material Adverse Effect; (c) comply with all applicable Legal
Requirements in respect of the conduct of its business and the ownership of its Property; and (d)
cause its Property to be protected, maintained and kept in good repair (reasonable wear and tear
excepted) and make all replacements and additions to its Property as may be reasonably necessary to
conduct its business.



5.2 Financial Statements and Information. Furnish to the Agent each of the following:
(a) as soon as available and in any event within 100 days after the end of each respective fiscal
year of the Borrower, Annual Audited Financial Statements of EastGroup Properties, Inc.; (b) as
soon as available and in any event within 50 days after the end of each quarter (except the last
quarter) of each respective fiscal year of the Borrower, Quarterly Unaudited Financial Statements
of EastGroup Properties Inc. (which shall include a statement of Funds From Operations); (c) within
fifty (50) days after the end of the calendar quarter and concurrently with the financial
statements provided for in Subsections 5.2(a) and (b) hereof, (i) an Officer’s
Certificate, together with such schedules, computations and other information (including, without
limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as
may be required by the Agent to demonstrate compliance with the covenants set forth herein or
reflecting any non-compliance therewith as of the applicable date, all certified as true, correct
and complete by a managing director, vice president or senior vice president, of Borrower, and (ii)
a current capital plan for the next four (4) calendar quarters including projected sources and uses
of funds (including dividend and debt payments); (d) promptly after the filing thereof, all
registration statements and reports on Forms 10-K and 10-Q (or their equivalents) made by the
Borrower or any of their respective Subsidiaries with the Securities and Exchange Commission, to be
delivered by electronic transmission or notice by electronic transmission of the filing thereof
(other filings shall be available for viewing on the Borrower’s website); (e) within ten (10)
Business Days after the receipt thereof, a copy of the notification to EastGroup Properties Inc.
of its S&P Rating or Moody’s Rating, or change therein; and (f) such other information relating to
the financial condition and affairs of the Borrower as from time to time may be reasonably
requested by any Lender. The Agent will send to each Lender the information received by the Agent
pursuant to this Section 5.2 promptly after the receipt thereof by Agent.



5.3 Financial Tests. The Borrower shall have and maintain, on a consolidated basis in
accordance with Generally Accepted Accounting Principles:



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(a) a Secured Debt to Total Asset Value Ratio no greater than forty percent (40%) at all
times;



(b) a Fixed Charge Coverage Ratio of not less than 1.50:1.00 at all times;



(c) [Reserved].



(d) an Unencumbered Interest Coverage Ratio of not less than 1.75:1.00 at all times; and



(e) a Total Liabilities to Total Asset Value Ratio no greater than sixty percent (60%) at all
times; provided, however, that if the Borrower’s Total Liabilities to Total Asset
Value Ratio exceeds sixty percent (60%) but is no greater than sixty-five (65%), then the Borrower
shall be deemed to be in compliance with this subsection (e) so long as (w) the Borrower or any
Subsidiary completed a Material Acquisition during the quarter in which such percentage first
exceeded sixty percent (60%), (x) such percentage does not exceed sixty percent (60%) after the
fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was
completed, (y) the Borrower shall not maintain compliance with this subsection (e) in reliance on
this proviso more than two times during the term of this Agreement and (z) such percentage is not
greater than sixty-five percent (65%) at any time.



5.4 Inspection. In order to permit the Agent to ascertain compliance with the Credit
Documents, during normal business hours permit the Agent to inspect its Property, to examine its
files, books and records and make and take away copies thereof, and to discuss its affairs with its
officers and accountants, all at such times and intervals and to such extent as a Lender may
reasonably desire.



5.5 Further Assurances. Promptly execute and deliver any and all other and further
instruments which may be reasonably requested by the Agent to cure any defect in the execution and
delivery of any Credit Document or more fully to describe particular aspects of the Borrower’s
agreements set forth in the Credit Documents or so intended to be.



5.6 Books and Records. Maintain books of record and account in accordance with
Generally Accepted Accounting Principles.



5.7 Insurance. Maintain insurance with such insurers, on such of its properties, in
such amounts and against such risks as is consistent with insurance maintained by businesses of
comparable type and size in the industry, and furnish the Agent satisfactory evidence thereof
promptly upon request.



5.8 Notice of Certain Matters. Notify the Agent promptly upon acquiring knowledge of
the occurrence of any of the following: the institution (or written threat) of any lawsuit or
administrative proceeding affecting any Obligor in which the claim could reasonably be expected to
exceed $5,000,000.00; when the Borrower believes that there has been a Material Adverse Change; or
the occurrence of any Event of Default or any Default. The Borrower will notify the



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Agent in writing at least thirty (30) Business Days prior to the date that any Obligor changes its
name or the location of its chief executive office or principal place of business or the place
where it keeps its books and records.



5.9 Use of Proceeds. The proceeds of the Loans will be used for general business
purposes, including acquisitions and development of real property. Notwithstanding the foregoing,
none of the proceeds of the Loans will be used to finance, fund or complete any hostile acquisition
of any Person or for any purpose which would violate Section 4.7 hereof.



5.10 Expenses of and Claims Against the Agent and the Lenders. To the extent not
prohibited by applicable law, the Borrower will pay all reasonable costs and expenses incurred to
third parties and reimburse the Agent, each Lender and each Issuing Bank, as the case may be, for
any and all reasonable expenditures of every character incurred or expended from time to time, in
connection with (a) regardless of whether a Default or Event of Default shall have occurred, the
Agent’s preparation, negotiation and completion of the Credit Documents, and (b) during the
continuance of an Event of Default, all costs and expenses relating to the Agent’s, such Lender’s
and such Issuing Bank’s exercising any of its rights and remedies under this Agreement or any other
Credit Document, including, without limitation, attorneys’ fees, legal expenses, and court costs;
provided, that no rights or option granted by the Borrower to the Agent, any Lender or any
Issuing Bank or otherwise arising pursuant to any provision of this Agreement or any other
instrument shall be deemed to impose or admit a duty on the Agent, any Lender or any Issuing Bank
to supervise, monitor or control any aspect of the character or condition of any property or any
operations conducted in connection with it for the benefit of the Borrower or any other person or
entity other than the Agent, such Lender or such Issuing Bank. Notwithstanding the foregoing,
Borrower shall have no obligation to reimburse any Lender for any service fee paid by any Lender
pursuant to the terms of Section 9.5(b) of this Agreement.



5.11 Legal Compliance, Indemnification. (a) The Obligors shall operate their
respective Property and businesses in full compliance with all Legal Requirements. EastGroup
Properties, Inc. will comply with all Legal Requirements to maintain, and will at all times qualify
as and maintain, its status as a real estate investment trust under Section 856(c)(1) of the Code.



(b) The Borrower shall indemnify the Agent, each Lender, and each Issuing Bank, their
directors, officers, employees and shareholders (the “Indemnified Parties”) for and defend
and hold the Indemnified Parties harmless against any and all claims, demands, liabilities, causes
of action, penalties, obligations, damages, judgments, deficiencies, losses, costs or expenses
(including, without limitation, interest, penalties, attorneys’ fees, and amounts paid in
settlement) threatened or incurred by reason of, arising out of or in any way related to (i) any
failure of any Obligor to so comply with the provisions of any Legal Requirement, this Agreement or
the other Credit Documents, (ii) the Agent or any Lender’s making of the Loans, issuing or
participating in any Letters of Credit, or any other acts or omissions taken or made in connection
with the Loans or Letters of Credit (including any refusal by any Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of the Letter of Credit), and (iii) any and all matters arising
out of any act, omission, event or circumstance, regardless of whether the act, omission, event or



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circumstance constituted a violation of any such Legal Requirement, this Agreement or the other
Credit Documents at the time of its existence or occurrence. THE BORROWER SHALL INDEMNIFY THE
AGENT, EACH LENDER AND EACH ISSUING BANK PURSUANT TO THIS SECTION REGARDLESS OF WHETHER THE ACT,
OMISSION, FACTS, CIRCUMSTANCES OR CONDITIONS GIVING RISE TO SUCH INDEMNIFICATION WERE CAUSED IN
WHOLE OR IN PART BY THE AGENT’S, SUCH LENDER’S OR SUCH ISSUING BANK’S NEGLIGENCE (SIMPLE, BUT NOT
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).



5.12 Obligors’ Performance. If any Obligor should fail to comply with any of the
agreements, covenants or obligations required of it under this Agreement or any other Credit
Document, then the Agent (in the Obligor’s name or in Agent’s name) may perform them or cause them
to be performed for the account of the said Obligor and at the sole expense of the Obligor, but
shall not be obligated to do so. Any and all expenses thus incurred or paid by the Agent and by
any Lender shall be the Borrower’s demand obligations to the Agent or such Lender and shall bear
interest from the date of demand therefor until the date that the Obligor repays it to the Agent or
the applicable Lender at the Past Due Rate. Upon making any such payment or incurring any such
expense, the Agent or the applicable Lender shall be fully subrogated to all of the rights of the
Person receiving such payment. Any amounts owing by any Obligor to the Agent or any Lender
pursuant to this provision or any other provision of this Agreement shall automatically and without
notice be secured by any collateral provided by the Credit Documents. The amount and nature of any
such expense and the time when paid shall, absent manifest error, be fully established by the
affidavit of the Agent or the applicable Lender or any of the Agent’s or the applicable Lender’s
officers or agents.



5.13 Professional Services. Promptly upon the Agent’s request to satisfy itself or
the request of any Lender, the Borrower, at the Borrower’s sole cost and expense, shall: (a) allow
an inspection and/or appraisal of the Obligors’ Property to be made by a Person approved by the
Agent in its sole discretion; and (b) whenever the Agent or such other Lender has reasonable cause
to believe that a Default or Event of Default may exist, cause to be conducted or prepared any
other written report, summary, opinion, inspection, review, survey, audit or other professional
service relating to the Obligors’ Property or any operations in connection with it (all as
designated in the Agent’s request), including, without limitation, any accounting, architectural,
consulting, engineering, design, legal, management, pest control, surveying, title abstracting or
other technical, managerial or professional service relating to such property or its operations.



5.14 Capital Adequacy. (a) If after the date of this Agreement, the Agent, any
Lender or any Issuing Bank shall have determined that any Change in Law has occurred, or that the
adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy of
general applicability, or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Agent, any Lender or any Issuing
Bank with any request or directive regarding capital adequacy or liquidity requirements of general
applicability (whether or not having the force of law) of any such Governmental



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Authority, central bank or comparable agency, has or would have the effect of reducing the rate of
return on the Agent’s, any Lender’s or any Issuing Bank’s capital as a consequence of its
obligations hereunder to a level below that which the Agent, such Lender or such Issuing Bank could
have achieved but for such Change in Law or such adoption, change or compliance (taking into
consideration the Agent’s, such Lender’s or such Issuing Bank’s policies with respect to capital
adequacy) by an amount deemed by the Agent, such Lender or such Issuing Bank to be material, then
from time to time, the Borrower shall pay to the Agent, such Lender or such Issuing Bank such
additional amount or amounts as will compensate the Agent, such Lender or such Issuing Bank for
such reduction.



