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








                                 LOAN AGREEMENT

                          dated as of November 25, 1997

                                      among


                  THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP,
                                  as Borrower,



                              FLEET NATIONAL BANK,
                                   as a Bank,


                         PNC BANK, NATIONAL ASSOCIATION,
                                   as a Bank,


                the other Banks signatory hereto, each as a Bank



                                       and



                         PNC BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent









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





<PAGE>



                                TABLE OF CONTENTS
                                                                          Page

ARTICLE I. DEFINITIONS; ETC..................................................1
    Section 1.01        Definitions..........................................1
    Section 1.02        Accounting Terms....................................14
    Section 1.03        Computation of Time Periods.........................14
    Section 1.04        Rules of Construction...............................15


ARTICLE II. THE LOANS.......................................................15
    Section 2.01        The Loans...........................................15
    Section 2.02        Purpose.............................................15
    Section 2.03        Advances Generally..................................15
    Section 2.04        Procedures for Advances.............................16
    Section 2.05        Extension of Maturity Date..........................16
    Section 2.06        Interest Periods; Renewals..........................16
    Section 2.07        Interest............................................17
    Section 2.08        Fees................................................17
    Section 2.09        Notes...............................................17
    Section 2.10        Prepayments.........................................18
    Section 2.11        Changes of Commitments..............................18
    Section 2.12        Method of Payment...................................18
    Section 2.13        Elections, Conversions or Continuation of Loans.....19
    Section 2.14        Minimum Amounts.....................................19
    Section 2.15        Certain Notices Regarding Elections, Conversions
                        and Continuations of Loans..........................19
    Section 2.16        Late Payment Premium................................19


ARTICLE III. YIELD PROTECTION; ILLEGALITY; ETC..............................20
    Section 3.01        Additional Costs....................................20
    Section 3.02        Limitation on Types of Loans........................21
    Section 3.03        Illegality..........................................21
    Section 3.04        Treatment of Affected Loans.........................22
    Section 3.05        Certain Compensation................................22
    Section 3.06        Capital Adequacy....................................23
    Section 3.07        Substitution of Banks...............................23


ARTICLE IV. CONDITIONS PRECEDENT............................................24
    Section 4.01        Conditions Precedent to the Initial Advance.........24
    Section 4.02        Conditions Precedent to Advances After the Initial
                        Advance.............................................26
    Section 4.03        Deemed Representations..............................26


ARTICLE V. REPRESENTATIONS AND WARRANTIES...................................26
    Section 5.01        Due Organization....................................26
    Section 5.02        Power and Authority; No Conflicts; Compliance With
                        Laws................................................26
    Section 5.03        Legally Enforceable Agreements......................27


                                       i


<PAGE>



    Section 5.04        Litigation..........................................27
    Section 5.05        Good Title to Properties............................27
    Section 5.06        Taxes...............................................27
    Section 5.07        ERISA...............................................27
    Section 5.08        No Default on Outstanding Judgments or Orders.......28
    Section 5.09        No Defaults on Other Agreements.....................28
    Section 5.10        Government Regulation...............................28
    Section 5.11        Environmental Protection............................28
    Section 5.12        Solvency............................................28
    Section 5.13        Financial Statements................................28
    Section 5.14        Valid Existence of Affiliates.......................29
    Section 5.15        Insurance...........................................29
    Section 5.16        Accuracy of Information; Full Disclosure............29


ARTICLE VI. AFFIRMATIVE COVENANTS...........................................29
    Section 6.01        Maintenance of Existence............................29
    Section 6.02        Maintenance of Records..............................29
    Section 6.03        Maintenance of Insurance............................29
    Section 6.04        Compliance with Laws; Payment of Taxes..............30
    Section 6.05        Right of Inspection.................................30
    Section 6.06        Compliance With Environmental Laws..................30
    Section 6.07        Payment of Costs....................................30
    Section 6.08        Maintenance of Properties...........................30
    Section 6.09        Reporting and Miscellaneous Document Requirements...30


ARTICLE VII. NEGATIVE COVENANTS.............................................34
    Section 7.01        Mergers Etc.........................................34
    Section 7.02        Investments.........................................34
    Section 7.03        Sale of Assets......................................34
    Section 7.04        Interest Rate Hedging...............................34
    Section 7.05        Partnership Committee of Borrower...................34


ARTICLE VIII. FINANCIAL COVENANTS...........................................35
    Section 8.01        Net Worth...........................................35
    Section 8.02        Relationship of Total Outstanding Indebtedness to Gross
                        Asset Value.........................................35
    Section 8.03        Relationship of Secured Indebtedness to Gross Asset
                        Value...............................................35
    Section 8.04        Relationship of Combined EBITDA to Interest Expense.35
    Section 8.05        Relationship of Combined EBITDA to Adjusted Total
                        Outstanding Indebtedness............................35
    Section 8.06        Combined EBTDA......................................35
    Section 8.07        Unsecured Debt Yield................................35
    Section 8.08        Relationship of Unencumbered Combined EBITDA to
                        Interest Expense on Unsecured Indebtedness..........35


ARTICLE IX. EVENTS OF DEFAULT...............................................36
    Section 9.01        Events of Default...................................36
    Section 9.02        Remedies............................................38


ARTICLE X. ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS......................38


                                       ii


<PAGE>



    Section 10.01       Appointment, Powers and Immunities of Administrative
                        Agent...............................................38
    Section 10.02       Reliance by Administrative Agent....................38
    Section 10.03       Defaults............................................39
    Section 10.04       Rights of Administrative Agent as a Bank............39
    Section 10.05       Indemnification of Administrative Agent.............39
    Section 10.06       Non-Reliance on Administrative Agent and Other
                        Banks...............................................40
    Section 10.07       Failure of Administrative Agent to Act..............40
    Section 10.08       Resignation or Removal of Administrative Agent......40
    Section 10.09       Amendments Concerning Agency Function...............41
    Section 10.10       Liability of Administrative Agent...................41
    Section 10.11       Transfer of Agency Function.........................41
    Section 10.12       Non-Receipt of Funds by Administrative Agent........41
    Section 10.13       Withholding Taxes...................................41
    Section 10.14       Minimum Commitment by Fleet and PNC.................42
    Section 10.15       Pro Rata Treatment..................................42
    Section 10.16       Sharing of Payments Among Banks.....................42
    Section 10.17       Possession of Documents.............................42


ARTICLE XI. NATURE OF OBLIGATIONS...........................................43
    Section 11.01       Absolute and Unconditional Obligations..............43
    Section 11.02       Non-Recourse to TRG Partners........................43


ARTICLE XII. MISCELLANEOUS..................................................44
    Section 12.01       Binding Effect of Request for Advance...............44
    Section 12.02       Amendments and Waivers..............................44
    Section 12.03       Usury...............................................44
    Section 12.04       Expenses; Indemnification...........................44
    Section 12.05       Assignment; Participation...........................45
    Section 12.06       Documentation Satisfactory..........................47
    Section 12.07       Notices.............................................47
    Section 12.08       Intentionally Omitted...............................47
    Section 12.09       Table of Contents; Headings.........................47
    Section 12.10       Severability........................................47
    Section 12.11       Counterparts........................................47
    Section 12.12       Integration.........................................47
    Section 12.13       GOVERNING LAW.......................................48
    Section 12.14       Waivers.............................................48
    Section 12.15       JURISDICTION; IMMUNITIES............................48



EXHIBIT A            -        Authorization Letter

EXHIBIT B            -        Solvency Certificate

EXHIBIT C            -        Note

EXHIBIT D            -        List of Affiliates

EXHIBIT E            -        Assignment and Assumption Agreement



                                      iii


<PAGE>



            LOAN  AGREEMENT  ("this  Agreement")  dated as of November  25, 1997
among THE  TAUBMAN  REALTY  GROUP  LIMITED  PARTNERSHIP,  a limited  partnership
organized  and  existing  under the laws of the State of Delaware  ("Borrower"),
FLEET NATIONAL BANK ("Fleet"), PNC BANK, NATIONAL ASSOCIATION (in its individual
capacity  and not as  Administrative  Agent,  "PNC") and the  lenders  signatory
hereto (Fleet,  PNC, said other lenders  signatory  hereto,  and the lenders who
from time to time become Banks pursuant to Section 3.07 or 12.05,  each a "Bank"
and  collectively,   the  "Banks")  and  PNC  BANK,  NATIONAL  ASSOCIATION,   as
administrative  agent  for the  Banks  (in  such  capacity,  together  with  its
successors in such capacity, "Administrative Agent").

            Borrower  has  requested  that the Banks  extend  credit as provided
herein, and the Banks are prepared to extend such credit.

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


                          ARTICLE I. DEFINITIONS; ETC.

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

            "Acquisition  Indebtedness  Adjustment"  means,  as of any date, the
aggregate,  for all  acquisitions  that  occurred  during the twelve  (12)-month
period  ending  on such  date,  of the  product  of (1) the  increase  in  Total
Outstanding  Indebtedness as a result of indebtedness assumed and/or incurred in
connection with the acquisition and which is still  outstanding as of such date,
multiplied  by (2) the ratio of (A) three  hundred  sixty five  (365)  minus the
number of days between the closing of the acquisition and such date to (B) three
hundred sixty five (365).

            "Acquisition  Unsecured  Indebtedness  Adjustment"  means, as of any
date,  the  aggregate,  for all  acquisitions  that  occurred  during the twelve
(12)-month  period  ending on such date,  of the product of (1) the  increase in
Unsecured  Indebtedness  as a result of unsecured  indebtedness  assumed  and/or
incurred in connection with the acquisition and which is still outstanding as of
such date,  multiplied  by (2) the ratio of (A) three  hundred  sixty five (365)
minus the number of days between the closing of the acquisition and such date to
(B) three hundred sixty five (365).

            "Adjusted  Total  Outstanding  Indebtedness"  means, as of any date,
Total Outstanding Indebtedness plus the Disposition Indebtedness Adjustment less
the Acquisition Indebtedness Adjustment.

            "Adjusted Unsecured  Indebtedness"  means, as of any date, Unsecured
Indebtedness  plus the Disposition  Unsecured  Indebtedness  Adjustment less the
Acquisition Unsecured Indebtedness Adjustment.

            "Administrative Agent" has the meaning specified in the preamble.




<PAGE>



            "Administrative Agent's Office" means Administrative Agent's address
located  at  One  PNC  Plaza,  249  Fifth  Avenue,   P1-POPP-19-2,   Pittsburgh,
Pennsylvania 15222, Attention: Real Estate Banking, or such other address in the
United  States as  Administrative  Agent may designate by notice to Borrower and
the Banks.

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

            "Agreement" means this Loan Agreement,  as amended,  supplemented or
modified from time to time.

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

            "Applicable Margin" means, with respect to Base Rate Loans and LIBOR
Loans,  the  respective  rates  per  annum  determined,  at any  time,  based on
Borrower's  Credit Rating at the time, in accordance  with the following  table.
Any change in Borrower's  Credit Rating causing it to move to a different  range
on the table shall effect an immediate change in the Applicable Margin.

================================================================================
   Borrower's Credit Rating          Applicable Margin        Applicable Margin
(S&P/Moody's/Duff & Phelps/Fitch    for Base Rate Loans        for LIBOR Loans
           Ratings)                    (% per annum)            (% per annum)
--------------------------------------------------------------------------------
A/A2/A/A or higher                        0.00                    0.60
--------------------------------------------------------------------------------
A-/A3/A-/A-                               0.00                    0.70
--------------------------------------------------------------------------------
BBB+/Baal/BBB+/BBB+                       0.00                    0.80
--------------------------------------------------------------------------------
BBB/Baa2/BBB/BBB                          0.00                    0.90
--------------------------------------------------------------------------------
BBB-/Baa3/BBB-/BBB-                       0.00                    1.00
--------------------------------------------------------------------------------
Below BBB-/Baa3/BBB-/BBB-  or
unrated                                   0.35                    1.35
================================================================================

            "Assignee" has the meaning specified in Section 12.05.

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



                                        2

<PAGE>



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

            "Bank" and "Banks"  have the  respective  meanings  specified in the
preamble.

            "Bank Parties" means Administrative Agent and the Banks.

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

            "Banks'  Valuation  Consultant" means Landauer  Associates,  Inc. or
such other appraisal firm(s) reasonably acceptable to Borrower, Fleet and PNC.

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

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

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

            "Borrower" has the meaning specified in the preamble.

            "Borrower's  Credit  Rating"  means the lower of the two (2) ratings
(if there are only two (2) ratings) or the lower of the two (2) highest  ratings
(if  there  are  more  than  two  (2)  ratings)  assigned  from  time to time to
Borrower's unsecured and unsubordinated long-term indebtedness by, respectively,
S&P, Moody's,  Duff & Phelps and Fitch.  Unless such indebtedness of Borrower is
rated by at least two (2) of the Rating Agencies, at least one (1) of which must
be either S&P or Moody's, "Borrower's Credit Rating" shall be considered unrated
for purposes of determining both the Applicable Margin and Facility Fee Rate.

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

            "Closing  Date" means the date this  Agreement  has been executed by
all parties.

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

            "Combined EBTDA" means, for any period of time, Combined EBITDA less
Interest Expense.



                                        3

<PAGE>



"Combined  EBITDA"  means,  for any period of time,  (1) revenues less operating
costs before  interest,  depreciation  and  amortization  and unusual  items for
Borrower and its  Consolidated  Businesses  (based on the accounting  principles
reflected in the TRG  Consolidated  Financial  Statements as of and for the year
ended  December 31, 1996  contained in the Form 10-K for such period of TRG, and
assuming that any dividends paid on any equity security shall not be deducted in
calculating  Combined EBITDA unless such equity security may be converted into a
debt security at any time or is mandatory redeemable for cash within twenty (20)
years from its initial  issuance)  plus (2)  Borrower's  beneficial  interest in
revenues less operating costs before interest, depreciation and amortization and
unusual items (after eliminating appropriate intercompany amounts) applicable to
each of the UJVs.

            "Consolidated  Businesses" means, collectively (1) each Affiliate of
Borrower,  all of the equity  interests of which are, or, under GAAP, are deemed
to be, owned by Borrower and (2) Taub-Co  Management  Inc., The Taubman  Company
Limited Partnership and their respective  Affiliates so long as more than ninety
percent (90%) of the equity interests in the entities referred to in this clause
(2) are owned directly or indirectly by Borrower.

            "Consolidated  Outstanding  Indebtedness"  means,  as of  any  time,
mortgage notes payable and other notes payable of Borrower and its  Consolidated
Businesses, as reflected in the TRG Consolidated Financial Statements.