(b) A certificate of the Agent, such Lender or such Issuing Bank setting forth such amount or
amounts as shall be necessary to compensate the Agent, such Lender or such Issuing Bank as
specified in Section 5.14(a) hereof and making reference to the applicable law, rule or
regulation shall be delivered as soon as practicable to the Borrower and shall be prima facie
evidence thereof. The Borrower shall pay the Agent, such Lender or such Issuing Bank the amount
shown as due on any such certificate within fourteen (14) Business Days after the Agent, such
Lender or such Issuing Bank delivers such certificate. In preparing such certificate, the Agent,
such Lender or such Issuing Bank may employ such assumptions and allocations of costs and expenses
as it shall in good faith deem reasonable and may use any reasonable averaging and attribution
method. Section 3.8(b) hereof shall apply to the costs assessed under this Section.



5.15 Property Pool. (a) The Borrower will and, subject to Section 5.15(b),
the Borrower’s Subsidiaries will, at all times own (in fee simple title or through an Eligible
Ground Lease) a pool (the “Pool”) of assets that are not mortgaged, pledged, hypothecated, or
encumbered in any manner, other than Permitted Encumbrances, with an aggregate Value such that the
total amount of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time,
shall never be greater than sixty percent (60%) of such Value; provided, however,
that if the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, exceeds
sixty percent (60%) of such Value but is no greater than sixty-five percent (65%) of such Value,
then the Borrower shall be deemed to be in compliance with this Section 5.15 so long as (w)
the Borrower or any Subsidiary completed a Material Acquisition during the quarter in which such
percentage first exceeded sixty percent (60%), (x) such percentage does not exceed sixty percent
(60%) after the fiscal quarter immediately following the fiscal quarter in which such Material
Acquisition was completed, (y) the Borrower shall not maintain compliance with this Section
5.15 in reliance on this proviso more than two times during the term of this Agreement and (z)
such percentage is not greater than sixty-five percent (65%) at any time. Such Pool shall have the
following characteristics: (i) assets in the Pool shall be completed income producing Industrial
Buildings (including properties containing multiple buildings in one industrial park), with parking
sufficient to meet all Legal Requirements and consistent with market conditions that will
accommodate full occupancy of the building, provided, however, that Los Angeles
Corporate Center Office Building in Los Angeles, California, will not be excluded from the Pool
because it is not an Industrial Building; (ii) the Borrower must have received from third party
independent consultants, written assessments (including, without limitation, Phase I environmental
reports) for each Property in, or to be added to, the Pool that do not disclose any material
environmental conditions, structural defects or title defects, or other material risks



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related to such Property, and (iii) no Property in the Pool shall be owned by a Borrower or
Subsidiary which has a provision in its Organizational Documents which has or may have the effect
of prohibiting or limiting such Borrower’s or Subsidiary’s ability to sell, transfer or convey such
Property. If requested by the Agent, the Borrower will provide to the Agent written assessments
from third party independent environmental consultants for all Pool properties acquired after the
date of this Agreement. If the Agent determines that there are material environmental conditions
existing on or risks to such properties, the properties will be excluded from the Pool.



(b) If any Property to be included in the Pool is owned by a Subsidiary of Borrower, it may be
included in the Pool only if:




(i) the owner of the Property is either (A) a wholly owned Subsidiary of the
Borrower or (B) if not a wholly owned Subsidiary, then (1) the Value of the Property
owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the
calculation in clause (a) above shall be as provided in clause (a)
multiplied by the cumulative percentage interest of the Subsidiary owned by the
Borrower, and (2) the Borrower controls all major decisions regarding the Partial
Subsidiary Real Estate, including the right to sell or refinance the Partial
Subsidiary Real Estate; and




(ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers
it to the Agent, together with such Subsidiary’s Organizational Documents and
current certificates of existence and good standing for the state in which it is
organized, and such Guaranty must remain in full force and effect, and (B) would not
at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said
subsections were applicable to said owner.



(c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements
of this Section 5.15, then such assets may only be included in the Pool upon the prior
written approval of the Majority Lenders.



5.16 Co-Borrowers. (a) Each Borrower shall be bound jointly and severally with one
another to keep, observe and perform the covenants, agreements, obligations and liabilities imposed
by this Agreement upon the “Borrower”, (b) a release of one or more Persons comprising “Borrower”
shall not in any way be deemed a release of any other Person comprising “Borrower”, and (c) a
separate action hereunder may be brought and prosecuted against one or more of the Persons
comprising “Borrower” without limiting any liability or impairing the Agent’s or any Lender’s right
to proceed against any other Person comprising “Borrower”.



5.17 New Guarantors.



(a) If any Person (other than an Excluded Subsidiary) becomes a Material Subsidiary after the
Effective Date, the Borrower shall deliver to the Agent each of the following items, each in form
and substance satisfactory to the Agent: (i) an Accession Agreement in the form attached as
Exhibit A to the Guaranty, executed by such Subsidiary, and (ii) the items that



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would have been delivered under Section 3.2 if such Subsidiary had been a Guarantor on the
Effective Date. Delivery of the foregoing items shall be made by the Borrower (x) in the case of
any Subsidiary that has become a Material Subsidiary pursuant to any acquisition or formation, or
as a result of such Subsidiary ceasing to have the characteristics of an Excluded Subsidiary (as
provided in the definition of such term), within thirty (30) days after such acquisition,
formation, or cessation, as the case may be, and (y) in the case of any existing Subsidiary
obtaining the minimum Total Asset Value for a Material Subsidiary during any fiscal quarter, at the
time that the quarterly Officer’s Certificate is required to be delivered to the Agent in respect
of such fiscal quarter (except in the case of the fourth fiscal quarter, in which case such items
shall be delivered within one hundred (100) days after the end of such fiscal quarter). The
Borrower shall send to the Agent copies of each of the foregoing items once the Borrower has
received all such items with respect to a Material Subsidiary.



(b) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to
become a Guarantor by executing and delivering to the Agent the items required to be delivered
under the immediately preceding subsection (a).



(c) The Borrower may request in writing that the Agent release, and upon receipt of such
request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor
(x) qualifies, or will qualify simultaneously with its release from the Guaranty, as an Excluded
Subsidiary pursuant to the definition of such term, or (y) has ceased to be, or simultaneously with
its release from the Guaranty will cease to be, a Subsidiary or Material Subsidiary; (ii) such
Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding
subsection (a); (iii) no Default or Event of Default, shall then be in existence or would occur as
a result of such release; (iv) the representations and warranties made or deemed made by the
Borrower and each other Obligor in the Credit Documents to which any of them is a party, shall be
true and correct on and as of the date of such release with the same force and effect as if made on
and as of such date except to the extent that such representations and warranties expressly relate
solely to an earlier date (in which case such representations and warranties shall have been true
and accurate on and as of such earlier date) and except for changes in factual circumstances not
prohibited under the Credit Documents; and (v) the Agent shall have received such written request
at least ten (10) days (or such shorter period as may be acceptable to the Agent) prior to the
requested date of release. Delivery by the Borrower to the Agent of any such request shall
constitute a representation by the Borrower that the matters set forth in the preceding sentence
(both as of the date of the giving of such request and as of the date of the effectiveness of such
request) are true and correct with respect to such request. The Agent agrees to furnish to the
Borrower, upon the Borrower’s written request and at the Borrower’s sole cost and expense, any
release, termination, or other agreement or document evidencing the foregoing release as may be
reasonably requested by the Borrower.



5.18 Reportable Compliance Event/Anti-Corruption/Anti-Terrorism Laws .



(a) Borrower covenants and agrees that it shall immediately notify the Agent in writing upon
the occurrence of a Reportable Compliance Event;



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(b) (i) No Covered Entity will become a Sanctioned Person and (ii) the funds used to repay the
Obligations will not be derived from any violation of Anti-Terrorism Laws or other unlawful
activity; and



(c) The Borrower and its Subsidiaries will conduct their business in compliance with the
United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and all
Anti-Corruption Laws, and maintain policies and procedures designed to promote and achieve
compliance with all Anti-Corruption Laws.



5.19 Additional Information. Provide to Agent and the Lenders such information and
documentation as may reasonably be requested by Agent or any Lender from time to time for purposes
of compliance by Agent or such Lender with applicable laws (including without limitation the USA
Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and
any policy or procedure implemented by Agent or such Lender to comply therewith.



6. Negative Covenants.



The Borrower jointly and severally covenants and agrees with the Agent, the Lenders and the
Issuing Banks that prior to the termination of this Agreement it will not, and (to the extent
applicable below) shall not permit any other Obligor to, (without consent given in accordance with
Section 9.1) do any of the following:



6.1 Indebtedness. Create, incur, suffer or permit to exist, or assume or guarantee,
directly or indirectly, contingently or otherwise, or become or remain liable with respect to any
Indebtedness in excess of the Indebtedness which may be incurred within the limitations contained
in Section 5.3 and Section 5.15.



6.2 Mergers, Consolidations and Acquisitions of Assets. In any single transaction or
series of related transactions, directly or indirectly: (a) enter into any transaction of merger or
consolidation, (b) liquidate, windup or dissolve itself or (c) except for leases of Property
executed in the ordinary course of business, convey, sell, lease, sublease, transfer or otherwise
dispose of all or any substantial part of its business or assets, or the capital stock of or other
Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired;
provided, however, that: (i) a Person may merge with and into the Borrower or any
Obligor so long as (x) the Borrower or such Obligor is the survivor of such merger, (y) immediately
prior to the merger, and immediately thereafter and after giving effect thereto, no Default or
Event of Default is or would be in existence and (z) the Borrower shall have given the Agent and
the Lenders at least ten (10) Business Days’ prior written notice of such merger (except that such
prior notice shall not be required in the case of the merger of a Subsidiary with and into the
Borrower) and (ii) the Borrower and each Subsidiary may sell, transfer or dispose of assets among
themselves to the extent permitted by Section 6.10 hereof.



6.3 Redemption. Neither Borrower shall at any time buy back, redeem, retire or
otherwise acquire, directly or indirectly, any shares of its capital stock if such action would
cause the Borrower to not be in compliance with this Agreement, and so long as the aggregate market



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value of such stock when acquired shall not exceed, during any calendar year, fifteen percent (15%)
of Borrower’s Net Worth.



6.4 Nature of Business; Management. Change the nature of its business or enter into
any business which is substantially different from the business in which it is presently engaged.