            "Contingent Liabilities" means the sum of (1) those liabilities,  as
determined  in  accordance  with GAAP,  set forth and  quantified  as contingent
liabilities in the notes to the TRG  Consolidated  Financial  Statements and (2)
contingent liabilities,  other than those described in the foregoing clause (1),
which represent direct payment guaranties of Borrower;  provided,  however, that
Contingent  Liabilities shall exclude contingent liabilities which represent the
"Other  Party's  Share" of  "Duplicated  Obligations"  (as such quoted terms are
hereinafter defined).  "Duplicated Obligations" means,  collectively,  all those
payment  guaranties  in respect of Debt of UJVs for which  Borrower  and another
party are jointly and  severally  liable,  where the other party is, in the sole
judgment of the Required Banks, capable of satisfying the Other Party's Share of
such  obligation.  "Other  Party's  Share" means such other  party's  fractional
beneficial interest in the UJV in question.

            "Continue", "Continuation" and "Continued" refer to the continuation
pursuant  to  Section  2.13 of a LIBOR  Loan as a LIBOR  Loan from one  Interest
Period to the next Interest Period.

            "Convert",  "Conversion"  and  "Converted"  refer  to  a  conversion
pursuant  to Section  2.13 of a Base Rate Loan into a LIBOR Loan or a LIBOR Loan
into a Base Rate Loan,  each of which may be  accompanied  by the  transfer by a
Bank  (at  its  sole  discretion)  of all or a  portion  of its  Loan  from  one
Applicable Lending Office to another.

            "Debt" means:  (1)  indebtedness or liability for borrowed money, or
for the  deferred  purchase  price of  property  or  services  (including  trade
obligations);  (2)  obligations  as lessee  under  Capital  Leases;  (3) current
liabilities  in  respect  of  unfunded  vested  benefits  under  any  Plan;  (4)
obligations  under letters of credit  issued for the account of any Person;  (5)
all obligations arising under bankers' or trade acceptance  facilities;  (6) all
guarantees,  endorsements  (other than for collection or deposit in the ordinary
course of business), and other contingent


                                        4

<PAGE>



obligations to purchase any of the items included in this definition, to provide
funds for  payment,  to supply  funds to invest in any Person,  or  otherwise to
assure a  creditor  against  loss;  (7) all  obligations  secured by any Lien on
property  owned by the Person whose Debt is being  measured,  whether or not the
obligations  have been  assumed;  and (8) all  obligations  under any  agreement
providing for contingent  participation or other hedging mechanisms with respect
to interest payable on any of the items described above in this definition.

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

            "Default  Rate" means a rate per annum equal to: (1) with respect to
Base Rate Loans,  a variable  rate three percent (3%) above the rate of interest
then in effect thereon (including the Applicable  Margin);  and (2) with respect
to LIBOR Loans, a fixed rate three percent (3%) above the rate(s) of interest in
effect thereon  (including  the Applicable  Margin) at the time of Default until
the end of the then current Interest Period therefor and, thereafter, a variable
rate  three  percent  (3%)  above  the rate of  interest  for a Base  Rate  Loan
(including the Applicable Margin).

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

            "Disposition  Indebtedness  Adjustment"  means,  as of any date, the
aggregate,  for all  Dispositions  that  occurred  during the twelve  (12)-month
period  ending  on such  date,  of the  product  of (1) the  reduction  in Total
Outstanding  Indebtedness as a result of indebtedness  repaid in connection with
the  Disposition,  multiplied  by (2) the ratio of (A) three  hundred sixty five
(365) minus the number of days between the closing of the  Disposition  and such
date to (B) three hundred sixty five (365).

            "Disposition  Unsecured  Indebtedness  Adjustment"  means, as of any
date,  the  aggregate,  for all  Dispositions  that  occurred  during the twelve
(12)-month  period  ending on such date,  of the product of (1) the reduction in
Unsecured   Indebtedness  as  a  result  of  unsecured  indebtedness  repaid  in
connection  with the  Disposition,  multiplied  by (2) the  ratio  of (A)  three
hundred  sixty five (365)  minus the number of days  between  the closing of the
Disposition and such date to (B) three hundred sixty five (365).

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

            "Duff & Phelps" means Duff & Phelps Credit Rating Company.

            "Elect",  "Election"  and  "Elected"  refer to election,  if any, by
Borrower  pursuant to Section 2.13 to have all or a portion of an advance of the
Loans be outstanding as LIBOR Loans.

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

            "Environmental  Law"  means any Law  relating  to  pollution  or the
environment,  including  Laws  relating  to noise or to  emissions,  discharges,
releases or threatened  releases of Hazardous Materials into the work place, the
community or the environment, or otherwise



                                        5

<PAGE>



relating  to  the  generation,  manufacture,   processing,   distribution,  use,
treatment, storage, disposal, transport or handling of Hazardous Materials.

            "Environmental Notice" means any written complaint, order, citation,
letter,  inquiry,  notice or other  written  communication  from any  Person (1)
affecting or relating to Borrower's  compliance  with any  Environmental  Law in
connection  with any activity or operations  at any time  conducted by Borrower,
(2)  relating  to the  occurrence  or  presence of or exposure to or possible or
threatened  or alleged  occurrence  or presence of or exposure to  Environmental
Discharges or Hazardous Materials at any of Borrower's  locations or facilities,
including,  without  limitation:  (a)  the  existence  of any  contamination  or
possible or  threatened  contamination  at any such location or facility and (b)
remediation of any  Environmental  Discharge or Hazardous  Materials at any such
location or  facility  or any part  thereof;  and (3) any  violation  or alleged
violation of any relevant Environmental Law.

            "ERISA" means the Employee  Retirement  Income Security Act of 1974,
as amended from time to time,  including  any rules and  regulation  promulgated
thereunder.

            "ERISA  Affiliate"  means any corporation or trade or business which
is a member of the same controlled group of organizations (within the meaning of
Section 414(b) of the Code) as Borrower or is under common  control  (within the
meaning of Section 414(c) of the Code) with Borrower.

            "Event of Default" has the meaning specified in Section 9.01.

            "Facility  Fee Rate"  means the rate per  annum  determined,  at any
time, based on Borrower's Credit Rating, in accordance with the following table.
Any change in Borrower's  Credit Rating which causes it to move into a different
range on the table shall effect an immediate change in the Facility Fee Rate.


Borrower's Credit Rating                          Facility Fee Rate
(S&P/Moody's/Duff & Phelps/Fitch Ratings)            (% per annum)
-----------------------------------------            -------------

A/A2/A/A or higher                                      0.15
A-/A3/A-/A-                                             0.15
BBB+/Baa1/BBB+/BBB+                                     0.20
BBB/Baa2/BBB/BBB                                        0.20

BBB-/Baa3/BBB-/BBB-                                     0.25

Below BBB-/Baa3/BBB-/BBB- or unrated                    0.25

            "Federal  Funds Rate" means,  for any day, the rate per annum (based
on a year of 360 days) 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  arranged by Federal  funds brokers 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,  however,  that if
such Federal Reserve Bank (or its



                                        6

<PAGE>



successor)  does not announce such rate on any day, the "Federal Funds Rate" for
such day shall be the  Federal  Funds  Effective  Rate for the last day on which
such rate was announced.

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

            "Fitch" means Fitch Investors Service, L.P.

            "GAAP" means generally accepted accounting  principles in the United
States of America as in effect from time to time,  applied on a basis consistent
with those used in the  preparation of the financial  statements  referred to in
Section 5.13 (except for changes concurred in by Borrower's Accountants).

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

            "Governmental Approvals" means any authorization, consent, approval,
license, permit, certification,  or exemption of, registration or filing with or
report or notice to, any Governmental Authority.

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

            "Great   Lakes   Crossing"   means   the   single-level,   enclosed,
super-regional value shopping center containing  approximately  1,340,000 square
feet  of  gross  leasable  area  to be  constructed  and  operated  by TAH on an
approximately 300 acre site located in Auburn Hills, Michigan owned by it.

            "Gross Asset Value"  means,  as of any time,  an amount,  determined
annually as of June 30th of each year and  effective  for the twelve  (12)-month
period  beginning  on the day after such date (it being  agreed that Gross Asset
Value determined as of June 30, 1997 is $3,712,416,000), equal to the sum of:

            (i) the  lesser of (1) the  aggregate  book  value of the  long-term
assets of Borrower, as reflected in the TRG Consolidated Financial Statements as
of and for the year ended such June 30th,  other than those assets  described in
clause (ii) below, or (2) five percent (5%) of the amount determined pursuant to
said clause (ii); and

              (ii) the amount,  determined by Borrower with the  concurrence  of
      the  Banks'   Valuation   Consultant,   equal  to  the  aggregate  of  the
      then-current  values,  on a free and clear basis,  of the real  properties
      owned or leased,  directly or  indirectly,  in whole or part, by Borrower,
      which are included in the TRG Consolidated  Financial Statements as of and
      for the  year  ended  as of  such  June  30th,  multiplied  by  Borrower's
      respective  beneficial  interests in such assets (it being understood that
      the  Banks'  Valuation  Consultant  shall  not  determine  the  fractional
      beneficial interest of Borrower in such real properties);



                                        7

<PAGE>



in each case, as adjusted for any Dispositions or acquisitions subsequent to the
most recent annual determination of Gross Asset Value by:

            (1) in the case of  Dispositions  of assets  described in clause (i)
      above,  deducting the book value of the asset disposed of, as reflected in
      such  annual  determination,  less  the  excess,  if  any,  of the  amount
      determined  pursuant  to clause  (i)(1)  above over the amount  determined
      pursuant to clause (i)(2) above (in each case, prior to the Disposition in
      question),

            (2) in the case of Dispositions  of assets  described in clause (ii)
      above,  deducting  the value for the asset  determined  pursuant to clause
      (ii) above,

            (3) in the case of  acquisitions  of assets  described in clause (i)
      above, adding the Purchase Price for the acquired asset, and

            (4) in the case of acquisitions  of assets  described in clause (ii)
      above,  adding the lesser of (A) the Purchase Price for the acquired asset
      or (B) the acquired  asset's  trailing  twelve  (12)-month  net  operating
      income, less any management fee adjustment, if applicable,  capitalized at
      a rate of  eight  percent  (8%)  per  annum;  provided,  however,  that at
      Borrower's request and expense,  Administrative Agent shall promptly cause
      the Banks'  Valuation  Consultant to appraise the acquired asset and, upon
      the  completion of such  appraisal,  provided such appraisal is reasonably
      satisfactory to Administrative  Agent, the appraised value of the acquired
      asset as determined in such appraisal  shall be substituted for the amount
      calculated pursuant to clauses (A) and (B) above.

In no event shall any adjustment  pursuant to clauses (2) or (3) above cause the
component of Gross Asset Value determined pursuant to clause (i) above to exceed
five percent (5%) of the component determined pursuant to clause (ii) above. Any
adjustment, pursuant to the operation of clauses (2) or (4) above, to the amount
determined  pursuant  to clause  (ii)  above  shall  also  effect  an  automatic
adjustment to the component of Gross Asset Value  determined  pursuant to clause
(i) above by reason of the operation of clause (i)(2).

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

            "Initial Advance" means the first advance of proceeds of the Loans.

            "Interest  Expense" means,  for any period of time, the consolidated
interest expense (without deduction of consolidated interest income) of Borrower
and its Consolidated Businesses (based on the accounting principles reflected in
the TRG Consolidated  Financial Statements as of and for the year ended December
31, 1996 contained in the Form 10-K for such period of TRG), including,  without
limitation or duplication (or, to the extent not so included,  with the addition
of), (1) the portion of any rental  obligation  in respect of any Capital  Lease
obligation  allocable  to  interest  expense in  accordance  with GAAP;  (2) the
amortization  of Debt  discounts;  (3) any  payments  or  receipts  (other  than
up-front fees) with respect to interest rate swap or similar agreements; (4) any
dividends attributable to any equity security which may be



                                        8

<PAGE>



converted  into a debt  security  of  Borrower  at any  time  or is  mandatorily
redeemable for cash within twenty (20) years from its initial issuance;  and (5)
the  interest  expense  and  items  listed  in  clauses  (1)  through  (4) above
applicable to each of the UJVs  multiplied by Borrower's  respective  beneficial
interests in the UJVs (it being understood that the items listed in clauses (1),
(2) and (3) above shall be considered part of Interest Expense even if, due to a
change in GAAP, such items would no longer be considered  interest expense under
GAAP).

            "Interest  Period" means, with respect to any LIBOR Loan, the period
commencing on the date the same is advanced,  converted from a Base Rate Loan or
Continued,  as the case may be, and ending,  as Borrower may select  pursuant to
Section 2.06, on the numerically  corresponding day in the first, second, third,
or,  if  available  to  all of the  Banks,  sixth  or  twelfth,  calendar  month
thereafter,  provided that each such Interest Period which commences on the last
Banking Day of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the
last Banking Day of the appropriate calendar month.

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

            "LIBOR  Base  Rate"  means,  with  respect  to any  Interest  Period
therefor,  the rate per annum for the first  day of the  Interest  Period  ("the
Reset  Date")  for  deposits  in  Dollars  for a period of the  number of months
contained in the Interest Period (the  "Designated  Maturity")  which appears on
Dow Jones Page 3750 (or such other  display  page on the Dow Jones System as may
replace  such Page 3750) as of 11:00 A.M.  (London  time) on the day that is two
(2)  Banking  Days  prior to that  Reset  Date for a period,  and in an  amount,
comparable  to such Interest  Period and  principal  amount of the LIBOR Loan in
question  outstanding  during such Interest Period. If such rate does not appear
on Dow Jones  Page 3750 (or such  replacement  page),  the rate for a Reset Date
will be  determined  on the basis of the rates at which  deposits in Dollars are
offered by four (4) major  banks in the London  interbank  market as selected by
Administrative  Agent and  agreed to by  Borrower  (the  "Reference  Banks")  at
approximately  11:00 A.M.  (London time) on the day that is two (2) Banking Days
preceding  that Reset Date to prime banks in the London  interbank  market for a
period of the Designated Maturity commencing on that Reset Date and in an amount
comparable  to the  amount  of the  LIBOR  Loan to be  outstanding  during  such
Interest Period (the "Representative Amount"). Administrative Agent will request
the  principal  London  office  of each of the  Reference  Banks  to  provide  a
quotation of its rate. If at least two (2) such  quotations  are  provided,  the
rate for that Interest Period will be the arithmetic mean of the quotations.  If
fewer than two (2) quotations are provided as requested, the rate for that Reset
Date will the  arithmetic  mean of the rates  quoted by major  banks in New York
City,  selected  by  Administrative   Agent  and  agreed  to  by  Borrower,   at
approximately 11:00 A.M. (New York time) on that Reset Date for loans in Dollars
to leading European banks for a period of the Designated  Maturity commencing on
that Reset Date and in a Representative Amount.

            "LIBOR  Interest  Rate" means,  for any LIBOR Loan, a rate per annum
(rounded  upwards,  if  necessary,  to the nearest  1/100 of 1%)  determined  by
Administrative  Agent to be equal to the quotient of (1) the LIBOR Base Rate for
such LIBOR Loan for the Interest Period



                                        9

<PAGE>



therefor  divided by (2) one minus the LIBOR Reserve  Requirement for such LIBOR
Loan for such Interest Period.

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

            "LIBOR Reserve  Requirement"  means, for any LIBOR Loan, the rate at
which reserves (including any marginal,  supplemental or emergency reserves) are
actually  required to be  maintained  during the Interest  Period for such LIBOR
Loan  under   Regulation  D  by  the  applicable   Bank  against   "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the  foregoing,  the LIBOR Reserve  Requirement  shall also reflect any other
reserves  actually  required  to be  maintained  by any  Bank by  reason  of any
Regulatory  Change  against  (1) any  category  of  liabilities  which  includes
deposits  by  reference  to which the LIBOR  Base  Rate is to be  determined  as
provided in the  definition of "LIBOR Base Rate" in this Section 1.01 or (2) any
category  of  extensions  of  credit or other  assets  which  include  loans the
interest rate on which is  determined on the basis of rates  referred to in said
definition of "LIBOR Base Rate".

            "Lien" means any mortgage, deed of trust, pledge, security interest,
hypothecation,  assignment for collateral purposes,  deposit  arrangement,  lien
(statutory  or  other),  or other  security  agreement  or charge of any kind or
nature  whatsoever  of any  third  party  (excluding  any  right of  setoff  but
including,  without  limitation,  any conditional  sale or other title retention
agreement,  any financing lease having substantially the same economic effect as
any of the  foregoing,  and the  filing  of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction to evidence any of
the foregoing).

            "Loan" and "Loans" have the respective meanings specified in Section
2.01.

            "Loan  Commitment"  means, with respect to each Bank, the obligation
to make a Loan in the  principal  amount  set forth  below or in the  applicable
Assignment and Assumption Agreement,  as such amount may be reduced from time to
time in  accordance  with the  provisions  of  Section  2.11 or  pursuant  to an
Assignment and Assumption Agreement:


            Bank                                        Loan Commitment
            ----                                        ---------------
            Fleet                                       $ 46,000,000
            PNC                                           46,000,000
            Dresdner Bank AG                              30,000,000
            Commerzbank AG                                30,000,000
            Comerica Bank                                 20,000,000
            Bayerische Hypotheken-und Wechsel-Bank AG     20,000,000
            Landesbank Hessen-Thuringen Girozentrale      18,000,000
            Total                                       $210,000,000
                                                        ============



                                       10

<PAGE>



            "Loan Documents" means this Agreement, the Notes and the Solvency
Certificates.

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

            "Maturity  Date" means  December 1, 2001,  subject to  extension  in
accordance with Section 2.05.

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

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

            "Net  Worth"  means  the  excess  of  Gross  Asset  Value over Total
Outstanding Indebtedness.

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

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

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

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

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

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



                                       11

<PAGE>



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

            "Prime Rate" means that rate of interest from time to time announced
by PNC at its Principal Office as its then prime rate, which rate may not be the
lowest rate then being charged to commercial borrowers by PNC.

            "Principal  Office" means the principal  office of PNC in the United
States,  presently  located  at One PNC  Plaza,  249 Fifth  Avenue,  Pittsburgh,
Pennsylvania 15222.

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

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

            "Purchase  Price" means,  with respect to an acquisition,  the total
consideration  paid,  including  in the  amount of such  consideration  (without
duplication) (1) any Debt that, at the time of such acquisition,  is directly or
indirectly  secured by a Lien on all or any portion of the  property so acquired
and any Debt to which such  property  is subject,  including,  in the case of an
acquisition of any Person,  any Debt of such Person,  regardless of whether such
Debt is secured or unsecured, or recourse or non-recourse to such Person and (2)
the fair market value of any other non-cash consideration.

            "Rating Agencies" means S&P, Moody's, Duff & Phelps and Fitch.

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

            "Regulation  U" means  Regulation U of the Board of Governors of the
Federal Reserve System,  as the same may be amended or supplemented from time to
time.

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

            "Reportable  Event"  means any of the  events  set forth in  Section
4043(b) of ERISA.

            "Required  Banks" means at any time the Banks holding at least sixty
six and  two-thirds  percent  (66-2/3%) of the then aggregate  unpaid  principal
amount of the Loans.



                                       12

<PAGE>



            "Secured  Indebtedness"  means  that  portion  of Total  Outstanding
Indebtedness that is secured.

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

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

            "S&P"  means  Standard & Poor's  Ratings  Services,  a  division  of
McGraw-Hill Companies.

            "Supplemental Fee Letter" means that certain letter agreement, dated
the date hereof, among Fleet, PNC,  Administrative Agent,  Syndication Agent and
Borrower.

            "Syndication Agent" means Fleet National Bank.

            "TAH" means Taubman Auburn Hills Associates Limited  Partnership,  a
Delaware  limited  partnership  in which  Borrower owns an eighty  percent (80%)
general partnership interest.

            "TCI" means Taubman Centers, Inc., a Michigan corporation.

            "Total Loan Commitment" means Two Hundred Ten Million Dollars
($210,000,000).

            "Total Outstanding Indebtedness" means the sum, without duplication,
of (1) Consolidated  Outstanding  Indebtedness,  (2) TRG's Share of UJV Combined
Outstanding
Indebtedness and (3) Contingent Liabilities.

            "TRG  Consolidated  Financial  Statements"  means  the  consolidated
balance  sheet and related  consolidated  statement of  operations,  accumulated
deficiency  in assets  and cash  flows,  and  footnotes  thereto,  of  Borrower,
prepared in accordance with GAAP.

            "TRG's Share of UJV Combined Outstanding Indebtedness" means the sum
of the indebtedness of each of the UJVs contributing to UJV Combined Outstanding
Indebtedness  multiplied by Borrower's  respective  beneficial interests in each
such UJV.



                                       13

<PAGE>



            "UJV Combined  Outstanding  Indebtedness" means, as of any time, the
sum of (1) mortgage notes payable and (2) other notes payable, of the UJVs, on a
combined basis, as reflected in the balance sheets of each of the UJVs, prepared
in accordance with GAAP.

            "UJVs" means the  unconsolidated  joint  ventures in which  Borrower
owns a beneficial  interest and which are  accounted for under the equity method
in the TRG Consolidated Financial Statements.

            "Unencumbered Combined EBITDA" means that portion of Combined EBITDA
attributable to Unencumbered Wholly-Owned Assets.

            "Unencumbered  Wholly-Owned  Assets" means assets,  reflected on the
TRG Consolidated Financial Statements,  wholly owned, directly or indirectly, by
Borrower  and not  subject to any Lien to secure  all or any  portion of Secured
Indebtedness; provided, however, that, for purposes of this definition only, the
loans  described in the following  table, so long as the documents in respect of
the same permit  secondary  financing,  shall not be considered  part of Secured
Indebtedness:


================================================================================
Description of
Debt Obligation             Obligor             Affected Asset        Amount ($)
---- ----------             -------             --------------       ------ ---

--------------------------------------------------------------------------------
UDAG Loan                   TL-Columbus         Columbus City Center   8,022,470
                            Associates
--------------------------------------------------------------------------------
Assessment Bonds - City     Richmond            Hilltop land             801,077
of Richmond                 Associates
--------------------------------------------------------------------------------
Assessment Bonds - City     Stoneridge          Stoneridge land        1,312,368
Pleasanton                  Properties
--------------------------------------------------------------------------------
Assessment Bond - City      Biltmore Shopping   Biltmore land          3,182,742
of Phoenix                  Center Partners
--------------------------------------------------------------------------------
Capital South Centrum       TL - Columbus       Columbus City Center   1,000,000
Parking Right               Associates
================================================================================


            "Unsecured Debt Yield" means, for any calendar  quarter,  the ratio,
expressed as a percentage,  of (1)  Unencumbered  Combined EBITDA for the twelve
(12)-month  period ending with such calendar  quarter to (2) Adjusted  Unsecured
Indebtedness as of the end of such calendar quarter.

            "Unsecured  Indebtedness"  means that  portion of Total  Outstanding
Indebtedness that is unsecured.

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

            Section  1.03  Computation  of Time  Periods.  Except  as  otherwise
provided herein, in this Agreement, in the computation of periods of time from a
specified date to a later



                                       14

<PAGE>



specified  date,  the word "from" means "from and  including" and words "to" and
"until" each means "to but excluding".

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

                              ARTICLE II. THE LOANS

            Section 2.01 The Loans.  (a) Subject to the terms and  conditions of
this Agreement,  each of the Banks  severally  agrees to make a loan to Borrower
(each such loan by a Bank,  a "Loan";  such loans,  collectively,  the  "Loans")
pursuant to which the Bank shall from time to time  advance to Borrower up to an
amount equal to such Bank's Loan  Commitment.  The Loans may be outstanding  as:
(1) Base Rate Loans; (2) LIBOR Loans; or (3) a combination of the foregoing,  as
Borrower shall elect and notify  Administrative Agent in accordance with Section
2.15. The LIBOR Loan and Base Rate Loan of each Bank shall be maintained at such
Bank's  Applicable  Lending  Office  for its  LIBOR  Loan  and Base  Rate  Loan,
respectively.

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

            Section 2.02 Purpose.  Borrower  shall use the proceeds of the Loans
solely  (i) as a  contribution  of  capital  to TAH to pay all or part of  TAH's
pre-development,  development  and  construction  costs in connection with Great
Lakes  Crossing  and (ii) to pay  interest  on the Loans and  transaction  costs
relating to the consummation of the transaction contemplated hereby.

            Section 2.03 Advances Generally. The Initial Advance shall be in the
minimum amount of Two Million Dollars  ($2,000,000) and in integral multiples of
One Hundred Thousand Dollars ($100,000) above such amount and shall be made upon
satisfaction  of the conditions set forth in Section 4.01.  Subsequent  advances
shall be made no more frequently than monthly  thereafter,  upon satisfaction of
the conditions set forth in Section 4.02. The amount of each advance  subsequent
to the Initial  Advance shall be (x) in the case of advances of Base Rate Loans,
in the minimum amount of One Hundred Thousand Dollars ($100,000) and in integral
multiples of One Hundred Thousand  Dollars  ($100,000) above such amount and (y)
in the case of advances  of LIBOR  Loans,  in the minimum  amount of One Million
Dollars  ($1,000,000) and in integral  multiples of One Hundred Thousand Dollars
($100,000) above such amount.



                                       15

<PAGE>



            Notwithstanding  anything to the contrary contained herein, Borrower
shall not be entitled to any advances of proceeds of the Loans subsequent to the
original Maturity Date (i.e. during the one(1)-year  extension term contemplated
by Section 2.05).



            Section  2.04  Procedures  for  Advances.  Borrower  shall submit to
Administrative  Agent a request for each advance  hereunder,  stating the amount
requested, and certifying that (x) no Default or Event of Default then exists or
would exist as a result of such advance,  (y) the advance will be, and all prior
advances have been,  used solely for the purposes  described in Section 2.02 and
(z) none of the costs  covered by said  request for advance  were the subject of
any previous request for advance, no later than 10:00 a.m.  (Pittsburgh time) on
the date,  in the case of advances of Base Rate Loans,  which is two (2) Banking
Days,  and, in the case of advances of LIBOR  Loans,  which is three (3) Banking
Days, prior to the date the advance is to be made.  Administrative  Agent,  upon
its receipt and  approval of the request for  advance,  will so notify the Banks
either by telephone or by facsimile. Not later than 10:00 a.m. (Pittsburgh time)
on the date of each advance,  each Bank shall,  through its  Applicable  Lending
Office and subject to the  conditions of this  Agreement,  make the amount to be
advanced by it on such day available to Administrative  Agent, at Administrative
Agent's Office and in immediately  available funds, for the account of Borrower.
The amount so received by Administrative  Agent shall, subject to the conditions
of this  Agreement,  be made  available to Borrower,  in  immediately  available
funds, by Administrative  Agent's crediting an account of Borrower designated by
Borrower.

            Section 2.05  Extension of Maturity  Date.  Provided there exists no
Default or Event of Default,  Borrower shall have the option,  exercisable once,
to  extend  the  Maturity  Date for a period  of one (1)  year,  subject  to (i)
Administrative  Agent's  receipt of (x) a written request from Borrower for such
extension  between  sixty (60) and ninety (90) days prior to the Maturity  Date,
(y) an extension fee, for the account of the Banks, in the amount of .05% of the
outstanding  principal  amount of the Loans as of the Maturity Date and (z) such
note extension agreement(s) as Administrative Agent may reasonably require, (ii)
Borrower's Credit Rating, as of the date of Borrower's  exercise of such option,
being "investment grade" (i.e., BBB- or better by S&P, Baa3 or better by Moody's
and BBB- or better by Duff & Phelps and Fitch) by at least two (2) of the Rating
Agencies,   one  (1)  of  which  must  be  either  S&P  or  Moody's   and  (iii)
Administrative  Agent's determination (which shall be conclusive so long as made
on a reasonable  basis) that, as of the Maturity  Date,  Borrower will remain in
compliance with the financial covenants set forth in Article VIII.

            Section  2.06  Interest  Periods;  Renewals In the case of the LIBOR
Loans,  Borrower  shall select an Interest  Period of any duration in accordance
with the definition of Interest Period in Section 1.01, subject to the following
limitations:  (1) no Interest Period may extend beyond the Maturity Date; (2) if
an Interest  Period would end on a day which is not a Banking Day, such Interest
Period shall be extended to the next Banking Day,  unless such Banking Day would
fall in the next calendar  month,  in which event such Interest Period shall end
on the  immediately  preceding  Banking  Day;  and (3) only  five  (5)  discrete
segments  of a Bank's Loan  bearing  interest at a LIBOR  Interest  Rate,  for a
designated  Interest Period,  pursuant to a particular  Election,  Conversion or
Continuation,  may be  outstanding  at any one time (each  such  segment of each
Bank's Loan corresponding to a proportionate segment of each of the other Banks'
Loans).



                                       16

<PAGE>



            Upon notice to  Administrative  Agent as  provided in Section  2.15,
Borrower may  Continue any LIBOR Loan on the last day of the Interest  Period of
the same or  different  duration in  accordance  with the  limitations  provided
above. If Borrower shall fail to give notice to  Administrative  Agent of such a
Continuation, such LIBOR Loan shall automatically become a Base Rate Loan on the
last day of the current Interest Period.

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

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

            Accrued interest shall be due and payable in arrears, in the case of
both Base Rate Loans and LIBOR Loans,  on the first Banking Day of each calendar
month;  provided,  however,  that interest accruing at the Default Rate shall be
due and payable on demand.

            Section 2.08 Fees. (a) Borrower shall, during the term of the Loans,
pay to Administrative Agent for the account of each Bank a facility fee computed
on the daily Loan Commitment of such Bank (irrespective of usage), at a rate per
annum equal to the daily Facility Fee Rate, calculated on the basis of a year of
three  hundred  sixty  (360) days for the  actual  number of days  elapsed.  The
accrued facility fee shall be due and payable in arrears on the tenth (10th) day
of December,  March, June and September of each year (for the respective periods
September 1 through  November 30,  December 1 through  February  28/29,  March 1
through May 31 and June 1 through August 31),  commencing on the first such date
after the Closing Date, and upon the Maturity Date or earlier termination of the
Loan Commitments.