6.5 Transactions with Related Parties. Except for transactions between Borrower and
its wholly-owned Subsidiaries, enter into any transaction or agreement with any officer, director,
or holder of more than five percent (5%) (based on voting rights) of the issued and outstanding
capital stock of the Borrower or other Obligor, as applicable (or any Affiliate of the Borrower or
such Obligor, as applicable), unless the same is upon terms substantially similar to those
obtainable from qualified wholly unrelated sources.



6.6 Loans and Investments. Make any loan, advance, extension of credit or capital
contribution to, or make or have any investment in, any Person, or make any commitment to make any
such extension of credit or investment, except:



(a) travel advances in the ordinary course of business to officers, employees and agents;



(b) readily marketable securities issued or fully guaranteed by the United States of America
(or investments or money market accounts consisting of the same);



(c) commercial paper rated “Prime 1” by Moody’s Investors Service, Inc. or A-1 by Standard and
Poor’s Rating Services, a Division of the McGraw-Hill Companies, Inc. (or investments or money
market accounts consisting of the same);



(d) certificates of deposit or repurchase certificates issued by financial institutions
acceptable to the Agent (or investments or money market accounts consisting of the same), all of
the foregoing b, c and d not having a maturity of more than one (1) year
from the date of issuance thereof;



(e) investments in Subsidiaries through which the Borrower invests in real estate assets
permitted by this Agreement;



(f) investments in Unconsolidated Affiliates that are engaged primarily in the business of
investment in and operation of Industrial Buildings (valued at an amount equal to the Value of each
Unconsolidated Affiliate’s operating real estate assets multiplied by the Equity Percentage for
that Unconsolidated Affiliate);



(g) loans, advances, and extensions of credit to Persons (who are not Affiliates of any
Obligor) secured by valid and enforceable first and second priority liens on real estate;



(h) undeveloped land;



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(i) investments in readily marketable securities (valued at the lower of cost or then market
price) of another Person, not an Affiliate of any Obligor, traded on a national trading exchange,
that is a real estate investment trust under Section 856(c)(1) of the Code, or that is a real
estate operating company;



(j) investments in Industrial Buildings;



(k) investments in real estate assets that are being constructed or developed (including such
assets that the Person has contracted to purchase and has no option to terminate without penalty)
to be Industrial Buildings, but are not yet in operation; and



(l) miscellaneous investments in other assets not described above not to exceed five percent
(5%) of Total Asset Value in the aggregate.



The Borrower, Obligors and any Subsidiary will not mortgage, pledge, hypothecate or encumber in any
manner the loans, advances or extensions of credit made pursuant to Section 6.6(g) or the
securities held pursuant to Section 6.6(i). In addition to the limitations set forth
above, in no event shall the aggregate value of all of the investments permitted under Sections
6.6(f), (g), (h) (i), (k) (valued at the total actual and
budgeted cost of construction or development of such real estate assets (excluding any such assets
on which construction has not commenced), including such costs incurred and to be incurred by
Unconsolidated Affiliates to the extent of the greater of (i) the Equity Percentage of the Borrower
or any Subsidiary of the Borrower in the applicable Unconsolidated Affiliate times the total actual
and budgeted cost of construction or development of the real estate or (ii) the Recourse Amount
with respect to such Unconsolidated Affiliate related to the applicable real estate asset), and
(l) exceed thirty percent (30%) of the Total Asset Value, after giving effect to such
investments. The calculation of the limitation pursuant to the preceding sentence will be made
without duplication if a loan or investment shall be included in more than one category described
in this Section 6.6.



6.7 Liens on Properties.




	 	(a)	 	Borrower shall not, nor permit its Subsidiaries to, mortgage,
pledge, hypothecate, or encumber in any manner, other than Permitted
Encumbrances, any asset, unless, after giving effect to such mortgage, pledge,
hypothecation or encumbrance, there shall be no violation of any of the
covenants contained in Sections 5.3 or 5.15.






	 	(b)	 	Borrower shall not, nor permit any of its Subsidiaries to,
create, assume, or allow any Negative Pledge in favor of any other Person
affecting or relating to any asset in the Pool, it being understood and agreed
by Borrower and the other parties hereto that nothing contained in this
Section 6.7 shall be deemed or construed to prohibit Borrower and any
of its Subsidiaries from delivering from time to time a Negative Pledge
substantially in the form contained in Section 6.7(a) in connection
with one or more of the Other Credit Facilities Documents.





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	 	(c)	 	Notwithstanding the foregoing, the Borrower shall not, and
shall not permit any of its Subsidiaries to, secure any Indebtedness
outstanding under or pursuant to any Other Credit Facility Documents unless and
until the Notes (and any Guaranty) shall concurrently be secured equally and
ratably with such Indebtedness pursuant to documentation in Proper Form
including, without limitation, an intercreditor agreement and opinions of
counsel to the Borrower and/or any such Subsidiary, as the case may be, from
counsel that is reasonably acceptable to the Agent.





6.8 Restricted Payments. EastGroup Properties, Inc. will not make any Restricted
Payment during any calendar quarter which, when added to all Restricted Payments made during the
three (3) immediately preceding calendar quarters, exceeds ninety percent (90%) of the Funds From
Operations during the immediately preceding four (4) calendar quarters; provided that the
foregoing shall not prohibit EastGroup Properties, Inc. from (x) making the minimum amount of
Restricted Payments required to be made in order for EastGroup Properties, Inc. to comply with the
provisions of Section 5.11, or (y) issuing stock in EastGroup Properties, Inc. to a
transferor (not an Affiliate of any Obligor) of Property to the Borrower as a result of said
transferor’s election to convert partnership interests in Operating Partnership to stock in
EastGroup Properties, Inc. pursuant to agreements with said transferor allowing said conversion as
a portion of the consideration for the transfer. Notwithstanding the foregoing, after the
occurrence of an Event of Default, EastGroup Properties, Inc. will not make any Restricted Payment
except as required by clause (x) above, provided that, if, as a result of the occurrence of
any Event of Default any of the Obligations have been accelerated pursuant to Section 7.1,
the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any
Person other than to the Borrower or any Subsidiary. For purposes of this provision
“Restricted Payment” means (i) any dividend or other distribution on any shares of a
Person’s capital stock (except dividends payable solely in shares of its capital stock or in rights
to subscribe for or purchase shares of its capital stock) or (ii) any payment on account of the
purchase, redemption, retirement or acquisition of (x) any shares of a Person’s capital stock or
(y) any option, warrant or other right to acquire shares of a Person’s capital stock. 



6.9 Securities Act of 1933. Neither the Borrower nor any agent acting for it will
take any action which would subject the sale of the Notes to the provisions of Section 5 of the
Securities Act of 1933, as amended.



6.10 Subsidiaries. The Borrower will not acquire or form any Subsidiary (excluding
wholly-owned Subsidiaries which have executed and delivered a Guaranty) which individually or in
the aggregate with all other Subsidiaries would own more than ten percent (10%) in value of the
Borrower’s and the Subsidiaries’ consolidated assets as determined in accordance with Generally
Accepted Accounting Principles. To the extent that any wholly-owned Subsidiary executes and
delivers a Guaranty, such Guaranty shall be delivered in Proper Form to the Agent, together with
such Subsidiary’s Organizational Documents and current certificates of existence and good standing
for the state in which it is organized and such Guaranty must remain in full force and effect.



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6.11 Sanctions and other Anti-Terrorism Laws. No Covered Entity, either in its own
right or through any third party, will (a) do business in or with, or derive any of its income from
investments in or transactions with, any Sanctioned Person; (b) engage in any dealings or
transactions prohibited by any Anti-Terrorism Law or (c) directly or indirectly use the Loans or
any proceeds thereof to fund any operations in, finance any investments or activities in, or, make
any payments to, a Sanctioned Person or otherwise in violation of any Anti-Terrorism Law.



6.12 Anti-Corruption Laws. Neither the Borrower nor any Subsidiary, directly or
indirectly, shall use the Loans or any proceeds thereof for any purpose which would breach any
Anti-Corruption Laws in any jurisdiction in which the Borrower or any of its Subsidiaries conduct
business.



7. Events of Default and Remedies.



7.1 Events of Default. If any of the following events shall occur, then, as to any
failure to make any payment other than principal or reimbursement obligations with respect of an LC
Disbursement pursuant to Section 7.1(a), if the failure has not been waived, cured or
remedied within five (5) Business Days following the due date for any such payment, as to the
events described in, Sections 7.1(b), (c), and (d), if the event has not
been waived, cured or remedied within twenty (20) days after the Agent gives the Borrower written
notice of such event, at any time thereafter, and as to all of the other events described herein,
at any time, the Agent may, or, at the request of the Majority Lenders, shall do any or all of the
following, provided that the declaration described in (1) below and the termination described in
(2) below shall be deemed to have been made immediately upon the occurrence of any event described
in Sections 7.1(g) or (h); (1) without notice to the Borrower, declare the Notes
and all Obligations to be, and thereupon the Notes and all Obligations shall forthwith become,
immediately due and payable, together with all accrued interest thereon, without notice of any
kind, notice of acceleration or of intention to accelerate, presentment and demand or protest, all
of which are hereby expressly waived; (2) without notice to the Borrower, terminate the Total
Commitment; (3) exercise, as may any other Lender, its rights of offset against each account and
all other Property of the Borrower in the possession of the Agent or any such Lender, which right
is hereby granted by the Borrower to the Agent and each Lender; and (4) exercise any and all other
rights pursuant to the Credit Documents:



(a) The Borrower shall fail to pay or prepay any principal of or interest on the Notes, any
reimbursement obligation with respect of an LC Disbursement, or any fee or any other obligation
hereunder when due or under the Fee Letter; or



(b) Any Obligor shall fail to pay when due, or within any applicable period of grace, any
principal of or interest on any other (i) Indebtedness (other than Indebtedness hereunder and
Non-recourse Debt) in excess of $25,000,000.00 or (ii) Non-recourse Debt in excess of $50,000,000,
or any such Indebtedness under clauses (i) and (ii) shall be accelerated as a result of a default;
or



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(c) Any written representation or warranty made in any Credit Document by or on behalf of any
Obligor, when taken as a whole shall prove to have been incorrect, false or misleading in any
material respect; or



(d) Default shall occur in the punctual and complete performance of any covenant of the
Borrower or any other Person other than the Agent or the Lenders contained in any Credit Document
not specifically set forth in this Section; or



(e) A final judgment or judgments in the aggregate for the payment of money in excess of
$25,000,000.00 shall be rendered against any Obligor and the same shall remain undischarged for a
period of thirty (30) days during which execution shall not be effectively stayed; or



(f) Any order shall be entered in any proceeding against any Obligor decreeing the
dissolution, liquidation or split-up thereof, and such order shall remain in effect for more than
thirty (30) days; or



(g) Any Obligor shall make a general assignment for the benefit of creditors or shall petition
or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of all
or any substantial part of its business, estate or assets or shall commence any proceeding under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect; or



(h) Any such petition or application shall be filed or any such proceeding shall be commenced
against any Obligor and such Person by any act or omission shall indicate approval thereof, consent
thereto or acquiescence therein, or an order shall be entered appointing a trustee, custodian,
receiver or liquidator of all or any substantial part of the assets of any Obligor or granting
relief to any Obligor or approving the petition in any such proceeding, and such order shall remain
in effect for more than ninety (90) days; or



(i) Any Obligor shall fail generally to pay its debts as they become due or suffer any writ of
attachment or execution or any similar process to be issued or levied against it or any substantial
part of its Property which is not released, stayed, bonded or vacated within thirty (30) days after
its issue or levy; or



(j) Any Obligor shall have concealed, removed, or permitted to be concealed or removed, any
part of its Property, with intent to hinder, delay or defraud its creditors or any of them, or made
or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy,
fraudulent conveyance or similar law; or shall have made any transfer of its Property to or for the
benefit of a creditor at a time when other creditors similarly situated have not been paid; or



(k) Any Change of Control shall occur.