          (b) Borrower  shall pay, for the  accounts  of the  parties  specified
therein, the fees provided for, on the dates specified,  in the Supplemental Fee
Letter.

            Section 2.09 Notes.  The Loan made by each Bank under this Agreement
shall be evidenced by, and repaid with interest in accordance with, a promissory
note of  Borrower  in the form of  EXHIBIT  C duly  completed  and  executed  by
Borrower, in the principal amount equal to such Bank's Loan Commitment,  payable
to such Bank for the account of its  Applicable  Lending Office (each such note,
as the same may hereafter be amended,  modified,  extended,  severed,  assigned,
substituted,  renewed or restated from time to time,  including  any  substitute
note pursuant to Section 3.07 or 12.05, a "Note"; all such notes, as so amended,
modified,  extended,  severed, assigned,  substituted,  renewed or restated from
time to time,  collectively,  the  "Notes").  Each Note  shall  mature,  and all
outstanding  principal and accrued  interest and other sums thereunder  shall be
paid in full, on the Maturity Date, as the same may be accelerated or extended.



                                       17

<PAGE>



            Each Bank is hereby  authorized by Borrower to endorse on a schedule
attached to the Note held by it, the amount of each advance, and each payment of
principal  received  by such  Bank for the  account  of its  Applicable  Lending
Office(s) on account of its Loan,  which  endorsements,  if made,  shall, in the
absence of manifest error,  be conclusive as to the  outstanding  balance of the
Loan  made by such  Bank;  provided,  however,  that the  failure  to make  such
notations  with respect to the Loans or each advance or payment  shall not limit
or otherwise affect the obligations of Borrower under this Agreement or the Note
held by such Bank.

            Section  2.10  Prepayments.  Borrower  may,  upon at  least  one (1)
Banking Day's notice to Administrative Agent in the case of the Base Rate Loans,
and at least two (2) Banking Days' notice to Administrative Agent in the case of
LIBOR Loans (in each case to be received by  Administrative  Agent no later than
1:00 P.M.,  Pittsburgh  time),  prepay the Loans,  provided that (1) any partial
prepayment  under this  Section  shall be in integral  multiples  of One Million
Dollars  ($1,000,000);  (2) a LIBOR Loan may be prepaid  only on the last day of
the  Applicable  Interest  Period for such LIBOR Loan;  and (3) each  prepayment
under this Section shall include all interest accrued on the amount of principal
prepaid through the date of prepayment.  Any prepayment shall effect a permanent
reduction in the Total Loan Commitment by the amount prepaid.



            Section 2.11 Changes of Commitments. (a) At any time, Borrower shall
have the right,  without  premium  or  penalty,  to  terminate  the unused  Loan
Commitments, in whole or in part, from time to time, provided that: (1) Borrower
shall give notice of each such termination to Administrative  Agent,  specifying
the amount of the termination, no later then 10:00 a.m. (Pittsburgh time) on the
date which is fifteen (15) days prior to the  effectiveness of such termination;
(2) the Loan  Commitments  of each of the Banks must be  terminated  ratably and
simultaneously  with those of the other Banks; and (3) each partial  termination
of the Loan  Commitments  as a whole (and  corresponding  reduction of the Total
Loan  Commitment)  shall  be in an  integral  multiple  of One  Million  Dollars
($1,000,000).

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

            Section  2.12 Method of Payment.  Borrower  shall make each  payment
under this  Agreement and under the Notes not later than 11:00 A.M.  (Pittsburgh
time) on the date when due in Dollars to Administrative  Agent at Administrative
Agent's  Office  in  immediately  available  funds.  Administrative  Agent  will
thereafter,  on the day of its receipt of each such payment (assuming receipt by
11:00 A.M.),  cause to be distributed  to each Bank (1) such Bank's  appropriate
share (based upon the respective  outstanding  principal  amounts and rate(s) of
interest under the Notes of the Banks) of the payments of principal and interest
in like funds for the account of such Bank's Applicable  Lending Office; and (2)
fees  payable  to such  Bank in  accordance  with the  terms of this  Agreement.
Borrower  hereby  authorizes  Administrative  Agent and the Banks, if and to the
extent  payment by Borrower is not made when due under this  Agreement  or under
the Notes,  to charge from time to time against any account  Borrower  maintains
with Administrative  Agent or any Bank any amount so due to Administrative Agent
and/or the Banks.

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



                                       18

<PAGE>



such case be included in the  computation  of the payment of interest  and other
fees, as the case may be.

            Section  2.13  Elections,  Conversions  or  Continuation  of  Loans.
Subject to the  provisions of Article III and Sections  2.06 and 2.14,  Borrower
shall  have the right to Elect to have all or a portion  of any  advance  of the
Loans be LIBOR Loans,  to Convert  Base Rate Loans into LIBOR Loans,  to Convert
LIBOR Loans into Base Rate Loans,  or to Continue LIBOR Loans as LIBOR Loans, at
any  time  or from  time  to  time,  provided  that:  (1)  Borrower  shall  give
Administrative Agent notice of each such Election, Conversion or Continuation as
provided in Section  2.15;  and (2) a LIBOR Loan may be  Converted  or Continued
only on the last day of the  applicable  Interest  Period for such  LIBOR  Loan.
Except as otherwise provided in this Agreement, each Election,  Continuation and
Conversion  shall be applicable  to each Bank's Loan in accordance  with its Pro
Rata Share.

            Section 2.14 Minimum Amounts.  With respect to the Loans as a whole,
each  Election and each  Conversion  shall be in an amount at least equal to One
Million Dollars  ($1,000,000) and in integral  multiples of One Hundred Thousand
Dollars ($100,000).

            Section 2.15 Certain Notices  Regarding  Elections,  Conversions and
Continuations  of  Loans.   Notices  by  Borrower  to  Administrative  Agent  of
Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and
shall be effective only if received by Administrative Agent not later than 10:00
a.m.  (Pittsburgh  time) on the number of Banking  Days prior to the date of the
relevant Election, Conversion or Continuation specified below:


                                                          Number of
                    Notice                            Banking Days Prior
                    ------                            ------------------
Conversions into Base Rate Loans                           three (3)
Election of, Conversions into or Continuations as,
LIBOR Loan                                                 three (3)


Promptly following its receipt of any such notice, Administrative Agent shall so
advise  the Banks  either by  telephone  or by  facsimile.  Each such  notice of
Election  shall  specify the portion of the amount of the advance  that is to be
LIBOR Loans  (subject to Section  2.14) and the duration of the Interest  Period
applicable  thereto  (subject to Section  2.06);  each such notice of Conversion
shall specify the LIBOR Loans or Base Rate Loans to be Converted;  and each such
notice of  Conversion  or  Continuation  shall specify the date of Conversion or
Continuation  (which shall be a Banking  Day),  the amount  thereof  (subject to
Section  2.14)  and the  duration  of the  Interest  Period  applicable  thereto
(subject to Section 2.06). In the event that Borrower fails to Elect to have any
portion  of an advance of the Loans be LIBOR  Loans,  the entire  amount of such
advance shall  constitute  Base Rate Loans.  In the event that Borrower fails to
Continue  LIBOR Loans within the time period and as  otherwise  provided in this
Section,  such LIBOR Loans will be automatically  Converted into Base Rate Loans
on the last day of the then current  applicable  Interest  Period for such LIBOR
Loans.

            Section 2.16 Late Payment Premium. Borrower shall, at Administrative
Agent's option, pay to Administrative  Agent for the account of the Banks a late
payment premium in the



                                       19

<PAGE>



amount of four  percent  (4%) of any  payments of interest  under the Loans made
more than fifteen (15) days after the due date thereof,  which shall be due with
any such late payment.


                 ARTICLE III. YIELD PROTECTION; ILLEGALITY; ETC.

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

           (1) changes the basis of taxation of any amounts payable to such Bank
      under this Agreement or the Notes in respect of any such LIBOR Loan (other
      than changes in the rate of general corporate,  franchise,  branch profit,
      net  income or other  income tax  imposed  on such Bank or its  Applicable
      Lending  Office by the  jurisdiction  in which such Bank has its principal
      office or such Applicable Lending Office); or

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

           (3) imposes any other condition affecting this Agreement or the Notes
      (or any of such extensions of credit or liabilities).

Notwithstanding  the foregoing,  in the event that any Bank  determines  that it
shall  incur  Additional  Costs in  maintaining  a LIBOR  Loan,  such Bank shall
provide  written  notice  thereof  to  Borrower  (with a copy to  Administrative
Agent),  which notice shall include the dollar amount of the  Additional  Costs,
and Borrower shall have the option,  which option must be exercised  within five
(5) Banking Days of Borrower's receipt of such notice, to prepay such LIBOR Loan
or to Convert such LIBOR Loan into a Base Rate Loan,  subject,  however,  to the
provisions of Section 3.05.

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



                                       20

<PAGE>



Agent),  the obligation of such Bank to permit Elections of, to Continue,  or to
Convert Base Rate Loans into,  LIBOR Loans shall be suspended (in which case the
provisions of Section 3.04 shall be  applicable)  until such  Regulatory  Change
ceases to be in effect.

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

            To the extent that changing the jurisdiction of a Bank's  Applicable
Lending Office would have the effect of minimizing  Additional  Costs, each such
Bank  shall use  reasonable  efforts to make such a change,  provided  that same
would not otherwise be disadvantageous to each such Bank.

            No Bank  shall be  entitled  to any  compensation  pursuant  to this
Section  relating  to any period  more than  ninety  (90) days prior to the date
notice thereof is given to Borrower by such Bank.

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

           (1)  Administrative  Agent determines (which  determination  shall be
      conclusive)  that  quotations of interest rates for the relevant  deposits
      referred to in the definition of "LIBOR Interest Rate" in Section 1.01 are
      not being provided in the relevant amounts or for the relevant  maturities
      for  purposes  of  determining  rates of  interest  for the LIBOR Loans as
      provided in this Agreement; or

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

then Administrative Agent shall give Borrower prompt notice thereof, and so long
as  such  condition  remains  in  effect,  the  Banks  (or,  in the  case of the
circumstances  described in clause (2) above,  the affected Bank) shall be under
no  obligation  to permit  Elections of LIBOR Loans,  to Convert Base Rate Loans
into LIBOR Loans or to  Continue  LIBOR Loans and  Borrower  shall,  on the last
day(s) of the then current Interest Period(s) for the affected outstanding LIBOR
Loans,  either (x) prepay the  affected  LIBOR Loans or (y) Convert the affected
LIBOR Loans into Base Rate Loans in accordance with Section 2.13.

            Section 3.03 Illegality. Notwithstanding any other provision of this
Agreement,  in the event that it becomes unlawful for any Bank or its Applicable
Lending  Office  to  honor  its  obligation  to make or  maintain  a LIBOR  Loan
hereunder,  to allow  Elections  of a LIBOR  Loan or to Convert a Base Rate Loan
into a LIBOR Loan, then such Bank shall promptly notify Administrative Agent and
Borrower thereof and such Bank's obligation to make or maintain a



                                       21

<PAGE>



LIBOR Loan, or to permit Elections of, to Continue,  or to Convert its Base Rate
Loan into,  a LIBOR Loan shall be  suspended  (in which case the  provisions  of
Section  3.04 shall be  applicable)  until such time as such Bank may again make
and maintain a LIBOR Loan.

            Section 3.04 Treatment  of Affected Loans. If the obligations of any
Bank to make or maintain a LIBOR Loan, or to permit an Election of a LIBOR Loan,
to Continue its LIBOR Loan,  or to Convert its Base Rate Loan into a LIBOR Loan,
are  suspended  pursuant to  Sections  3.01 or 3.03 (each LIBOR Loan so affected
being herein  called an "Affected  Loan"),  such Bank's  Affected  Loan shall be
automatically  Converted  into a Base  Rate  Loan on the  last  day of the  then
current  Interest  Period for the Affected Loan (or, in the case of a Conversion
required by Sections 3.01 or 3.03, on such earlier date as such Bank may specify
to Borrower).

            To the extent that such Bank's  Affected Loan has been so Converted,
all payments and  prepayments of principal  which would  otherwise be applied to
such  Bank's  Affected  Loan shall be applied  instead to its Base Rate Loan and
such Bank shall have no  obligation  to Convert  its Base Rate Loan into a LIBOR
Loan.

            In the event that the  conditions  giving rise to the  suspension of
any Bank's  obligations  to permit an Election of a LIBOR Loan,  to Continue its
LIBOR  Loan,  or to Convert  its Base Rate Loan into a LIBOR Loan shall cease to
exist, such Bank shall provide Borrower with prompt written notice of same (with
a copy to  Administrative  Agent),  and such Bank shall  again be  obligated  to
permit an Election of a LIBOR Loan,  to Continue  its LIBOR Loan,  or to Convert
its Base Rate Loan into a LIBOR Loan in accordance with this Agreement.

            Section   3.05   Certain   Compensation.   Borrower   shall  pay  to
Administrative Agent for the account of the applicable Bank, upon the request of
such Bank  through  Administrative  Agent,  such  amount or  amounts as shall be
sufficient  (in the  reasonable  opinion of such Bank) to  compensate it for any
loss, cost or expense which such Bank determines is attributable to:

           (1) any payment,  prepayment,  Conversion or  Continuation of a LIBOR
      Loan made by such Bank on a date other than the last day of an  applicable
      Interest Period for such LIBOR Loan,  whether by reason of acceleration or
      otherwise; or

           (2) any failure by  Borrower  for any reason to Convert or Continue a
      LIBOR Loan to be Converted or Continued by such Bank on the date specified
      therefor in the relevant notice under Section 2.15; or

           (3) any  failure by Borrower to borrow (or to qualify for a borrowing
      of) a LIBOR Loan  which  would  otherwise  be made  hereunder  on the date
      specified in the  relevant  Election  notice  under  Section 2.15 given or
      submitted by Borrower.

            Without limiting the foregoing,  such compensation  shall include an
amount equal to the present  value (using as the discount  rate an interest rate
equal to the rate determined under (2) below) of the excess,  if any, of (1) the
amount of interest which otherwise would have accrued on the principal amount so
paid, prepaid, Converted or Continued (or not Converted,  Continued or borrowed)
for the  period  from  the  date  of such  payment,  prepayment,  Conversion  or
Continuation (or failure to Convert,  Continue or borrow) to the last day of the
then  current  applicable  Interest  Period  (or,  in the case of a  failure  to
Convert, Continue or borrow, to the last



                                       22

<PAGE>



day of the  applicable  Interest  Period which would have  commenced on the date
specified  therefor in the relevant  notice) at the applicable  rate of interest
for the LIBOR Loan  provided  for herein,  over (2) the amount of  interest  (as
reasonably determined by such Bank) based upon the interest rate which such Bank
would have bid in the London interbank  market for Dollar deposits,  for amounts
comparable to such principal amount and maturities  comparable to such period. A
determination  of any Bank as to the amounts  payable  pursuant to this  Section
shall be conclusive absent manifest error.

            Section 3.06  Capital  Adequacy.  If any Bank shall have  determined
that,  after the date  hereof,  the  adoption  of any  applicable  law,  rule or
regulation  regarding capital adequacy,  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 any request or directive regarding capital adequacy
(whether  or not  having the force of law) of any such  Governmental  Authority,
central bank or comparable  agency, has or would have the effect of reducing the
rate of return on capital of such Bank (or its Parent) as a consequence  of such
Bank's  obligations  hereunder  to a level  below  that  which such Bank (or its
Parent) could have achieved but for such adoption,  change, request or directive
(taking into  consideration its policies with respect to capital adequacy) by an
amount  deemed by such  Bank to be  material,  then  from  time to time,  within
fifteen  (15) days  after  demand by such  Bank  (with a copy to  Administrative
Agent),  Borrower  shall pay to such Bank such  additional  amount or amounts as
will compensate  such Bank (or its Parent) for such reduction.  A certificate of
any Bank claiming  compensation under this Section,  setting forth in reasonable
detail the basis therefor, shall be conclusive absent manifest error.

            Section 3.07 Substitution of Banks. If any Bank (an "Affected Bank")
(i) makes demand upon Borrower for (or if Borrower is otherwise required to pay)
Additional  Costs pursuant to Section 3.01 or (ii) is unable to make or maintain
a LIBOR Loan as a result of a condition  described in Section 3.03 or clause (2)
of Section 3.02, Borrower may, within ninety (90) days of receipt of such demand
or notice (or the occurrence of such other event causing Borrower to be required
to pay  Additional  Costs or causing  said Section 3.03 or clause (2) of Section
3.02 to be applicable), as the case may be, give notice (a "Replacement Notice")
to  Administrative  Agent (which will promptly  forward a copy of such notice to
each Bank) of  Borrower's  intention  either (x) to prepay in full the  Affected
Bank's Note and to terminate the Affected  Bank's entire Loan  Commitment or (y)
to  replace  the  Affected  Bank  with  another   financial   institution   (the
"Replacement Bank") designated in such Replacement Notice.

            In the event Borrower opts to give the notice provided for in clause
(x) above,  and if the Affected  Bank shall not agree within thirty (30) days of
its receipt thereof to waive the payment of the Additional  Costs in question or
the  effect of the  circumstances  described  in  Section  3.03 or clause (2) of
Section  3.02,  then,  so long as no Default or Event of  Default  shall  exist,
Borrower may  (notwithstanding  the provisions of clause (2) of Section 2.11(a))
terminate  the  Affected  Bank's  entire  Loan  Commitment,   provided  that  in
connection therewith it pays to the Affected Bank all outstanding  principal and
accrued and unpaid  interest under the Affected  Bank's Note,  together with all
other  amounts,  if any, due from Borrower to the Affected  Bank,  including all
amounts properly demanded and unreimbursed under Sections 3.01 and 3.05.

            In the event Borrower opts to give the notice provided for in clause
(y) above, and if (i) Administrative Agent shall, within thirty (30) days of its
receipt of the Replacement Notice,



                                       23

<PAGE>



notify Borrower and each Bank in writing that the Replacement Bank is reasonably
satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior
to the end of such thirty  (30)- day  period,  agree to waive the payment of the
Additional  Costs in question or the effect of the  circumstances  described  in
Section 3.03 or clause (2) of Section  3.02,  then the Affected  Bank shall,  so
long as no Default or Event of Default  shall exist,  assign its Note and all of
its rights and obligations under this Agreement to the Replacement Bank, and the
Replacement Bank shall assume all of the Affected Bank's rights and obligations,
pursuant  to an  agreement,  substantially  in the  form  of an  Assignment  and
Assumption Agreement, executed by the Affected Bank and the Replacement Bank. In
connection with such assignment and assumption,  the Replacement  Bank shall pay
to the Affected Bank an amount equal to the outstanding  principal  amount under
the  Affected  Bank's Note plus all  interest  accrued  thereon,  plus all other
amounts,  if any (other than the  Additional  Costs in  question),  then due and
payable to the Affected Bank; provided, however, that prior to or simultaneously
with any such  assignment  and  assumption,  Borrower  shall  have  paid to such
Affected Bank all amounts properly demanded and unreimbursed under Sections 3.01
and  3.05.  Upon the  effective  date of such  assignment  and  assumption,  the
Replacement  Bank shall become a Bank Party to this Agreement and shall have all
the  rights  and  obligations  of a Bank as set  forth  in such  Assignment  and
Assumption  Agreement,  and  the  Affected  Bank  shall  be  released  from  its
obligations  hereunder,  and no further  consent or action by any party shall be
required.  Upon the consummation of any assignment  pursuant to this Section,  a
substitute Note shall be issued to the Replacement Bank by Borrower, in exchange
for the return of the Affected  Bank's Note. The  obligations  evidenced by such
substitute  note  shall  constitute  "Obligations"  for  all  purposes  of  this
Agreement  and  the  other  Loan  Documents.  If  the  Replacement  Bank  is not
incorporated  under the laws of the United States of America or a state thereof,
it  shall,  prior to the  first  date on  which  interest  or fees  are  payable
hereunder  for  its  account,  deliver  to  Borrower  and  Administrative  Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance with Section 10.13.

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


                        ARTICLE IV. CONDITIONS PRECEDENT

            Section  4.01  Conditions  Precedent  to the  Initial  Advance.  The
obligations  of the Banks  hereunder and the obligation of each Bank to make the
Initial Advance are subject to the condition precedent that Administrative Agent
shall  have  received  on or  before  the  Closing  Date  each of the  following
documents, and each of the following requirements shall have been fulfilled:

            (1) Fees and  Expenses.  The  payment  of (A) all fees and  expenses
      incurred by Administrative Agent and Syndication Agent (including, without
      limitation,  the reasonable fees and expenses of legal  counsel);  and (B)
      those  fees  specified  in the  Supplemental  Fee  Letter to be paid on or
      before the Closing Date;

            (2)  Note.  The  Notes for  Fleet,  PNC and each of the other  Banks
      signatory hereto, duly executed by Borrower;



                                       24

<PAGE>



            (3)  Financials  of  Borrower.  Audited TRG  Consolidated  Financial
      Statements  as of and for the year ended  December 31, 1996 and  unaudited
      TRG  Consolidated  Financial  Statements  as of and for the quarter  ended
      September 30, 1997, each acceptable to the Banks;

            (4) Evidence of Formation of Borrower.  Certified (as of the Closing
      Date)  copies  of   Borrower's   certificate   and  agreement  of  limited
      partnership,  with  all  amendments  thereto,  and a  certificate  of  the
      Secretary  of  State  of the  jurisdiction  of  formation  as to its  good
      standing therein;

             (5)  Evidence  of  All  Partnership  Action.  Certified  (as of the
      Closing Date) copies of all documents evidencing  partnership action taken
      by Borrower  authorizing  the execution,  delivery and  performance of the
      Loan  Documents and each other document to be delivered by or on behalf of
      Borrower pursuant to this Agreement;

            (6) Incumbency and Signature  Certificate of Borrower. A certificate
      (dated  as of the  Closing  Date)  of  the  Secretary  of the  Partnership
      Committee of Borrower  certifying  the names and true  signatures  of each
      person authorized to sign on behalf of Borrower;

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

            (8)   Compliance Certificate.  A certificate of the sort required by
      paragraph (4) of Section 6.09;

            (9) Opinion of Counsel for Borrower. A favorable opinion,  dated the
      Closing  Date, of Miro Weiner & Kramer,  counsel for Borrower,  as to such
      matters as Administrative Agent may reasonably request;

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

            (11)  Request for  Advance.  A request for an advance in  accordance
      with Section 2.04;

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

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

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



                                       25

<PAGE>



                 (13)   Supplemental Fee Letter.  The  Supplemental Fee  Letter,
            duly executed by Borrower;

                 (14) Project Budget. A budget setting forth, on an item-by-item
            basis,  all hard and soft costs incurred,  and estimated by Borrower
            to be  incurred,  by TAH in  connection  with  its  development  and
            construction of Great Lakes Crossing; and

                 (15) Additional Documentation.  Such other approvals,  opinions
            or  documents  as  Administrative  Agent or any Bank may  reasonably
            request.

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

            (1) All  conditions  of  Section  4.01  shall  have been and  remain
      satisfied as of the date of the advance;

            (2) No  Default  or Event of  Default  shall  have  occurred  and be
      continuing as of the date of the advance;

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

            (4)  Administrative  Agent  shall  have  received  a request  for an
      advance in accordance with Section 2.04.

            Section 4.03 Deemed  Representations.  Each request by Borrower for,
and  acceptance  by  Borrower  of, an advance  of  proceeds  of the Loans  shall
constitute a  representation  and warranty by Borrower that, as of both the date
of such  request  and the date of the advance (1) no Default or Event of Default
has  occurred  and is  continuing,  and (2) if any  representation  or  warranty
contained in this  Agreement or the other Loan Documents is untrue or incorrect,
the condition giving rise to such  untruthfulness or incorrectness is not likely
to result in a Material Adverse Change.


                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

Borrower  represents  and  warrants  to  Administrative  Agent  and each Bank as
follows:

            Section 5.01 Due Organization.  Borrower is duly organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization,  has the partnership  power and authority to own its assets and to
transact the business in which it is now engaged,  and, if  applicable,  is duly
qualified as a foreign  partnership  and in good standing under the laws of each
other jurisdiction in which such qualification is required.

            Section 5.02 Power and  Authority;  No  Conflicts;  Compliance  With
Laws. The execution,  delivery and performance of the obligations required to be
performed by Borrower of



                                       26

<PAGE>



the Loan  Documents does not and will not (a) require the consent or approval of
its partners or such consent or approval has been  obtained,  (b) contravene its
partnership  agreement,  (c)  violate any  provision  of, or require any filing,
registration, consent or approval under, any Law (including, without limitation,
Regulation U), order, writ, judgment, injunction, decree, determination or award
presently  in effect  having  applicability  to it, (d) result in a breach of or
constitute a default under or require any consent under any indenture or loan or
credit agreement or any other agreement,  lease or instrument to which it may be
a party or by which it or its  properties  may be bound or  affected  except for
consents  which have been obtained,  (e) result in, or require,  the creation or
imposition of any Lien,  upon or with respect to any of its properties now owned
or  hereafter  acquired,  or (f) cause it to be in  default  under any such Law,
order, writ, judgment,  injunction,  decree,  determination or award or any such
indenture,  agreement,  lease  or  instrument;  to the  best  of its  knowledge,
Borrower is in compliance with all Laws applicable to it where the failure to be
in compliance would cause a Material Adverse Change to occur.

            Section 5.03 Legally Enforceable Agreements. Each Loan Document is a
legal, valid and binding obligation of Borrower, enforceable against Borrower in
accordance  with its terms,  except to the extent that such  enforcement  may be
limited by applicable  bankruptcy,  insolvency  and other similar laws affecting
creditors' rights generally.

            Section 5.04 Litigation.  There are no actions, suits or proceedings
pending  or,  to  its  knowledge,  threatened  against  Borrower  or  any of its
Affiliates  before any court or arbitrator or any Governmental  Authority except
actions,  suits or proceedings which have been disclosed to Administrative Agent
and the Banks in writing and which are fully  covered by insurance or would,  if
adversely  determined,  not substantially  impair the ability of Borrower to pay
when due any amounts  which may become  payable  under the Notes or to otherwise
pay and perform its obligations in connection with the Loan.

            Section  5.05 Good  Title to  Properties.  Borrower  and each of its
Affiliates  have good,  marketable  and legal title to all of the properties and
assets  each of them  purports  to own  (including,  without  limitation,  those
reflected in the June 30, 1997 financial statements referred to in Section 5.13)
and, in the case of all of  Borrower's  shopping  center  properties,  only with
exceptions  which do not  materially  detract from the value of such property or
assets or the use  thereof in  Borrower's  and such  Affiliate's  business,  and
except to the extent that any such properties and assets have been encumbered or
disposed of since the date of such financial statements without violating any of
the covenants contained in Article VII or elsewhere in this Agreement.  Borrower
and its  Affiliates  enjoy  peaceful and  undisturbed  possession  of all leased
property  necessary in any material  respect in the conduct of their  respective
businesses.  All such leases are valid and  subsisting and are in full force and
effect.

            Section  5.06 Taxes.  Borrower  has filed all tax returns  (federal,
state and local)  required to be filed and has paid all taxes,  assessments  and
governmental  charges and levies due and payable  without  the  imposition  of a
penalty,  including  interest and  penalties,  except to the extent they are the
subject of a Good Faith Contest.

            Section  5.07  ERISA.  Borrower  is in  compliance  in all  material
respects with all applicable provisions of ERISA. Neither a Reportable Event nor
a Prohibited  Transaction  has occurred  with respect to any Plan;  no notice of
intent to  terminate  a Plan has been  filed  nor has any Plan  been  terminated
within the past five (5) years; no circumstance exists which constitutes



                                       27

<PAGE>



grounds under Section 4042 of ERISA entitling the PBGC to institute  proceedings
to  terminate,  or appoint a trustee  to  administer,  a Plan,  nor has the PBGC
instituted any such proceedings;  Borrower and the ERISA Affiliates thereof have
not completely or partially  withdrawn under Sections 4201 or 4204 of ERISA from
a Multiemployer  Plan;  Borrower and the ERISA  Affiliates  thereof have met the
minimum  funding  requirements  of each under ERISA with respect to the plans of
each and there are no  unfunded  vested  liabilities  with  respect  to any plan
established or maintained by each; and Borrower and the ERISA Affiliates thereof
have not incurred any liability to the PBGC under ERISA.

            Section 5.08 No Default on Outstanding Judgments or Orders. Borrower
has satisfied all judgments  which are not being  appealed and is not in default
with  respect  to  any  judgment,  order,  writ,  injunction,  decree,  rule  or
regulation  of any court,  arbitrator  or  federal,  state,  municipal  or other
Governmental  Authority,  commission,  board, bureau, agency or instrumentality,
domestic or foreign.

            Section 5.09 No Defaults on Other Agreements. Except as disclosed to
the  Bank  Parties  in  writing,   including  anything  disclosed  on  financial
statements,  Borrower,  to the  best of its  knowledge,  is not a  party  to any
indenture,  loan  or  credit  agreement  or any  lease  or  other  agreement  or
instrument or subject to any partnership,  trust or other  restriction  which is
likely to result in a Material  Adverse  Change.  To the best of its  knowledge,
Borrower  is not in default in any  respect in the  performance,  observance  or
fulfillment of any of the obligations,  covenants or conditions contained in any
agreement or instrument which is likely to result in a Material Adverse Change.

            Section  5.10  Government  Regulation.  Borrower  is not  subject to
regulation  under the Investment  Company Act of 1940,  the Interstate  Commerce
Act,  the Federal  Powers Act or any  statute or  regulation  limiting  any such
Person's  ability  to incur  indebtedness  for money  borrowed  as  contemplated
hereby.