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7.2 Actions in Respect of Letters of Credit.



(a) If, at any time and from time to time, any Letter of Credit shall have been issued
hereunder and an Event of Default shall have occurred and be continuing, provided that Borrower had
not prior thereto made a deposit with respect to the applicable Letter of Credit pursuant to
Section 2.8(c) hereof, then, upon the occurrence and during the continuation thereof, the
Agent may, and upon the demand of the Majority Lenders shall, whether in addition to the taking by
the Agent of any of the actions described in Section 7.1 or otherwise, make a demand upon
the Borrower to, and forthwith upon such demand (but in any event within ten (10) days after such
demand) the Borrower shall pay to the Agent, on behalf of the Lenders, in same day funds at the
Agent’s office designated in such demand, for deposit in a special Cash Collateral account (the
“Letter of Credit Collateral Account”) to be maintained in the name of the Agent (on behalf of the
Lenders) and under its sole dominion and control at such place as shall be designated by the Agent,
an amount equal to the amount of the LC Exposure under the Letters of Credit, provided that the
obligation to deposit such Cash Collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Borrower described in Section 7.1(g)
or (h). The Borrower shall also deposit in the Letter of Credit Collateral Account any
amounts required under Section 2.8(c), Section 2.8(j) and/or Section
2.11(a)(v). Interest shall accrue on the Letter of Credit Collateral Account at a rate equal
to the rate on overnight funds.



(b) The Borrower hereby pledges, assigns and grants to the Agent, as administrative agent for
its benefit and the ratable benefit of the Lenders a lien on and a security interest in, the
following collateral (the “Letter of Credit Collateral”):




(i) the Letter of Credit Collateral Account, all cash deposited therein and all
certificates and instruments, if any, from time to time representing or evidencing
the Letter of Credit Collateral Account;




(ii) all notes, certificates of deposit and other instruments from time to time
hereafter delivered to or otherwise possessed by the Agent for or on behalf of the
Borrower in substitution for or in respect of any or all of the then existing Letter
of Credit Collateral;




(iii) all interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the then existing Letter of Credit Collateral; and




(iv) to the extent not covered by the above clauses, all proceeds of any or all of
the foregoing Letter of Credit Collateral.



The lien and security interest granted hereby secures the payment of all obligations of the
Borrower now or hereafter existing hereunder and under any other Credit Document.



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(c) The Borrower hereby authorizes the Agent for the ratable benefit of the Lenders to apply,
from time to time after funds are deposited in the Letter of Credit Collateral Account, funds then
held in the Letter of Credit Collateral Account to the payment of any amounts, in such order as the
Agent may elect, as shall have become due and payable by the Borrower to the Lenders in respect of
the Letters of Credit, except as otherwise provided herein with respect to Defaulting Lenders.



(d) Neither the Borrower nor any Person claiming or acting on behalf of or through the
Borrower shall have any right to withdraw any of the funds held in the Letter of Credit Collateral
Account, except as provided in Section 7.2(h) hereof.



(e) The Borrower agrees that it will not (i) sell or otherwise dispose of any interest in the
Letter of Credit Collateral or (ii) create or permit to exist any lien, security interest or other
charge or encumbrance upon or with respect to any of the Letter of Credit Collateral, except for
the security interest created by this Section 7.2.



(f) If any Event of Default shall have occurred and be continuing:




(i) The Agent may, in its sole discretion without notice to the Borrower except as
required by law and at any time from time to time, charge, set off or otherwise
apply all or any part of first, (x) to amounts previously drawn on any Letter of
Credit that have not been reimbursed by the Borrower and (y) any LC Exposure
described in the definition thereof that is then due and payable and second, to any
other unpaid Obligations then due and payable against the Letter of Credit
Collateral Account or any part thereof, in such order as the Agent shall elect. The
rights of the Agent under this Section 7.2 are in addition to any rights and
remedies which any Lender may have.




(ii) The Agent may also exercise, in its sole discretion, in respect of the Letter
of Credit Collateral Account, in addition to the other rights and remedies provided
herein or otherwise available to it, all the rights and remedies of a secured party
upon default under the Uniform Commercial Code in effect in the State of New York at
that time.



(g) The Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Letter of Credit Collateral if the Letter of Credit Collateral is accorded
treatment substantially equal to that which the Agent accords its own property, it being understood
that, assuming such treatment, the Agent shall not have any responsibility or liability with
respect thereto.



(h) Except in the case of a deposit made pursuant to Section 2.8(c), Section
2.8(j) and/or Section 2.11(a)(v) hereof, at such time as all Events of Default have
been cured or waived in writing, all amounts remaining in the Letter of Credit Collateral Account
shall be promptly returned to the Borrower. Absent such cure or written waiver, any surplus of the
funds held in the Letter of Credit Collateral Account and remaining after payment in full of all of
the Obligations of the Borrower hereunder and under any other Credit Document after the Maturity



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Date shall be paid to the Borrower or to whomsoever may be lawfully entitled to receive such
surplus. Any deposit made pursuant to Section 2.8(c) shall either be applied in
reimbursement of any amount funded pursuant to a draw on the applicable Letter of Credit, or
promptly returned to the Borrower in the event of the termination or cancellation of such Letter of
Credit without a draw having been made thereon so long as no Default or Event of Default shall then
exist hereunder.



7.3 Allocation of Proceeds. If an Event of Default shall have occurred and be
continuing, all payments received by the Agent under any of the Credit Documents in respect of any
principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder
or thereunder, shall (subject to Section 2.11) be applied by the Agent in the following order and
priority:



(a) amounts due to the Agent and the Lenders in respect of fees and expenses due under
Section 5.10;



(b) payments of the fees due to the Agent and the Lenders under Section 2.6;



(c) payments of any amounts due to the Agent and the Lenders under Sections 3.5,
3.9 and 5.14;



(d) payments of interest on the Loans to be applied for the ratable benefit of the Lenders;



(e) payments of principal of the Loans to be applied for the ratable benefit of the Lenders;



(f) payments of all other amounts due under any of the Credit Documents, if any, to be applied
for the ratable benefit of the Lenders; and



(g) any amount remaining after application as provided above, shall be paid to the Borrower or
whomever else may be legally entitled thereto.



7.4 Remedies Cumulative. No remedy, right or power conferred upon the Agent or the
Lenders is intended to be exclusive of any other remedy, right or power given hereunder or now or
hereafter existing at law, in equity, or otherwise, and all such remedies, rights and powers shall
be cumulative.



8. The Agent.



8.1 Appointment, Powers and Immunities. (a) Each Lender and each Issuing Bank hereby
irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other
Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof
and thereof, together with such other powers as are reasonably incidental thereto. The provisions
of this Article are solely for the benefit of the Agent, the Lenders and the Issuing



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Banks, and neither the Borrower nor any other Covered Entity shall have rights as a third-party
beneficiary of any such provisions. The Agent (i) shall not have any duties or responsibilities
except those expressly set forth in this Agreement and the other Credit Documents, and shall not by
reason of this Agreement or any other Credit Document be a trustee for any Lender or be subject to
any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and
is continuing; (ii) shall not be responsible to any Lender for any recitals, statements,
representations or warranties contained in this Agreement or any other Credit Document, or in any
certificate or other document referred to or provided for in, or received by any of them under,
this Agreement or any other Credit Document, or for the value, validity, effectiveness,
genuineness, enforceability, execution, filing, registration, collectability, recording,
perfection, existence or sufficiency of this Agreement or any other Credit Document or any other
document referred to or provided for herein or therein or any property covered thereby or for any
failure by any Party or any other Person to perform any of its obligations hereunder or thereunder,
and shall not have any duty to inquire into or pass upon any of the foregoing matters; (iii) shall
not be required to initiate or conduct any litigation or collection proceedings hereunder or any
other Credit Document except to the extent requested by the Majority Lenders; (iv) SHALL NOT BE
RESPONSIBLE FOR ANY MISTAKE OF LAW OR FACT OR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR
PROVIDED FOR HEREIN OR THEREIN OR IN CONNECTION HEREWITH OR THEREWITH, INCLUDING, WITHOUT
LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, BUT NOT INCLUDING AND EXCEPT FOR THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF THE AGENT; (v) shall not be bound by or obliged to recognize any agreement
among or between the Borrower, the Agent, any Lender and any Issuing Bank other than this Agreement
and the other Credit Documents, regardless of whether the Agent has knowledge of the existence of
any such agreement or the terms and provisions thereof; (vi) shall not be charged with notice or
knowledge of any fact or information not herein set out or provided to the Agent in accordance with
the terms of this Agreement or any other Credit Document; (vii) shall not be responsible for any
delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; and
(viii) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent
may employ agents and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.



(b) Without the prior written consent of Agent and all of the Lenders which are not Defaulting
Lenders, Agent shall not (i) modify or amend in any respect whatsoever the interest rate provisions
of the Credit Documents, (ii) increase the Total Commitment above $350,000,000.00, except as
provided in Section 2.7 hereof, (iii) extend the Maturity Date other than in accordance
with the express provisions of the Credit Documents, (iv) extend or reduce the due date for or the
amount of the scheduled payments of principal or interest on the Loans, the LC Disbursements, the
Facility Fee, the Letter of Credit Fee or the Extension Fee, (v) amend the definition of Majority
Lenders or any requirement that certain actions be taken only with the consent of a certain number
of the Lenders, (vi) release any Guarantor or any collateral for the Loans, except as provided in
Section 5.17(c) or (vii) modify or amend any provision of any



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Credit Document which by its terms requires the consent of all of the Lenders for amendment. From
time to time upon Agent’s request, each Lender shall execute and deliver such documents and
instruments as may be reasonably necessary to enable Agent to effectively administer and service
the Loan in its capacity as Agent and in the manner contemplated by the provisions of this
Agreement. No amendment or agreement shall increase the Lender Commitment of any Lender without
the written consent of such Lender.