            Section 5.11  Environmental  Protection.  To the best of  Borrower's
knowledge,  none  of  Borrower's  or its  Affiliates'  properties  contains  any
Hazardous  Materials that, under any Environmental Law currently in effect,  (1)
would  impose  liability  on  Borrower  that is likely  to result in a  Material
Adverse  Change,  or (2) is likely to result in the  imposition of a Lien on any
assets of Borrower or its  Affiliates,  in each case if not properly  handled in
accordance with applicable Law. To the best of Borrower's knowledge,  neither it
nor any of its  Affiliates  is in  violation  of, or  subject  to any  existing,
pending or threatened  investigation or proceeding by any Governmental Authority
under, any Environmental Law.

            Section 5.12  Solvency.  Borrower is, and upon  consummation  of the
transactions  contemplated by this  Agreement,  the other Loan Documents and any
other documents, instruments or agreements relating thereto, will be, Solvent.

            Section 5.13 Financial  Statements.  The TRG Consolidated  Financial
Statements  most recently  delivered to the Banks  pursuant to the terms of this
Agreement are in all material  respects  complete and correct and fairly present
the financial  condition of the subjects  thereof as of the dates of and for the
periods covered by such  statements,  all in accordance with GAAP, and there has
been no Material  Adverse Change since the date of such most recently  delivered
TRG Consolidated Financial Statements.



                                       28

<PAGE>



            Section 5.14 Valid Existence of Affiliates.  As of the Closing Date,
the only material  Affiliates of Borrower which own or lease operating  shopping
centers or shopping  centers  under  construction  are listed on EXHIBIT D. Each
such Affiliate is a partnership, limited liability company or joint venture duly
organized and existing in good standing  under the laws of the  jurisdiction  of
its formation. As to each such Affiliate,  its correct name, the jurisdiction of
its formation and Borrower's  percentage of beneficial  interest therein are set
forth on said EXHIBIT D. Borrower and each of such  Affiliates have the power to
own their respective  properties and to carry on their respective businesses now
being  conducted.  Each of Borrower and such  Affiliates is duly  qualified as a
foreign  partnership,  company or venture to do business and is in good standing
in every jurisdiction in which the nature of the respective businesses conducted
by it or its  respective  properties,  owned  or held  under  lease,  make  such
qualification necessary.

            Section 5.15  Insurance.  Borrower and each of its Affiliates has in
force paid insurance with financially sound and reputable insurance companies or
associations  in such amounts and covering such risks as are usually  carried by
companies engaged in the same or a similar business and similarly situated.

            Section 5.16 Accuracy of Information; Full Disclosure.  Neither this
Agreement nor any documents, financial statements,  reports, notices, schedules,
certificates, statements or other writings furnished by or on behalf of Borrower
to  Administrative  Agent or any Bank in connection with the negotiation of this
Agreement  or the  consummation  of the  transactions  contemplated  hereby,  or
required herein to be furnished by or on behalf of Borrower, contains any untrue
or misleading statement of a material fact or omits a material fact necessary to
make the  statements  herein or therein not  misleading.  There is no fact which
Borrower  has not  disclosed  to  Administrative  Agent and the Banks in writing
which materially affects adversely nor, so far as Borrower can now foresee, will
materially  affect  adversely  the  business,  prospects,  profits or  financial
condition of Borrower or the ability of Borrower to perform this  Agreement  and
the other Loan Documents.


                        ARTICLE VI. AFFIRMATIVE COVENANTS

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

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

            Section 6.02 Maintenance of Records. Keep adequate records and books
of account,  in which  complete  entries will be made in  accordance  with GAAP,
reflecting all of its financial transactions.

            Section 6.03  Maintenance of Insurance.  At all times,  maintain and
keep in force,  and cause each of its  Affiliates to maintain and keep in force,
insurance with financially



                                       29

<PAGE>



sound and  reputable  insurance  companies or  associations  in such amounts and
covering such risks as are usually carried by companies engaged in the same or a
similar  business  and  similarly  situated,  which  insurance  may  provide for
reasonable deductibility from coverage thereof.

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

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

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

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

            Section 6.08 Maintenance of Properties.  Borrower will do all things
reasonably  necessary  to  maintain,  preserve,  protect  and  keep  its and its
Affiliates' properties in good repair, working order and condition.

            Section 6.09  Reporting  and  Miscellaneous  Document  Requirements.
Furnish directly to each of the Banks:

            (1) Annual  Financial  Statements. As  soon as available  and in any
     event within  ninety (90) days after the end of each Fiscal  Year,  the TRG
     Consolidated  Financial  Statements  as of the end of and for  such  Fiscal
     Year, in reasonable  detail and stating in comparative  form the respective
     figures for the corresponding  date and period in the prior Fiscal Year and
     audited by Borrower's Accountants;

            (2) Quarterly Financial Statements.  As soon as available and in any
      event within  forty-five (45) days after the end of each calendar  quarter
      (other  than the last  quarter  of the Fiscal  Year),  the  unaudited  TRG
      Consolidated  Financial  Statements as of the end of and for such calendar
      quarter,  in  reasonable  detail  and  stating  in  comparative  form  the
      respective  figures  for the  corresponding  date and  period in the prior
      Fiscal Year;

            (3) Statement of Gross Asset Value.  As soon as available and in any
      event within ninety (90) days after June 30th of each year, a statement by
      Borrower  setting forth the  calculation  of Gross Asset Value,  including
      individual ten (10)-year  projections for each asset  (described in clause
      (ii) of the definition of Gross Asset Value in Section 1.01)  contributing
      to Gross Asset Value and a summary of material assumptions,



                                       30

<PAGE>



      accompanied by a concurrence  letter from the Banks' Valuation  Consultant
      confirming that, based on their review of all relevant materials, there is
      no more than a ten percent (10%)  variation  between the  contribution  to
      Gross  Asset  Value from all the assets  described  in clause  (ii) of the
      definition  of Gross  Asset  Value  in  Section  1.01,  as  determined  by
      Borrower,  and the  contribution  from said assets to Gross Asset Value if
      the same had been  estimated  by the  reviewer in a full  appraisal of the
      same  interests,  which  concurrence  letter shall  contain a one (1)-page
      summary of its analysis for each of the individual assets  contributing to
      Gross Asset Value;

            (4) Certificate of No Default and Financial Compliance. Within forty
      five (45) days after the end of each of the first  three  quarters of each
      Fiscal Year and within ninety (90) days after the end of each Fiscal Year,
      a  certificate  of  Borrower's  chief  financial  officer or Treasurer (a)
      stating that, to the best of his or her knowledge,  no Default or Event of
      Default  has  occurred  and is  continuing,  or if a  Default  or Event of
      Default has occurred and is continuing,  specifying the nature thereof and
      the action which is proposed to be taken with respect thereto; (b) stating
      that  the  covenants  contained  in  Sections  7.02,  7.03 and 7.04 and in
      Article VIII have been  complied with (or  specifying  those that have not
      been  complied  with)  and  including   computations   demonstrating  such
      compliance (or  non-compliance);  and (c) setting forth the details of all
      items  comprising  Total  Outstanding   Indebtedness   (including  amount,
      maturity,  interest  rate  and  amortization  requirements),  Unencumbered
      Combined EBITDA, Unsecured Interest Expense and Unsecured Indebtedness;

            (5) Certificate of Borrower's  Accountants.  Simultaneously with the
      delivery of the annual financial  statements  required by paragraph (1) of
      this  Section,  a statement  of  Borrower's  Accountants  who audited such
      financial statements comparing the computations set forth in the financial
      compliance  certificate  required by paragraph  (4) of this Section to the
      audited  financial  statements  required by paragraph  (1) of this Section
      (where such information appears in such financial statements);

            (6)  Notice  of  Litigation.  Promptly  after the  commencement  and
      knowledge  thereof,  notice of all actions,  suits, and proceedings before
      any court or arbitrator, affecting Borrower which, if determined adversely
      to Borrower is likely to result in a Material Adverse Change;

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

            (8) Dispositions or Acquisitions of Assets.  Within thirty (30) days
      after  the  occurrence  thereof,  written  notice  of any  Disposition  or
      acquisition  of  assets  (other  than   acquisitions  or  Dispositions  of
      investments such as certificates of deposit, Treasury securities and money
      market deposits in the ordinary  course of Borrower's cash  management) in
      excess of Twenty Five Million Dollars ($25,000,000), together with, in the
      case of any  acquisition  of such an asset,  (i) a certificate of the sort
      required  by  paragraph  (4)(b)  of  this  Section,   containing  covenant
      compliance  calculations that include the pro-forma  adjustments set forth
      at the end of this Section, which calculations



                                       31

<PAGE>



      shall demonstrate Borrower's  compliance,  on a pro-forma basis, as of the
      end of the most  recently  ended  calendar  quarter  for  which  financial
      results are required hereunder to have been reported by Borrower, with all
      covenants  enumerated  in  said  paragraph  (4)(b)  and  (ii)  such  other
      information  relating  to the  acquisition  as  Administrative  Agent  may
      reasonably  request,  including,  without  limitation,  (x)  copies of the
      agreements governing the acquisition and (y) historical balance sheets (to
      the extent available) and statements of income and cash flows with respect
      to the property  acquired for at least the  preceding  three (3) years and
      Borrower's  revenue and expense  projections for the property acquired for
      at least the next five (5) years (all of the  foregoing  to be in form and
      detail satisfactory to Administrative Agent);

            (9) Material  Adverse  Change.  As soon as is practicable and in any
      event within five (5) days after  knowledge of the occurrence of any event
      or circumstance which is likely to result in or has resulted in a Material
      Adverse Change, written notice thereof;

            (10)  Bankruptcy of Tenants.  Promptly  after  becoming aware of the
      same,  written  notice  of the  bankruptcy,  insolvency  or  cessation  of
      operations of any tenant in any property of Borrower or in which  Borrower
      has an interest to which five percent (5%) or more of minimum rent payable
      to Borrower  directly or through its  Consolidated  Businesses  or UJVs is
      attributable;

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

            (12) Environmental and Other Notices. As soon as possible and in any
      event  within  five (5) days after  receipt,  copies of all  Environmental
      Notices received by Borrower which are not received in the ordinary course
      of business and which relate to a situation which is likely to result in a
      Material Adverse Change;

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

            (14) Change in Borrower's Credit Rating. Within two (2) Banking Days
      after any  change in  Borrower's  Credit  Rating,  written  notice of such
      change;

            (15) SEC  Filings,  Etc. As soon as possible and in any event within
      ten (10)  days of the  sending  or  filing  thereof,  copies  of all proxy
      statements,  financial  statements  and  reports  which  TCI  sends to its
      shareholders,  and  copies of all  annual  reports  on Form 10-K  (without
      exhibits),  quarterly reports on Form 10-Q (without  exhibits) and current
      reports on Form 8-K (without  exhibits),  and all registration  statements
      which  are  declared  effective  which  Borrower  or TCI  files  with  the
      Securities and Exchange Commission or any Governmental Authority which may
      be substituted therefor; and

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



                                       32

<PAGE>



            In connection with each acquisition of assets that is required to be
reported  pursuant to paragraph  (8) of this Section,  the  following  pro-forma
adjustments shall be made to the covenant compliance calculations required as of
the end of the most recently ended calendar quarter for which financial  results
are required hereunder to have been reported by Borrower:

              (i) Gross Asset  Value  shall be  adjusted  by adding  thereto the
      lesser of (A) the Purchase  Price  Borrower paid for the acquired asset or
      (B) the acquired asset's trailing twelve  (12)-month net operating income,
      less any management fee adjustment,  if applicable,  capitalized at a rate
      of eight percent (8%) per annum;  provided,  however,  that, at Borrower's
      request and expense,  Administrative Agent shall promptly cause the Banks'
      Valuation  Consultant  to  appraise  the  acquired  asset  and,  upon  the
      completion  of such  appraisal,  provided  such  appraisal  is  reasonably
      satisfactory to Administrative  Agent, the appraised value of the acquired
      asset as determined in such appraisal  shall be substituted for the amount
      calculated pursuant to clauses (A) and (B) above.

              (ii) Total  Outstanding  Indebtedness,  Secured  Indebtedness  and
      Unsecured Indebtedness shall be adjusted by adding thereto,  respectively,
      all indebtedness,  secured indebtedness and unsecured indebtedness that is
      assumed and/or  incurred by Borrower in connection  with the  acquisition.
      For purposes of such adjustments,  indebtedness,  secured indebtedness and
      unsecured indebtedness in connection with the acquisition shall be treated
      in  a  manner   consistent   with  the  treatment  of  Total   Outstanding
      Indebtedness,  Secured Indebtedness and Unsecured  Indebtedness in the TRG
      Consolidated Financial Statements.

              (iii) Combined EBITDA, for any period, shall be adjusted by adding
      (or  subtracting,  in the case of a loss)  thereto  actual  revenues  less
      operating   costs  before   interest,   depreciation,   amortization   and
      extraordinary  items,  for the same period  (based on the same  accounting
      principles and assumptions as are set forth in the definition of "Combined
      EBITDA"  in Section  1.01,  to the extent  possible  based on  information
      reasonably  available  with  respect  to the  acquired  asset),  from  the
      acquired asset.

              (iv) If, upon its acquisition,  the acquired asset becomes part of
      Unencumbered  Wholly-Owned Assets,  Unencumbered  Combined EBITDA, for any
      period,  shall be  adjusted  by adding (or  subtracting,  in the case of a
      loss)  thereto  actual  income  before  interest  expense,  income  taxes,
      depreciation,  amortization and extraordinary  items, for the same period,
      from the acquired asset.

              (v)  Interest  Expense and  Unsecured  Interest  Expense,  for any
      period,  shall be  adjusted  by  adding  thereto  interest  expense  to be
      incurred on,  respectively,  all indebtedness  and unsecured  indebtedness
      that is  assumed  and/or  incurred  by  Borrower  in  connection  with the
      acquisition,  assuming,  for  purposes  of  this  calculation,  that  such
      indebtedness  were to bear interest at a rate 1.75% per annum in excess of
      the rate of  interest  that  would be payable  on a ten  (10)-year  United
      States Treasury Note issued as of the date of the acquisition.



                                       33

<PAGE>



                         ARTICLE VII. NEGATIVE COVENANTS

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

            Section 7.01 Mergers Etc.  Merge or  consolidate  with (except where
Borrower or a Person wholly-owned by Borrower is the surviving entity), or sell,
assign, lease or otherwise dispose of (whether in one transaction or in a series
of transactions)  all or  substantially  all of its assets (whether now owned or
hereafter acquired) (or enter into any agreement to do any of the foregoing).