(c) All information provided to the Agent under or pursuant to the Credit Documents, and all
rights of the Agent to receive or request information, or to inspect information or Property, shall
be by the Agent on behalf of the Lenders and the Issuing Banks. If any Lender requests that it be
able to receive or request such information, or make such inspections, in its own right rather than
through the Agent, the Borrower will cooperate with the Agent and such Lender in order to obtain
such information or make such inspection as such Lender may reasonably require.



(d) The Borrower shall be entitled to rely upon a written notice or a written response from
the Agent as being pursuant to concurrence or consent of the Majority Lenders or all of the
Lenders, as applicable, unless otherwise expressly stated in the Agent’s notice or response.



8.2 Reliance. The Agent shall be entitled to rely upon any certification, notice or
other communication (including any thereof by telephone, telex, telecopy, telegram or cable)
reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf
of the proper Person or Persons, and upon advice and statements of legal counsel (which may be
counsel for the Borrower), independent accountants and other experts selected by the Agent. The
Agent shall not be required in any way to determine the identity or authority of any Person
delivering or executing the same. As to any matters not expressly provided for by this Agreement
or any other Credit Document, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and thereunder in accordance with instructions of the Majority
Lenders, and any action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. If any order, writ, judgment or decree shall be made or entered by any court affecting
the rights, duties and obligations of the Agent under this Agreement or any other Credit Document,
then and in any of such events the Agent is authorized, in its sole discretion, to rely upon and
comply with such order, writ, judgment or decree which it is advised by legal counsel of its own
choosing is binding upon it under the terms of this Agreement, the relevant Credit Document or
otherwise; and if the Agent complies with any such order, writ, judgment or decree, then it shall
not be liable to any Lender or to any other Person by reason of such compliance even though such
order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or
vacated.



8.3 Defaults. The Agent shall not be deemed to have constructive knowledge of the
occurrence of a Default (other than the non-payment of principal of or interest on Loans) unless it
has received notice from a Lender or the Borrower specifying such Default and stating that such
notice is a “Notice of Default”. In the event that the Agent receives such a notice of the
occurrence of a Default, or whenever the Agent has actual knowledge of the occurrence of a Default,
the Agent shall give prompt written notice thereof to the Lenders (and shall give each



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Lender prompt notice of each such non-payment). The Agent shall (subject to Section 8.7
hereof) take such action with respect to such Default as shall be directed by the Majority Lenders
and within its rights under the Credit Documents and at law or in equity, provided that,
unless and until the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, permitted hereby with respect
to such Default as it shall deem advisable in the best interests of the Lenders and within its
rights under the Credit Documents in order to preserve, protect or enhance the collectability of
the Loans, at law or in equity. Provided, however, that if there is an occurrence of an
Event of Default, then in no event or under any circumstances shall any of the actions described in
Sections 8.1(b)(i) through (vii) of this Agreement be taken, without in each
instance the written consent of Agent and all of the Lenders other than any Defaulting Lender.



8.4 Rights as a Lender. With respect to the Total Commitment and the Loans made,
Agent, in its capacity as a Lender hereunder shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not acting in its agency capacity, and the
term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent may (without having to account therefor to any other Lender) as a
Lender, and to the same extent as any other Lender, accept deposits from, lend money to and
generally engage in any kind of banking, trust, letter of credit, agency or other business with the
Borrower (and any of its Affiliates) as if it were not acting as the Agent but solely as a Lender.
The Agent may accept fees and other consideration from the Borrower (in addition to the fees
heretofore agreed to between the Borrower and the Agent) for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.



8.5 Indemnification. The Lenders agree to indemnify the Agent, its officers,
directors, agents and Affiliates (to the extent not reimbursed by the Borrower as may be required
by the terms of the Credit Documents, and without limiting the obligation of the Borrower to do
so), ratably in accordance with each Lender’s respective Percentage, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever (INCLUDING BUT NOT LIMITED TO, THE CONSEQUENCES OF
THE NEGLIGENCE OF THE AGENT, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT) which
may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out
of this Agreement or any other Credit Document or any other documents contemplated by or referred
to herein or therein, or the transactions contemplated hereby or thereby (including, without
limitation, interest, penalties, reasonable attorneys’ fees and amounts paid in settlement in
accordance with the terms of this Section 8, but excluding, unless a Default has occurred
and is continuing, normal administrative costs and expenses incident to the performance of its
agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such
other documents, INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE OF THE AGENT, BUT NOT THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT, provided that no Lender shall be liable for
any of the foregoing to the extent they arise from the gross negligence or willful misconduct of
the party to be indemnified, or from the Agent’s default in the express obligations of the Agent to
the Lenders provided for in this



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Agreement. The obligations of the Lenders under this Section 8.5 shall survive the
termination of this Agreement and the repayment of the Obligations.



8.6 Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has received
current financial information with respect to the Obligors and that it has, independently and
without reliance on the Agent or any other Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis of the Obligors and decision to enter into
this Agreement and that it will, independently and without reliance upon the Agent or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action under this Agreement
or any of the other Credit Documents. The Agent shall not be required to keep itself informed as
to the performance or observance by any Party of this Agreement or any of the other Credit
Documents or any other document referred to or provided for herein or therein or to inspect the
properties or books of the Borrower or any Party except as specifically required by the Credit
Documents. Except for notices, reports and other documents and information expressly required to
be furnished to the Lenders by the Agent hereunder or the other Credit Documents, the Agent shall
not have any duty or responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Borrower or any other Party (or any
of their affiliates) which may come into the possession of the Agent. Each Lender assumes all risk
of loss in connection with its Percentage in the Loans to the full extent of its Percentage
therein. The Agent assumes all risk of loss in connection with its Percentage in the Loans to the
full extent of its Percentage therein.



8.7 Failure to Act. Except for action expressly required of the Agent, as the case
may be, hereunder, or under the other Credit Documents, the Agent shall in all cases be fully
justified in failing or refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction by the Lenders of their indemnification obligations under
Section 8.5 hereof against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. Further, the Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Agent to
liability or that is contrary to any Credit Document or applicable law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under the Bankruptcy Code of the
United States of America or other debtor relief laws in any applicable jurisdictions or that may
effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
such laws.



8.8 Resignation of Agent. Subject to the appointment and acceptance of a successor
Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders
and the Borrower. The Agent shall resign upon the request of the Majority Lenders to the extent
that the Agent shall have committed any gross negligence or willful misconduct in the performance
of its duties under this Agreement. Upon any such resignation, (i) the Majority Lenders without
the consent of the Borrower shall have the right to appoint a successor Agent so long as such
successor Agent is also a Lender at the time of such appointment and (ii) the Majority Lenders
shall have the right to appoint a successor Agent that is not a Lender at the time of such
appointment so long as the Borrower (if no Event of Default is then in existence)



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consents to such appointment (which consent shall not be unreasonably withheld). If no successor
Agent shall have been so appointed by the Majority Lenders and accepted such appointment within 30
days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on
behalf of the Lenders, and with the consent of the Borrower which shall not be unreasonably
withheld, appoint a successor Agent. Any successor Agent shall be an Eligible Institution. Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as
Agent thereafter arising hereunder and under any other Credit Documents, but shall not be
discharged from any liabilities for its actions as Agent prior to the date of discharge. Such
successor Agent shall promptly specify by notice to the Borrower its principal office referred to
in Section 2.1 and Section 2.2 hereof. After any retiring Agent’s resignation
hereunder as Agent, the provisions of this Section 8 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the
Agent.



8.9 No Partnership. Neither the execution and delivery of this Agreement nor any of
the other Credit Documents nor any interest the Lenders, the Agent or any of them may now or
hereafter have in all or any part of the Obligations shall create or be construed as creating a
partnership, joint venture or other joint enterprise between the Lenders or among the Lenders and
the Agent. The relationship between the Lenders, on the one hand, and the Agent, on the other, is
and shall be that of principals and agent only, and nothing in this Agreement or any of the other
Credit Documents shall be construed to constitute the Agent as trustee or other fiduciary for any
Lender or to impose on the Agent any duty, responsibility or obligation other than those expressly
provided for herein and therein.



8.10 Consents and Approvals. All communications from Agent to the Lenders requesting
the Lenders’ determination, consent, approval or disapproval (i) shall be given in the form of a
written notice to each Lender, (ii) shall be accompanied by a description of the matter or item as
to which such determination, approval, consent or disapproval is requested, or shall advise each
Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue
to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not
previously provided to such Lender, written materials and a summary of all oral information
provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) shall
include Agent’s recommended course of action or determination in respect thereof. Each Lender
shall reply promptly, but in any event within ten (10) Business Days after receipt of the request
therefor from Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to
Agent that it objects to the recommendation or determination of Agent within the Lender Reply
Period, such Lender shall be deemed to have approved of or consented to such recommendation or
determination. With respect to decisions requiring the approval of the Majority Lenders or all the
Lenders, Agent shall submit its recommendation or determination for approval of or consent to such
recommendation or determination to all Lenders and upon receiving the required approval or consent
shall follow the course of action or determination of the Majority Lenders (and each non-responding
Lenders shall be deemed to have concurred with such recommended course of action) or all the
Lenders, as the case may be.



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8.11 No Reliance on Agent’s Customer Identification Program. Each Lender acknowledges
and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely
on the Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer
identification program, or other obligations required or imposed under or pursuant to the USA
PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 1020.220
(as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law,
including any programs involving any of the following items relating to or in connection with any
of the Borrower, its Subsidiaries, their Affiliates or their agents, the Credit Documents or the
transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any
recordkeeping, (iii) comparisons with government lists, (iv) customer notices, or (v) other
procedures required under the CIP Regulations or such other Anti-Terrorism Laws.



8.12 Delegation of Duties.  The Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Credit Documents by or through any one
or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers by our through their respective affiliates.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the affiliates
of the Agent and any such sub-agent, and shall also apply to their respective activities in
connection with the syndication of the facilities provided hereunder as well as the activities of
the Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents
except to the extent that a court of competent jurisdiction determines in a final non-appealable
judgment that the Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents.



8.13 Titled Agents. Each of the Co-Documentation Agents and the Co-Syndication Agents
in each such respective capacity, assumes no responsibility or obligation hereunder, including,
without limitation, for servicing, enforcement or collection of any of the Loans, nor any duties as
an agent hereunder for the Lenders. The titles of “Co-Syndication Agent” and “Co-Documentation
Agent” are solely honorific and imply no fiduciary responsibility on the part of such agents to the
Agent, the Borrower or any Lender and the use of such titles does not impose on such agents any
duties or obligations greater than those of any other Lender or entitle such agents to any rights
other than those to which any other Lender is entitled.



9. Miscellaneous.



9.1 No Waiver, Amendments. No waiver of any Default shall be deemed to be a waiver of
any other Default. No failure to exercise or delay in exercising any right or power under any
Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power preclude any further or other exercise thereof or the exercise of any other
right or power. Except as may be prohibited by Section 8.1 hereof, no amendment,
modification or waiver of any provision of any Credit Document shall be effective unless the same
is in writing and signed by the Borrower and the Majority Lenders. No notice to or demand on the
Borrower or any other Person shall entitle the Borrower or any other Person to any other or further
notice or demand in similar or other circumstances.



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9.2 Notices. Any notice, request, demand, direction or other communication (for
purposes of this Section 9.2 only, a “Notice”) to be given to or made upon any party hereto
under any provision of this Agreement shall be given or made by telephone or in writing (which
includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by
setting forth such Notice on a site on the World Wide Web (a “Website Posting”) if Notice of such
Website Posting (including the information necessary to access such site) has previously been
delivered to the applicable parties hereto by another means set forth in this Section 9.2)
in accordance with this Section 9.2. Any such Notice must be delivered to the applicable
parties hereto at the addresses and numbers set forth under their respective names on the signature
pages hereof or in accordance with any subsequent unrevoked Notice from any such party that is
given in accordance with this Section 9.2. Any Notice shall be effective:



(a) In the case of hand-delivery, when delivered;



(b) If given by mail, four days after such Notice is deposited with the United States Postal
Service, with first-class postage paid, return receipt requested;



(c) In the case of a telephonic Notice, when a party is contacted by the telephone, if
delivery of such telephonic Notice is confirmed no later than the next Business Day by hand
delivery, a facsimile or electronic transmission, a Website Posting or an overnight courier
delivery of a confirmatory Notice (received at or before noon on such next Business Day);



(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile
machine’s telephone number, if the party sending such Notice receives confirmation of the delivery
thereof from its own facsimile machine;



(e) In the case of electronic transmission, when actually received;



(f) In the case of a Website Posting, upon delivery of a Notice of such posting (including the
information necessary to access such site) by another means set forth in this Section 9.2;
and



(g) If given by any other means (including by overnight courier), when actually received. Any
Lender giving a Notice to an Obligor shall concurrently send a copy thereof to the Agent, and the
Agent shall promptly notify the other Lenders of its receipt of such Notice.



9.3 Litigation; Jurisdiction; Other Matters; Waivers. THE BORROWER AND EACH
OTHER OBLIGOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,
LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT
OR IN TORT OR OTHERWISE, AGAINST THE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY
WAY RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR
THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY,
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY



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APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM
AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANY LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AGAINST THE BORROWER OR ANY OTHER OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE
BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF
ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION. THE PROVISIONS
OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOAN AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER CREDIT DOCUMENTS AND THE TERMINATION OF THIS
AGREEMENT.



9.4 Choice of Law. THIS AGREEMENT, THE NOTES AND THE OTHER CREDIT DOCUMENTS
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.



9.5 Survival; Parties Bound; Successors and Assigns. (a) All representations,
warranties, covenants and agreements made by or on behalf of the Borrower in connection herewith
shall survive the execution and delivery of the Credit Documents, shall not be affected by any
investigation made by any Person, and shall bind the Borrower and its successors, trustees,
receivers and assigns and inure to the benefit of the successors and assigns of the Agent, the
Lenders and the Issuing Banks (including any Affiliate of the applicable Issuing Bank that issues
any Letter of Credit); provided, however, that the Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Agent and all of the
Lenders, and any such assignment or transfer without such consent shall be null and void.



(b) Subject to Sections 9.5(d) and (e) of this Agreement, a Lender may assign
part of its Lender Commitment to an Eligible Institution so long as such assignment shall (i)
include the voting rights and all other rights and obligations attributable thereto, and include a
written assumption by the assignee of the assigning Lender’s obligations under the Credit
Documents, (ii) require the written consent of the Borrower (so long as no Event of Default is then
in existence) and the Agent (and in the case of an assignment of all or a portion of a Lender



-76-




Commitment or any Lender’s obligation in respect of its LC Exposure, the applicable Issuing Bank),
such consents not to be unreasonably withheld, (iii) be in a minimum amount of $5,000,000.00 if
assigned to a Person not already a Lender, (iv) not reduce the Lender’s Lender Commitment to an
amount less than $5,000,000.00, unless such Lender’s Commitment is reduced to zero, and (v) include
payment to the Agent by the Lender of a service fee for each assignment equal to $3,000.00. Any
attempted Assignment which is not permitted in accordance with this subsection shall be treated as
the sale of a participating interest.



(c) Subject to Section 9.5(d) and (e) of this Agreement, a Lender may sell
participating interests in any of its Loans to (i) any Person so long as such participation shall
(A) limit the voting rights of the participant, if any, to the ability to vote for changes in the
amount of the Total Commitment, or the applicable Lender Commitment, the interest rate on the Loans
(or any extension of the time for the payment thereof, the amount or any extension of the time for
the payment thereof, of the Facility Fee, the Letter of Credit Fee or the Extension Fee, the
requirements for Guaranties and for collateral, and the Maturity Date, and (B) require written
notice to the Agent and the Borrower but not any consent of the Agent, the Borrower or any other
Lender; and (ii) any Person formed to hold LIBOR Borrowings for specific Interest Periods, with
liquidity and credit support provided by the participating Lender, so long as such participation
shall convey no voting rights to the participant. In connection with any sale of a participating
interest made in compliance with this Agreement, (i) the participating Lender shall continue to be
liable for its Lender Commitment and its other obligations under the Credit Documents, (ii) the
Agent, the Borrower and the other Lenders shall continue to deal solely and directly with the
participating Lender in connection with such Lender’s rights and obligations under the Credit
Documents, and (iii) the participant may not require the participating Lender to take or refrain
from taking any action under the Credit Documents that is in conflict with the terms and provisions
of the Credit Documents, and (iv) the participant shall have the same rights that a Lender may have
under Section 2.5 (solely with respect to the set-off rights provided in such section,
provided that such participant also agrees to be subject to the remaining provisions under such
section), Section 3.5(b), Section 3.9 and Section 5.14.



(d) A Lender may assign all or any part of its Loans, participations in Letters of Credit or
its Lender Commitment or its Lender Commitment to another Lender, an Affiliate of the Lender, or to
an Approved Fund, without written consent of the Agent and the Borrower.



(e) Notwithstanding any provision hereof to the contrary, any Lender may assign and pledge all
or any portion of its Lender Commitment and Loans to a Federal Reserve Bank; provided, however,
that any such assignment or pledge shall not relieve such Lender from its obligations under the
Credit Documents.



(f) The term of this Agreement shall be until the final maturity of the Notes and the payment
of all amounts due under the Credit Documents.



(g) Any Lender may share information with respect to any of the Obligors with any assignee of
or participant in, or any prospective assignee of or participant in, any of its rights or
obligations under this Agreement.



-77-




(h) No assignment or participation of any Lender’s interest to any Obligor or any Affiliate of
any Obligor shall be permitted.



9.6 Counterparts. This Agreement may be executed in several identical counterparts,
and by the parties hereto on separate counterparts, and each counterpart, when so executed and
delivered, shall constitute an original instrument, and all such separate counterparts shall
constitute but one and the same instrument.



9.7 Usury Not Intended; Refund of Any Excess Payments. It is the intent of the
parties in the execution and performance of this Agreement to contract in strict compliance with
the usury laws of the State of New York and the United States of America from time to time in
effect. In furtherance thereof, the Agent, the Lenders and the Borrower stipulate and agree that
none of the terms and provisions contained in this Agreement or the other Credit Documents shall
ever be construed to create a contract to pay for the use, forbearance or detention of money with
interest at a rate in excess of the Ceiling Rate and that for purposes hereof “interest” shall
include the aggregate of all charges which constitute interest under such laws that are contracted
for, reserved, taken, charged or received under this Agreement. In determining whether or not the
interest paid or payable, under any specific contingency, exceeds the Ceiling Rate, the Borrower,
the Agent and the Lenders shall, to the maximum extent permitted under applicable law, (a)
characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) “spread” the total amount of
interest throughout the entire contemplated term of the Loans. The provisions of this paragraph
shall control over all other provisions of the Credit Documents which may be in apparent conflict
herewith.



9.8 Captions. The headings and captions appearing in the Credit Documents have been
included solely for convenience and shall not be considered in construing the Credit Documents.



9.9 Severability. If any provision of any Credit Documents shall be invalid, illegal
or unenforceable in any respect under any applicable law, the validity, legality and enforceability
of the remaining provisions shall not be affected or impaired thereby.



9.10 Disclosures. Every reference in the Credit Documents to disclosures of the
Borrower to the Agent and the Lenders in writing, to the extent that such references refer to
disclosures at or prior to the execution of this Agreement, shall be deemed strictly to refer only
to written disclosures delivered to the Agent and the Lenders in an orderly manner concurrently
with the execution hereof.



9.11 Entire Agreement. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TOGETHER
CONSTITUTE A WRITTEN AGREEMENT AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE
SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE



-78-




PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



9.12 Waiver of Jury Trial. THE BORROWER, THE AGENT AND THE LENDERS WAIVE THE RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF
THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY OF THE TRANSACTIONS RELATED TO ANY OF
THE CREDIT DOCUMENTS. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER,
THE AGENT AND THE LENDERS AND BORROWER, THE AGENT AND THE LENDERS ACKNOWLEDGE THAT NONE OF THE THEM
NOR ANY PERSON ACTING ON BEHALF OF ANY OF THEM HAS OR HAVE MADE ANY REPRESENTATIONS OF FACT TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THE BORROWER,
THE AGENT AND THE LENDERS FURTHER ACKNOWLEDGE THAT EACH OF THEM HAS BEEN REPRESENTED (OR HAS HAD
THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED BY ITS OWN FREE WILL, AND THAT EACH OF THEM HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. THE BORROWER, THE AGENT AND THE LENDERS AGREE
THAT THE OBLIGATIONS EVIDENCED BY THIS AGREEMENT ARE EXEMPTED TRANSACTIONS UNDER THE
TRUTH-IN-LENDING ACT, 15 U.S.C. SECTION 1601, ET SEQ. THE BORROWER, THE AGENT AND THE LENDERS
FURTHER ACKNOWLEDGE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE MEANING OF THIS WAIVER
PROVISION.