            Section 7.02 Investments.  Make any loan or advance to any Person or
purchase or otherwise  acquire any capital stock,  assets,  obligations or other
securities  of, make any capital  contribution  to, or  otherwise  invest in, or
acquire any interest in, any Person (any such  transaction,  an "Investment") if
(1) the Investment is in connection  with something other than a retail shopping
center and the amount of any single such Investment (or the aggregate  amount of
any single such Investment together with all related Investments),  would exceed
twenty percent (20%) of Net Worth;  (2) except to the extent permitted by clause
(3) below, such Investment constitutes the acquisition of a minority interest in
a Person (a "Minority  Interest")  and the amount of such  Investment,  together
with the value of all other Minority  Interests  acquired after the Closing Date
contributing to Gross Asset Value,  would exceed ten percent (10%) of Net Worth,
or (3) such Investment  constitutes the acquisition of a Minority  Interest in a
regional  shopping  center or  portfolio  of regional  shopping  centers and the
amount of such  Investment,  together  with the value of all other such Minority
Interests, would exceed twenty percent (20%) of Net Worth. A fifty percent (50%)
beneficial  interest in a Person,  in connection  with which the holder  thereof
exercises  joint  control over such Person with the holder(s) of the other fifty
percent (50%) beneficial  interest,  shall not constitute a "Minority  Interest"
for purposes of this Section.

            Section 7.03 Sale of Assets.  Effect a Disposition of any of its now
owned or hereafter  acquired  assets,  including assets in which Borrower owns a
beneficial  interest  through its  ownership  of  interests  in joint  ventures,
aggregating more than forty percent (40%) of Gross Asset Value.

            Section 7.04 Interest Rate  Hedging.  At any time,  permit or suffer
more than twenty five percent (25%) of Total Outstanding  Indebtedness not to be
"hedged"; for purposes of this Section,  "hedged" shall mean bearing interest at
an  effective  fixed  rate,  either  pursuant to the debt  instrument  itself or
through the operation of a "cap",  "collar",  "swap" or comparable interest rate
protection  contract,  such debt instrument,  or instrument  creating the "cap",
"collar",  "swap" or comparable interest rate protection  contract,  as the case
may be, having an original term of at least twelve (12) months.

            Section 7.05 Partnership  Committee of Borrower. At any time, permit
or suffer the  failure or  inability  of any one (1) or more of (1) TG  Partners
Limited  Partnership  and/or  Taub-Co  Management,  Inc.; (2) the General Motors
Hourly-Rate Employees Pension Trust and/or the General Motors Salaried Employees
Pension Trust, directly or indirectly (or a single



                                       34

<PAGE>



"GMPTS  Transferee,"  as such quoted term is defined in  Borrower's  Amended and
Restated Agreement of Limited Partnership); and (3) TCI, to designate a majority
of Borrower's partnership committee.


                        ARTICLE VIII. FINANCIAL COVENANTS

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

            Section 8.01 Net Worth.  At any time,  Net Worth to be less than One
Billion Dollars ($1,000,000,000); or

            Section 8.02 Relationship of Total Outstanding Indebtedness to Gross
Asset Value. At any time, Total Outstanding Indebtedness to exceed fifty percent
(50%) of Gross Asset Value; or

            Section 8.03  Relationship  of Secured  Indebtedness  to Gross Asset
Value. At any time, Secured  Indebtedness to exceed thirty five percent (35%) of
Gross Asset Value; or

            Section 8.04 Relationship of Combined EBITDA to Interest Expense. As
of the end of any  calendar  quarter,  the ratio of (1)  Combined  EBITDA to (2)
Interest Expense,  each for the twelve (12)-month period then ended and taken as
a whole, to be less than 1.85 to 1.0; or

            Section  8.05  Relationship  of Combined  EBITDA to  Adjusted  Total
Outstanding  Indebtedness.  As of the end of any  calendar  quarter,  the  ratio
(expressed as a  percentage)  of (1) Combined  EBITDA for the twelve  (12)-month
period  then  ended  and  taken as a whole  to (2)  Adjusted  Total  Outstanding
Indebtedness  as of the end of such  calendar  quarter to be less than  thirteen
percent (13%); or

            Section 8.06 Combined EBTDA. As of the end of any calendar  quarter,
Combined  EBTDA for such  calendar  quarter to be less than Twelve  Million Five
Hundred Thousand Dollars ($12,500,000); or

            Section  8.07  Unsecured  Debt Yield.  As of the end of any calendar
quarter,  Unsecured Debt Yield for such calendar  quarter to be less than eleven
and one half percent (11- 1/2%); or

            Section  8.08  Relationship  of  Unencumbered   Combined  EBITDA  to
Interest  Expense  on  Unsecured  Indebtedness.  As of the  end of any  calendar
quarter,  the ratio of (1)  Unencumbered  Combined EBITDA to (2) that portion of
Interest  Expense  attributable  to Unsecured  Indebtedness,  each for the prior
twelve  (12)-month  period then ended and taken as a whole, to be less than 1.50
to 1.00.



                                       35

<PAGE>



                          ARTICLE IX. EVENTS OF DEFAULT

            Section 9.01Events of Default.  Any of the following events shall be
an "Event of Default":

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

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

           (3) If  Borrower  shall  fail (a) to  perform  or  observe  any term,
      covenant or agreement  contained in Article VII or Article VIII; or (b) to
      perform or observe any term, covenant or agreement contained in Article VI
      or  otherwise   contained  in  this  Agreement   (other  than  obligations
      specifically  referred to elsewhere in this Section) or any Loan Document,
      or any other document executed by Borrower and delivered to Administrative
      Agent and/or the Banks in connection  with the  transactions  contemplated
      hereby  and  such  failure  shall  remain   unremedied   for  thirty  (30)
      consecutive  calendar days after the  occurrence  thereof (or such shorter
      cure  period  as may  be  expressly  prescribed  in  the  applicable  Loan
      Document);  provided,  however,  that if any such default under clause (b)
      above  cannot by its  nature be cured  within  such  thirty  (30) day,  or
      shorter,  as the case may be, grace  period and so long as Borrower  shall
      have commenced  cure within such thirty (30) day, or shorter,  as the case
      may be,  grace  period  and  shall,  at all times  thereafter,  diligently
      prosecute  the  same to  completion,  Borrower  shall  have an  additional
      period, not to exceed sixty (60) days, to cure such default;  in no event,
      however,  is the foregoing intended to effect an extension of the Maturity
      Date; or

           (4) If  Borrower  shall  fail  (a) to pay any  Debt  (other  than the
      payment  obligations  described  in paragraph  (1) of this  Section) in an
      amount equal to or greater than Ten Million Dollars ($10,000,000) when due
      (whether by scheduled maturity, required prepayment, acceleration, demand,
      or otherwise),  or (b) to perform or observe any material term,  covenant,
      or condition under any agreement or instrument  relating to any such Debt,
      when  required to be performed or observed,  if the effect of such failure
      to perform or observe is to accelerate,  or to permit the acceleration of,
      after the giving of notice or the lapse of time,  or both  (other  than in
      cases where, in the judgment of the Required Banks, meaningful discussions
      likely  to result in (i) a waiver or cure of the  failure  to  perform  or
      observe,  or (ii)  otherwise  averting such  acceleration  are in progress
      between Borrower and the obligee of such Debt), the maturity of such Debt,
      or any such Debt shall be declared to be due and  payable,  or required to
      be prepaid  (other than by a regularly  scheduled  or  otherwise  required
      prepayment), prior to the stated maturity thereof; or



                                       36

<PAGE>



           (5) If  Borrower,  or any  Affiliate of Borrower to which One Hundred
      Fifty  Million  Dollars  ($150,000,000)  or more of Gross  Asset  Value is
      attributable, shall: (a) generally not, or be unable to, or shall admit in
      writing its  inability  to, pay its debts as such debts become due; or (b)
      make an assignment for the benefit of creditors,  petition or apply to any
      tribunal for the appointment of a custodian, receiver or trustee for it or
      a substantial part of its assets; or (c) commence any proceeding under any
      bankruptcy, reorganization, arrangement, readjustment of debt, dissolution
      or  liquidation  law  or  statute  of  any  jurisdiction,  whether  now or
      hereafter  in effect;  or (d) have had any such  petition  or  application
      filed or any such  proceeding  shall have been  commenced,  against it, in
      which an  adjudication  or  appointment  is made or order  for  relief  is
      entered, or which petition,  application or proceeding remains undismissed
      or unstayed for a period of sixty (60) days or more; or (e) be the subject
      of any proceeding  under which all or a substantial part of its assets may
      be subject to seizure,  forfeiture  or  divestiture;  or (f) by any act or
      omission  indicate its consent to, approval of or acquiescence in any such
      petition, application or proceeding or order for relief or the appointment
      of a custodian, receiver or trustee for all or any substantial part of its
      property;   or  (g)  suffer  any  such   custodianship,   receivership  or
      trusteeship for all or any substantial  part of its property,  to continue
      undischarged for a period of sixty (60) days or more; or

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

           (7) If any of the following  events shall occur or exist with respect
      to  Borrower,  or any ERISA  Affiliate  of  Borrower:  (a) any  Prohibited
      Transaction  involving any Plan; (b) any Reportable  Event with respect to
      any Plan: (c) the filing under Section 4041 of ERISA of a notice of intent
      to terminate  any Plan or the  termination  of any Plan;  (d) any event or
      circumstance   which  might  constitute  grounds  entitling  the  PBGC  to
      institute  proceedings under Section 4042 of ERISA for the termination of,
      or for the  appointment  of a trustee  to  administer,  any  Plan,  or the
      institution  by the  PBGC of any  such  proceedings;  or (e)  complete  or
      partial   withdrawal   under   Section  4201  or  4204  of  ERISA  from  a
      Multiemployer Plan or the  reorganization,  insolvency,  or termination of
      any  Multiemployer  Plan;  and in  each  case  above,  if  such  event  or
      conditions,  if any, could in the opinion of any Bank subject  Borrower or
      any ERISA Affiliate of Borrower to any tax, penalty, or other liability to
      a Plan,  Multiemployer  Plan,  the PBGC or otherwise  (or any  combination
      thereof)  which in the  aggregate  exceeds  or may exceed  Fifty  Thousand
      Dollars ($50,000); or

           (8) If at any  time TCI is not a  qualified  real  estate  investment
      trust under  Sections  856 through 860 of the Code or is not listed on the
      New York Stock Exchange or the American Stock Exchange; or

           (9) If at  any  time  Borrower  fails  to  operate  as a real  estate
      operating  company  for  ERISA  purposes  (within  the  meaning  of C.F.R.
      ss.2510.3-101); or



                                       37

<PAGE>



           (10) If the Taubman Company Limited Partnership, the entity presently
      providing  property  management and leasing  services for all the regional
      shopping  center  properties in which Borrower has an ownership  interest,
      shall discontinue providing such services for twenty five percent (25%) or
      more of the regional  shopping center properties then owned in whole or in
      part by Borrower.

            Section 9.02  Remedies.  If any Event of Default  shall occur and be
continuing,  Administrative  Agent shall, upon request of the Required Banks, by
notice to Borrower, (1) declare the outstanding Notes, all interest thereon, and
all other amounts payable under this Agreement,  and any other Loan Documents to
be forthwith due and payable,  whereupon the Notes,  all such interest,  and all
such amounts due under this  Agreement,  and under any other Loan Document shall
become and be forthwith due and payable,  without presentment,  demand, protest,
or  further  notice of any kind,  all of which are  hereby  expressly  waived by
Borrower; and/or (2) exercise any remedies provided in any of the Loan Documents
or by law.


             ARTICLE X. ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS

            Section 10.01  Appointment,  Powers and Immunities of Administrative
Agent. Each Bank hereby irrevocably appoints and authorizes Administrative Agent
to act as its agent hereunder and under any other Loan Document with such powers
as are  specifically  delegated  to  Administrative  Agent by the  terms of this
Agreement  and any other Loan  Document,  together with such other powers as are
reasonably  incidental  thereto.  Administrative  Agent  shall have no duties or
responsibilities  except those  expressly  set forth in this  Agreement  and any
other  Loan  Document  or  required  by law,  and  shall  not by  reason of this
Agreement  be a  fiduciary  or trustee  for any Bank  except to the extent  that
Administrative  Agent acts as an agent with respect to the receipt or payment of
funds (nor shall  Administrative  Agent have any fiduciary  duty to Borrower nor
shall any Bank  have any  fiduciary  duty to  Borrower  or to any  other  Bank).
Administrative  Agent shall not be  responsible  to the Banks for any  recitals,
statements,  representations  or  warranties  made by Borrower  or any  officer,
partner or official of Borrower or any other Person  contained in this Agreement
or any  other  Loan  Document,  or in  any  certificate  or  other  document  or
instrument  referred  to or  provided  for in, or received by any of them under,
this Agreement or any other Loan Document, or for the value, legality, validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan  Document  or any other  document  or  instrument  referred to or
provided  for herein or  therein,  for the  perfection  or  priority of any Lien
securing  the  Obligations  or for any failure by Borrower to perform any of its
obligations hereunder or thereunder.  Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible, except as to money or securities
received by it or its authorized agents, for the negligence or misconduct of any
such agents or  attorneys-in-fact  selected by it with reasonable care.  Neither
Administrative  Agent nor any of its  directors,  officers,  employees or agents
shall be liable or responsible for any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection  herewith or
therewith,  except for its or their own gross negligence or willful  misconduct.
Borrower shall pay any fee agreed to by Borrower and  Administrative  Agent with
respect to Administrative Agent's services hereunder.

            Section 10.02 Reliance by Administrative Agent. Administrative Agent
shall be entitled to rely upon any certification,  notice or other communication
(including any thereof by telephone, telex, telegram or cable) believed by it to
be genuine and correct and to have been



                                       38

<PAGE>



signed or sent by or on behalf of the proper Person or Persons,  and upon advice
and  statements  of legal  counsel,  independent  accountants  and other experts
selected by Administrative  Agent.  Administrative Agent may deem and treat each
Bank as the holder of the Loan made by it for all purposes  hereof and shall not
be required to deal with any Person who has acquired a participation in any Loan
or  participation  from a Bank. As to any matters not expressly  provided for by
this  Agreement or any other Loan  Document,  Administrative  Agent shall in all
cases be fully protected in acting,  or in refraining from acting,  hereunder in
accordance with instructions signed by the Required Banks, and such instructions
of the Required  Banks and any action  taken or failure to act pursuant  thereto
shall be binding on all of the Banks and any other  holder of all or any portion
of any Loan or participation.

            Section 10.03 Defaults.  Administrative Agent shall not be deemed to
have  knowledge  of the  occurrence  of a  Default  or Event of  Default  unless
Administrative Agent has received notice from a Bank or Borrower specifying such
Default  or Event of  Default  and  stating  that such  notice  is a "Notice  of
Default." In the event that  Administrative  Agent receives such a notice of the
occurrence  of a Default or Event of  Default,  Administrative  Agent shall give
prompt notice thereof to the Banks. Administrative Agent, following consultation
with the Banks,  shall  (subject to Section 10.07) take such action with respect
to such Default or Event of Default  which is continuing as shall be directed by
the Required Banks;  provided that, unless and until  Administrative Agent shall
have received such  directions,  Administrative  Agent may take such action,  or
refrain  from  taking  such  action,  with  respect to such  Default or Event of
Default as it shall  deem  advisable  in the best  interest  of the  Banks;  and
provided further that Administrative Agent shall not send a notice of Default or
acceleration to Borrower without the approval of the Required Banks. In no event
shall  Administrative  Agent  be  required  to take  any  such  action  which it
determines to be contrary to law.