9.13 Amendment and Restatement. This Agreement amends, restates, replaces and
supersedes, in its entirety, the Existing Credit Agreement (as defined in the Recitals to this
Agreement). Borrower represents, warrants and agrees that, as of the date hereof, (i) there is no
uncured Default or Event of Default under the Existing Credit Agreement by any party thereto; (ii)
no condition exists which, but for the passage of time or giving of notice, would constitute an
uncured Default or Event of Default by any party thereto or which could give rise to a setoff or
defense under the Existing Credit Agreement; (iii) the Existing Credit Agreement and the related
credit documents are valid, in full force and effect, and are legally binding on the parties
thereto and any prior or current holder thereof; (iv) Borrower has no defenses to the
enforceability of the Existing Credit Agreement, including, but not limited to, the defense of
usury; and (v) Borrower has no right of set-off to any sums due under the Existing Credit Agreement
and related credit documents and no counterclaims against any party thereto or prior or current
holder thereof or counterclaims pertaining to the Existing Credit Agreement. It is the intention
of the Borrower and the Lenders that while this Agreement amends, restates, replaces and
supersedes, in its entirety, the indebtedness evidenced by the Existing Credit Agreement and the
related credit documents, this Agreement is not in payment or satisfaction of the Existing Credit
Agreement and related credit documents, but rather is in substitution of one evidence of debt for
another. Nothing herein contained is intended as, or shall be construed as, a novation of the
Existing Credit Agreement and related credit documents.



-79-




9.14 USA PATRIOT Act Notice. To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions to obtain, verify
and record information that identifies each Borrower that opens an account. What this means: when
the Borrower opens an account, each Lender will ask for the business name, business address,
taxpayer identifying number and other information that will allow the Lender to identify the
Borrower, such as organizational documents. For some business and organizations, the Lender may
also need to ask for identifying information and documentation relating to certain individuals
associated with the business or organization.



9.15 Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim against the Agent any
Lender or any Issuing Bank, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use
of the proceeds thereof.



9.16 Contractual Recognition of Bail-In.



It is agreed that notwithstanding any other term of any Credit Document or any other
agreement, arrangement or understanding between the parties hereto, each party hereto acknowledges
and accepts that any liability of any party hereto to any other party hereto under or in connection
with the Credit Documents may be subject to Bail-In Action by the relevant Resolution Authority and
acknowledges and accepts to be bound by the effect of:



(a) any Bail-In Action in relation to any such liability, including (without limitation):




(i) a reduction, in full or in part, in the principal amount, or outstanding amount due
(including any accrued but unpaid interest) in respect of any such liability;




(ii) a conversion of all, or part of, any such liability into shares or other
instruments of ownership that may be issued to, or conferred on, it; and




(iii) a cancellation of any such liability; and



(b) a variation of any term of any Credit Document to the extent necessary to give effect to
any Bail-In Action in relation to any such liability.



[SIGNATURE PAGES FOLLOW]




-80-




[SIGNATURE PAGE 1 OF 10 – FOURTH AMENDED AND

RESTATED CREDIT AGREEMENT]




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
above.




EASTGROUP PROPERTIES, L.P.,


a Delaware limited partnership




By: EastGroup Properties General Partners, Inc.,
General Partner




By: /s/ Brent Wood

Name: Brent Wood

Title: Executive Vice President, Chief Financial

Officer and Treasurer





By: /s/ Bruce Corkern

Name: Bruce Corkern

Title: Senior Vice President, Chief Accounting

Officer and Secretary





EASTGROUP PROPERTIES, INC., a Maryland corporation




By: /s/ Brent Wood

Name: Brent Wood

Title: Executive Vice President, Chief Financial

Officer and Treasurer





By: /s/ Bruce Corkern

Name: Bruce Corkern

Title: Senior Vice President, Chief Accounting

Officer and Secretary





Address:


400 W. Parkway Place, Suite 100


Ridgeland, MS 39157


Attention: Chief Financial Officer



[SIGNATURE PAGE 2 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





PNC BANK, NATIONAL ASSOCIATION,


as Administrative Agent and as a Lender




By: /s/ Andrew T. White

Name: Andrew T. White

Title: Senior Vice President





Address:


1600 Market Street, 31st Floor


Mail Stop: F2-F070-31-3


Philadelphia, PA 19103


Attention: Andrew T. White/Real Estate Banking






Telephone No.: 215-585-6123


Telecopy No.: 215-585-5806


E-Mail: andrew.white@pnc.com




With a copy to:


PNC Firstside Center


500 First Avenue, Fourth Floor


Mail Stop: P7-PFSC-04-V


Pittsburgh, PA  15219


Attention: Sean D’Alessio


Telephone No.: 412-807-7694


Telecopy No.: 888-614-9134


E-Mail: sean.dalessio@pnc.com



[SIGNATURE PAGE 3 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





REGIONS BANK,


as Syndication Agent and as a Lender




By: /s/ Ghi S. Gavin

Name: Ghi S. Gavin

Title: Senior Vice President





Address:


1900 5th Avenue North, BRC-15


Birmingham, AL 35203


Attn: Ghi Gavin


Telephone No.: 704-770-3647


E-Mail: ghi.gavin@regions.com



[SIGNATURE PAGE 4 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Co-Documentation Agent and as a Lender




By: /s/ Katie Holden

Name: Katie Holden

Title: Senior Vice President





Address:




Wells Fargo Bank






10 S. Wacker Drive


Chicago, IL 60606


Attn: Mike Kaschke, Portfolio Manager


Telephone No.: 312-827-1555


E-Mail: michael.s.kaschke@wellsfargo.com




With a copy to:


Wells Fargo Bank


10 S. Wacker Drive


Chicago, IL 60606


Attn: Brandon Barry, Vice President


Telephone No.: 312-827-1525


E-Mail: brandon.barry@wellsfargo.com



[SIGNATURE PAGE 5 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





BANK OF AMERICA, N.A.,


as Co-Documentation Agent and as a Lender




By: /s/ Christopher Thompson

Name: Christopher Thompson

Title: Vice President





Address:




Bank of America, N.A.






100 N. Tryon Street


Charlotte, NC 28255


Attn: Kush Shah, Portfolio Management Officer


Telephone No.: 704-919-4693


E-Mail: kush.shah@baml.com




With a copy to:


Bank of America, N.A.


600 Peachtree Street, NE


Atlanta, GA 30308


Attn: Chris Thompson, Vice President


Telephone No.: 404-607-6594


Telecopy No.: 404-607-4145


E-Mail: christopher.j.thompson@baml.com



[SIGNATURE PAGE 6 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





U.S. BANK NATIONAL ASSOCIATION,


as Co-Documentation Agent and as a Lender




By: /s/ Partick Trowbridge

Name: Patrick Trowbridge

Title: Senior Vice President





Address:


U.S. Bank National Association






13737 Noel Road, Suite 800


Dallas, TX 75240


Attn: Patrick Trowbridge,


Senior Vice President


Telephone No.: 972-581-1618


E-Mail: patrick.trowbridge@usbank.com




With a copy to:


U.S. Bank National Association


190 South LaSalle Street, 11th Floor


Chicago, IL 60603


Attn: Neetu Shah, Assistant Vice President


Telephone No.: 312-325-8883


E-Mail: neetu.shah@usbank.com



[SIGNATURE PAGE 7 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





THE BANK OF NEW YORK MELLON,


as a Lender




By: /s/ Rick Laudisi

Name: Rick Laudisi

Title: Managing Director





Address:


225 Liberty Street 107/2200


New York, NY 10286


Attn: Rick Laudisi, Managing Director


Telephone No.: 212-635-7621


Telecopy No.: 212-635-7065


E-Mail: rick.laudisi@bnymellon.com



[SIGNATURE PAGE 8 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





TRUSTMARK NATIONAL BANK,


as a Lender




By: /s/ Lee Carney

Name: Lee Carney

Title: First Vice President





Address:


Trustmark National Bank






P.O. Box 22749


Jackson, MS 39225


Attn: Lee Carney, First Vice President


Telephone No.: 601-208-5253


Telecopy No.: 601-208-6823


E-Mail: lcarney@trustmark.com




With a copy to:


Trustmark National Bank


P.O. Box 22749


Jackson, MS 39225


Attn: Gretchen Ware, Senior Vice President


Telephone No.: 601-208-6460


Telecopy No.: 601-208-6823


E-Mail: gware@trustmark.com



[SIGNATURE PAGE 9 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





BANKPLUS,


as a Lender




By: /s/ Jay Bourne

Name: Jay Bourne

Title: SVP





Address:


BankPlus






1200 Eastover drive, Suite 200


Jackson, MS 39211


Attn: Jay Bourne, SVP Commercial Lending


Telephone No.: 601-898-8303


Telecopy No.: 601-510-9956


E-Mail: jaybourne@bankplus.net




With a copy to:


BankPlus


1200 Eastover drive, Suite 200


Jackson, MS 39211


Attn: Janet Jones, SVP Commercial Lending


Telephone No.: 601-898-4466


Telecopy No.: 601-510-9956


E-Mail: janetjones@bankplus.net



[SIGNATURE PAGE 10 OF 10 – FOURTH AMENDED AND




RESTATED CREDIT AGREEMENT]





RAYMOND JAMES BANK, N.A.,


as a Lender




By: /s/ Matt Stein

Name: Matt Stein

Title: Senior Vice President





Address:


Raymond James Bank






710 Carillon Parkway


St. Petersburg, FL 33716


Attn: Matt Stein, Senior Vice President


Telephone No.: 727-567-5118


E-Mail: matt.stein@raymondjames.com



Schedule I




to Fourth Amended and Restated Credit Agreement




Applicable Margin and Facility Fee Rate




	 	 	 	 	 	 	 	 	 
	Level	 	Credit Rating	 	Applicable Margin	 	Facility Fee Rate
	 	 	 	 	 	 	 
	 	 	
 
	 	LIBOR Borrowing
	 	Base Rate Borrowing
	 	

	 	 	
 
	 	 
	 	 
	 	

	I
	 	S&P: A-,

Moody’s: A3,

or equivalent

	 	0.825%





	 	0.000%





	 	0.125%





	 
	 	 

	 	 
	 	 
	 	 
	II
	 	S&P: BBB+,

Moody’s: Baa1,

or equivalent

	 	0.875%





	 	0.000%





	 	0.150%





	 
	 	 

	 	 
	 	 
	 	 
	III
	 	S&P: BBB,

Moody’s: Baa2,

or equivalent

	 	1.000%





	 	0.000%





	 	0.200%





	 
	 	 

	 	 
	 	 
	 	 
	IV
	 	S&P: BBB-,

Moody’s: Baa3,

or equivalent

	 	1.200%





	 	0.200%





	 	0.250%





	 
	 	 

	 	 
	 	 
	 	 
	V
	 	S&P: <BBB-,

Moody’s: <Baa3,

or equivalent

	 	1.550%





	 	0.550%





	 	0.300%





	 
	 	 

	 	 
	 	 
	 	 






EXHIBIT C

FORM OF [AMENDED AND RESTATED] PROMISSORY NOTE




$            , 20      



FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership, and EASTGROUP
PROPERTIES, INC., a Maryland corporation (herein collectively called the “Maker”), jointly and
severally promise to pay to the order of        (together with any subsequent holder,
being hereinafter called the “Payee”), at the offices of PNC Bank, National Association, a national
banking association, as “Agent” under the Credit Agreement (as hereinafter defined), at Firstside
Center, 500 First Avenue, 4th Floor, Mail Stop: P7-PFSC-04-V, Pittsburgh, Pennsylvania 15219, or at
such other place as the Payee may hereafter designate in writing, in immediately available funds
and in lawful money of the United States of America, the principal sum of        DOLLARS AND
NO/100s ($     ) (or the unpaid balance of all principal advanced against this [Amended and
Restated] Promissory Note (the “Note”), if that amount is less), together with interest on the
unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest
on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that
for the full term of this Note the interest rate produced by the aggregate of all sums paid or
agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby
(including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the
Ceiling Rate.



1. Definitions. Any terms not defined herein shall have the meaning given to them in
the Fourth Amended and Restated Credit Agreement dated June 14, 2018 among the Maker, the Agent,
the Payee and certain other Lenders (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”).



2. Rate Change Automatically and Without Notice. Without notice to Maker or any other
person or entity and to the full extent allowed by applicable law from time to time in effect, the
Adjusted Base Rate and the Ceiling Rate shall each automatically fluctuate upward and downward as
and in the amount by which the Adjusted Base Rate, and such maximum nonusurious rate of interest
permitted by applicable law, respectively, fluctuate.



3. Calculation of Interest. Interest shall be computed on an actual/actual basis.
Interest accrued on the unpaid principal balance of this Note shall be computed on the basis of the
actual number of days elapsed in the applicable calendar period in which it accrued.



4. Excess Interest Will be Refunded or Credited. If, for any reason whatever, the
interest paid or received on this Note during its full term produces a rate which exceeds the
Ceiling Rate, the Payee shall refund to the Maker or, at the Payee’s option, credit against the
principal of this Note such portion of that interest as shall be necessary to cause the interest
paid on this Note to produce a rate equal to the Ceiling Rate.



Exhibit C-1




5. Interest Will Be Spread. All sums paid or agreed to be paid to the Payee for the
use, forbearance or detention of the indebtedness evidenced hereby, to the extent permitted by
applicable law and to the extent necessary to avoid violating applicable usury laws, shall be
amortized, prorated, allocated and spread in equal parts throughout the full term of this Note, so
that the interest rate is uniform throughout the full term of this Note.



6. Payment Schedule. The principal of this Note shall be due and payable on the
Maturity Date. Accrued and unpaid interest shall be due and payable on each Interest Payment Date.
All payments shall be applied first to accrued interest, the balance to principal.



7. Prepayment. Maker may prepay this Note only as provided in the Credit Agreement.



8. Revolving Credit. Upon and subject to the terms and conditions of the Credit
Agreement and the other provisions of this Note, Maker may borrow, repay and reborrow against this
Note at any time unless and until a Default or Event of Default has occurred which the Payee has
not declared to have been fully cured or waived, and (except as the Credit Agreement or any of the
other Credit Documents may otherwise provide) there is no limit on the number of advances against
this Note so long as the total unpaid principal of this Note at any time outstanding does not
exceed the Payee’s Lender Commitment. Interest on the amount of each advance against this Note
shall be computed on the amount of the unpaid balance of that advance from the date it is made
until the date it is repaid. If Maker’s right (if any) to borrow against this Note shall ever
lapse because of the occurrence of any Default or Event of Default, it shall not be reinstated (or
construed from any course of conduct or otherwise to have been reinstated) unless and until the
Payee shall declare in a signed writing that it has been cured or waived. The unpaid principal
balance of this Note at any time shall be the total of all principal lent against this Note to
Maker or for Maker’s account less the sum of all principal payments and permitted prepayments on
this Note received by the Payee. Absent manifest error, the Payee’s computer records shall on any
day conclusively evidence the unpaid balance of this Note and its advances and payments history
posted up to that day. All loans and advances and all payments and permitted prepayments made on
this Note may be (but are not required to be) endorsed by the Payee on the schedule attached hereto
(which is hereby made a part hereof for all purposes) or otherwise recorded in the Payee’s computer
or manual records; provided, that the Payee’s failure to make notation of (a) any principal advance
or accrual of interest shall not cancel, limit or otherwise affect Maker’s obligations or the
Payee’s rights with respect to that advance or accrual, or (b) any payment or permitted prepayment
of principal or interest shall not cancel, limit or otherwise affect Maker’s entitlement to credit
for that payment as of the date of its receipt by the Payee.



9. Credit Agreement. This Note has been issued pursuant to the terms of the Credit
Agreement, to which reference is made for all purposes. Advances against this Note by the Payee
shall be governed by the Credit Agreement. The Payee is entitled to the benefits of the Credit
Agreement, and the other Credit Documents, all of which are incorporated herein by reference,
including the representations, warranties, covenants, conditions, security interests and liens
contained or granted therein.



Exhibit C-2




10. Defaults and Remedies. Time is of the essence. Maker’s failure to pay any
principal or accrued interest owing on this Note when due and after expiration of any applicable
period for notice and right to cure such a failure which is specifically provided for in the Credit
Agreement or any other provision of this Note, or the occurrence of any Event of Default under the
Credit Agreement or any other Credit Documents shall constitute a default under this Note.



11. Waivers. Except only for any notices which are specifically required by the
Credit Agreement, Maker and any and all co makers, endorsers, guarantors and sureties severally
waive notice (including, but not limited to, notice of intent to accelerate and notice of
acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest,
diligence in collecting and the filing of suit for the purpose of fixing liability and consent that
the time of payment hereof may be extended and re extended from time to time without notice to any
of them. Each such Person agrees that his, her or its liability on or with respect to this Note
shall not be affected by any release of or change in any guaranty or security at any time existing
or by any failure to perfect or maintain perfection of any lien against or security interest in any
such security or the partial or complete unenforceability of any guaranty or other surety
obligation, in each case in whole or in part, with or without notice and before or after maturity.



12. Governing Law, Jurisdiction and Venue. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA
FROM TIME TO TIME IN EFFECT.



13. General Purpose of Loan. Maker warrants and represents to the Payee that all
loans evidenced by this Note are and will be for business, commercial, investment or other similar
purpose.



14. Participations and Assignments. The Payee reserves the right to sell
participations, assign interests or both, in all or any part of this Note or the debt evidenced by
this Note, in accordance with the Credit Agreement.



15. Provisions Relating to Co Makers. Each Maker agrees that it shall never be
entitled to be subrogated to any of the Payee’s rights against any Obligor or any other person or
entity or any collateral or offset rights held by the Payee for payment of the indebtedness and
obligations incurred under or pursuant to the Credit Documents (the “Debt”) until full payment of
the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents
and final termination of the Payee’s obligations, if any, to make further advances under this Note
or to provide any other financial accommodations to any Obligor. The value of the consideration
received and to be received by each Maker is reasonably worth at least as much as the liability and
obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each
Maker has determined that such liability and obligation may reasonably be expected to substantially
benefit each Maker directly or indirectly. Each Maker has had full and complete access to the
underlying papers relating to the Debt and all other papers executed by any Obligor or any other
person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning
and effect of their contents. Each Maker is fully informed of all circumstances which bear upon
the risks of executing this Note and which a diligent inquiry



Exhibit C-3




would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis
information concerning such other Maker’s financial condition, and is not depending on the Payee or
Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor
the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any
data or information regarding any other Maker.



[16. Amendment And Restatement. THIS NOTE IS GIVEN IN REPLACEMENT OF THAT CERTAIN
PROMISSORY NOTE DATED JULY 30, 2015 (THE “PRIOR NOTE”) ISSUED BY THE MAKER IN FAVOR OF THE PAYEE
PURSUANT TO THAT CERTAIN THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED DECEMBER 18, 2012 AND
EFFECTIVE AS OF JANUARY 2, 2013 BY AND AMONG THE MAKER, THE PAYEE AND CERTAIN OTHER LENDERS. TO
THE EXTENT THAT THE PRINCIPAL BALANCE OF THIS NOTE INCLUDES A PORTION OF THE MAKER’S INDEBTEDNESS
EVIDENCED BY THE PRIOR NOTE PRIOR TO THE DATE HEREOF, THIS NOTE (I) MERELY RE-EVIDENCES THE
INDEBTEDNESS EVIDENCED BY THE PRIOR NOTE PRIOR TO THE DATE HEREOF, (II) IS GIVEN AS SUBSTITUTION
FOR, AND NOT AS PAYMENT OF, THE PRIOR NOTE, AND (III) IS IN NO WAY INTENDED TO CONSTITUTE A
NOVATION OF THE PRIOR NOTE. THE MAKER HEREBY AGREES THAT THIS NOTE SHALL IN ALL RESPECTS TAKE THE
PLACE OF AND INCLUDE ANY PRINCIPAL AMOUNT OF THE PRIOR NOTE.]



[REMAINDER OF PAGE INTENTIONALLY — LEFT BLANK]




Exhibit C-4




[SIGNATURE PAGE 1 OF 1 – [AMENDED AND RESTATED] PROMISSORY NOTE]





EASTGROUP PROPERTIES, L.P.,


a Delaware limited partnership




By: EastGroup Properties General Partners, Inc., General
Partner




By:

Name: Brent Wood

Title: Executive Vice President, Chief Financial Officer

and Treasurer





By:

Name: Bruce Corkern

Title: Senior Vice President, Chief Accounting Officer and

Secretary





EASTGROUP PROPERTIES, INC., a Maryland corporation




By:

Name: Brent Wood

Title: Executive Vice President, Chief Financial Officer

and Treasurer





By:

Name: Bruce Corkern

Title: Senior Vice President, Chief Accounting Officer and

Secretary




Exhibit C-5




	 	 	 
	STATE OF       

COUNTY OF       

	 	)

)

)






On this        day of       , 20      , before me, the undersigned Notary Public, personally appeared
Brent Wood and Bruce Corkern, and that they, being personally known to me, acknowledged that they
executed the foregoing instrument for the purposes therein contained and in the capacities therein
stated.



IN WITNESS WHEREOF, I hereunto set my hand and official seal.



     


Notary Public



My commission expires:



Exhibit C-6




[Amended and Restated] Promissory Note (cont’d)

SCHEDULE




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 
	Date

	 	Amount of Loan
	 	Type of Loan
	 	Amount of Principal

Repaid
	 	

Maturity Date
	 	

Notation Made By
	 

	 	 
	 	 
	 	 
	 	 
	 	 






Exhibit C-7