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

            Section 10.05  Indemnification  of  Administrative  Agent. Each Bank
agrees to indemnify  Administrative  Agent (to the extent not  reimbursed  under
Section 12.04 or under the applicable provisions of any other Loan Document, but
without  limiting  the  obligations  of  Borrower  under  Section  12.04 or such
provisions),  for its Pro Rata  Share of any and all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of any  kind and  nature  whatsoever  which  may be  imposed  on,
incurred by or asserted against  Administrative  Agent in any way relating to or
arising out of this  Agreement,  any other Loan Document or any other  documents
contemplated by or referred to herein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses which Borrower is
obligated to pay under Section 12.04) or under the applicable  provisions of any
other Loan Document or the  enforcement of any of the terms hereof or thereof or
of any such  other  documents  or  instruments;  provided  that no Bank shall be
liable for (1) any



                                       39

<PAGE>



of the  foregoing to the extent they arise from the gross  negligence or willful
misconduct of the party to be indemnified, (2) any loss of principal or interest
with  respect  to  Administrative  Agent's  Loan or (3)  any  loss  suffered  by
Administrative  Agent in connection  with a swap or other  interest rate hedging
arrangement entered into by Administrative Agent with Borrower.

            Section 10.06 Non-Reliance on Administrative  Agent and Other Banks.
Each  Bank  agrees  that  it  has,   independently   and  without   reliance  on
Administrative  Agent  or any  other  Bank,  and  based  on such  documents  and
information  as it has  deemed  appropriate,  made its own  credit  analysis  of
Borrower  and the  decision  to  enter  into  this  Agreement  and that it will,
independently and without reliance upon Administrative  Agent or any other Bank,
and based on such documents and information as it shall deem  appropriate at the
time,  continue to make its own analysis  and  decisions in taking or not taking
action under this  Agreement or any other Loan  Document.  Administrative  Agent
shall  not  be  required  to  keep  itself  informed  as to the  performance  or
observance by Borrower of this Agreement or any other Loan Document or any other
document  referred  to or  provided  for herein or  therein  or to  inspect  the
properties or books of Borrower. Except for notices, reports and other documents
and   information   expressly   required  to  be   furnished  to  the  Banks  by
Administrative Agent hereunder,  Administrative Agent shall not have any duty or
responsibility  to  provide  any Bank  with  any  credit  or  other  information
concerning  the  affairs,  financial  condition  or business of Borrower (or any
Affiliate  of Borrower)  which may come into the  possession  of  Administrative
Agent or any of its  Affiliates.  Administrative  Agent shall not be required to
file this  Agreement,  any other Loan  Document or any  document  or  instrument
referred to herein or therein, for record or give notice of this Agreement,  any
other Loan Document or any document or instrument referred to herein or therein,
to anyone.

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

            Section  10.08  Resignation  or  Removal  of  Administrative  Agent.
Provided  there exists no Event of Default,  Administrative  Agent hereby agrees
not to  unilaterally  resign except in the event it becomes an Affected Bank and
is removed or replaced as a Bank  pursuant  to Section  3.07,  in which event it
shall have the right to resign.  Administrative Agent may be removed at any time
with or without  cause by the Required  Banks,  provided  that  Borrower and the
other Banks shall be promptly  notified  thereof.  Upon any such  resignation or
removal, the successor  Administrative Agent shall, at Fleet's option, be Fleet.
If Fleet elects not to become the successor  Administrative  Agent, the Required
Banks shall have the right to appoint a successor  Administrative  Agent.  If no
successor  Administrative  Agent shall have been so  appointed  by the  Required
Banks and shall have accepted such appointment within thirty (30) days after the
Required Banks' removal of the retiring  Administrative Agent, then the retiring
Administrative   Agent  may,  on  behalf  of  the  Banks,  appoint  a  successor
Administrative Agent, which shall be one of the Banks. The Required Banks or the
retiring Administrative Agent, as the case may be, shall upon the appointment of
a  successor  Administrative  Agent  promptly so notify  Borrower  and the other
Banks. Upon the acceptance of any appointment as Administrative  Agent hereunder
by a successor Administrative Agent, such successor



                                       40

<PAGE>



Administrative  Agent shall thereupon  succeed to and become vested with all the
rights, powers,  privileges and duties of the retiring Administrative Agent, and
the  retiring  Administrative  Agent  shall be  discharged  from its  duties and
obligations  hereunder.   After  any  retiring  Administrative  Agent's  removal
hereunder  as  Administrative  Agent,  the  provisions  of this  Article X shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

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

            Section  10.10  Liability of  Administrative  Agent.  Administrative
Agent shall not have any liabilities or  responsibilities to Borrower on account
of the failure of any Bank to perform its  obligations  hereunder or to any Bank
on account of the failure of Borrower to perform its  obligations  hereunder  or
under any other Loan Document.

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

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

            Section 10.13  Withholding  Taxes.  Each Bank  represents that it is
entitled  to  receive  any  payments  to be made  to it  hereunder  without  the
withholding  of any tax and will  furnish to  Administrative  Agent such  forms,
certifications,  statements  and  other  documents  as  Administrative  Agent or
Borrower may request from time to time to evidence  such Bank's  exemption  from
the   withholding  of  any  tax  imposed  by  any   jurisdiction  or  to  enable
Administrative  Agent to comply with any applicable Laws or regulations relating
thereto.  Without  limiting  the  effect  of the  foregoing,  if any Bank is not
created or organized under the laws of the United States of America or any state
thereof, such Bank will furnish to



                                       41

<PAGE>



Administrative  Agent Form 4224 or Form 1001 of the Internal Revenue Service, or
such other forms,  certifications,  statements or  documents,  duly executed and
completed by such Bank as evidence of such Bank's exemption from the withholding
of U.S. tax with respect thereto. Administrative Agent shall not be obligated to
make any payments hereunder to such Bank in respect of any Loan or participation
or such Bank's Loan  Commitment or obligation to purchase  participations  until
such Bank shall have  furnished  to  Administrative  Agent the  requested  form,
certification, statement or document.

            Section 10.14 Minimum Commitment by Fleet and PNC. Subsequent to the
Closing  Date,  each of Fleet and PNC agree to maintain a Loan  Commitment in an
amount no less than Twenty Five Million  Dollars  ($25,000,000),  provided there
exists no Event of Default,  and each of them further  agrees to hold and not to
participate  or assign any of such amount other than an  assignment to a Federal
Reserve  Bank  or  to  their  respective  Parent  or  respective  majority-owned
subsidiary.

            Section  10.15 Pro Rata  Treatment.  Except to the extent  otherwise
provided,  (1) each advance of proceeds of the Loans shall be made by the Banks,
(2) each reduction of the amount of the Total Loan Commitment under Section 2.10
or Section 2.11 shall be applied to the Loan  Commitments of the Banks,  and (3)
each payment of the facility fee accruing  under  Section  2.08(a) shall be made
for the  account  of the  Banks,  ratably  according  to the  amounts  of  their
respective Loan Commitments.

            Section  10.16  Sharing of  Payments  Among  Banks.  If a Bank shall
obtain  payment of any  principal  of or interest on any Loan made by it through
the  exercise of any right of setoff,  banker's  lien,  counterclaim,  or by any
other means (including  direct  payment),  and such payment results in such Bank
receiving a greater payment than it would have been entitled to had such payment
been paid directly to  Administrative  Agent for disbursement to the Banks, then
such Bank shall promptly  purchase for cash from the other Banks  participations
in the  Loans  made by the other  Banks in such  amounts,  and make  such  other
adjustments  from  time to time as  shall be  equitable  to the end that all the
Banks shall share  ratably  the benefit of such  payment.  To such end the Banks
shall  make  appropriate   adjustments   among  themselves  (by  the  resale  of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.  Borrower agrees that any Bank so purchasing a participation in the
Loans made by other  Banks may  exercise  all rights of setoff,  banker's  lien,
counterclaim  or similar  rights  with  respect to such  participation.  Nothing
contained  herein  shall  require any Bank to  exercise  any such right or shall
affect the right of any Bank to exercise, and retain the benefits of exercising,
any such right with respect to any other indebtedness of Borrower.

            Section  10.17  Possession  of  Documents.   Each  Bank  shall  keep
possession of its own Note.  Administrative  Agent shall hold all the other Loan
Documents and related  documents in its possession and maintain separate records
and  accounts  with  respect  thereto,  and  shall  permit  the  Banks and their
representatives  access at all reasonable  times to inspect such Loan Documents,
related documents, records and accounts.



                                       42

<PAGE>



                        ARTICLE XI. NATURE OF OBLIGATIONS

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

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

            Section 11.02 Non-Recourse to TRG Partners. Notwithstanding anything
to the contrary contained in this Agreement, in any of the other Loan Documents,
or in any other instruments,  certificates,  documents or agreements executed in
connection  with the Loans (all of the foregoing,  for purposes of this Section,
hereinafter  referred  to,  individually  and  collectively,  as  the  "Relevant
Documents"), no recourse under or upon any Obligation, representation, warranty,
promise or other matter  whatsoever  shall be had against any of the constituent
partners of Borrower or their successors or assigns (said  constituent  partners
and their  successors  and assigns,  for purposes of this  Section,  hereinafter
referred to, individually and collectively, as the "TRG Partners") and each Bank
expressly  waives  and  releases,  on behalf of itself  and its  successors  and
assigns,  all right to assert any liability  whatsoever under or with respect to
the Relevant  Documents  against,  or to satisfy any claim or obligation arising
thereunder  against,  any of the TRG  Partners  or out of any  assets of the TRG
Partners,  provided,  however,  that nothing in this Section shall be deemed to:
(1) release Borrower from any personal liability pursuant to, or from any of its
respective obligations under, the Relevant Documents, or from personal liability
for its fraudulent actions or fraudulent omissions;  (2) release any TRG Partner
from  personal  liability  for its or his own  fraudulent  actions or fraudulent
omissions; (3) constitute a waiver of any obligation evidenced or secured by, or
contained  in,  the  Relevant  Documents  or affect in any way the  validity  or
enforceability   of  the  Relevant   Documents;   or  (4)  limit  the  right  of
Administrative  Agent  and/or the Banks to proceed  against or realize  upon any
collateral  hereafter  given  for the  Loans  or any and  all of the  assets  of
Borrower  (notwithstanding  the fact  that the TRG  Partners  have an  ownership
interest in Borrower and, thereby,  an interest in the assets of Borrower) or to
name Borrower (or, to the extent that the same are required by applicable law or
are determined by a court to be necessary  parties in connection  with an action
or suit against Borrower or any collateral hereafter given for the Loans, any of
the TRG Partners) as a party defendant in, and to enforce against any collateral
hereafter given for the Loans and/or assets of Borrower any judgment obtained by
Administrative  Agent and/or the Banks with respect to, any action or suit under
the  Relevant  Documents  so long as no judgment  shall be taken  (except to the
extent taking a judgment is required by applicable  law or determined by a court
to be necessary



                                       43

<PAGE>



to preserve  Administrative  Agent's and/or Banks' rights against any collateral
hereafter  given  for the  Loans or  Borrower,  but not  otherwise)  or shall be
enforced  against the TRG  Partners,  their  successors  and  assigns,  or their
assets.


                           ARTICLE XII. MISCELLANEOUS

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

            Section  12.02  Amendments  and  Waivers.  No  amendment or material
waiver of any provision of this Agreement or any other Loan Document nor consent
to any material departure by Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Banks and, solely
for purposes of its acknowledgment thereof,  Administrative Agent, and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given, provided,  however, that no amendment,  waiver
or consent  shall,  unless in writing  and signed by all the Banks do any of the
following:  (1) reduce the  principal  of, or interest on, the Notes or any fees
due hereunder or any other amount due hereunder or under any Loan Document;  (2)
postpone  any date fixed for any payment of  principal  of, or interest  on, the
Notes or any fees due hereunder or under any Loan Document, or waive any default
in the payment of principal, interest or any other amount due hereunder or under
any Loan Documents;  (3) change the definition of Required Banks; (4) amend this
Section or any other provision  requiring the consent of all the Banks or of the
Required  Banks;  (5) waive any default under paragraph (5) of Section 9.01; (6)
increase the Loan  Commitment of any Bank; or (7) amend Section 10.15 or Section
10.16.  Any  advance of  proceeds  of the Loans  made  prior to or  without  the
fulfillment by Borrower of all of the conditions  precedent thereto,  whether or
not known to Administrative  Agent and the Banks,  shall not constitute a waiver
of the requirement that all conditions,  including the non-performed conditions,
shall be required with respect to all future advances. No failure on the part of
Administrative  Agent or any Bank to exercise,  and no delay in exercising,  any
right  hereunder  shall  operate as a waiver  thereof or  preclude  any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

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

            Section  12.04   Expenses;   Indemnification.   Borrower  agrees  to
reimburse  Administrative Agent on demand for all costs,  expenses,  and charges
(including,  without  limitation,  all reasonable fees and charges of engineers,
appraisers  and external  legal  counsel)  incurred by  Administrative  Agent in
connection  with the Loans  and to  reimburse  each of the Banks for  reasonable
legal costs, expenses and charges incurred by each of the Banks in



                                       44

<PAGE>



connection with the performance or enforcement of this Agreement,  the Notes, or
any other Loan Documents;  provided,  however,  that Borrower is not responsible
for costs,  expenses and charges incurred by the Bank Parties in connection with
the  administration  or  syndication  of the Loans  (other than the  syndication
expenses  and  administration  fee  required by the  Supplemental  Fee  Letter).
Borrower  agrees  to  indemnify  Administrative  Agent  and each  Bank and their
respective directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses,  liabilities,  claims, damages or expenses
incurred by any of them arising out of or by reason of (x) any claims by brokers
due to acts or omissions by Borrower,  or (y) any investigation or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings)  relating to any actual or proposed use by Borrower of the proceeds
of  the  Loans,   including   without   limitation,   the  reasonable  fees  and
disbursements of counsel  incurred in connection with any such  investigation or
litigation or other  proceedings  (but  excluding any such losses,  liabilities,
claims,  damages  or  expenses  incurred  by reason of the gross  negligence  or
willful misconduct of the Person to be indemnified).

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

            Section 12.05  Assignment;  Participation.  This Agreement  shall be
binding upon, and shall inure to the benefit of, Borrower, Administrative Agent,
the Banks and their respective  successors and permitted  assigns.  Borrower may
not assign or transfer its rights or obligations hereunder.

            Subject to the provisions of Section 10.14, any Bank may at any time
grant  to one or  more  banks  or  other  institutions  (each  a  "Participant")
participating  interests  in its Loan  (each a  "Participation")  subject to the
consent of Fleet and PNC, which consents shall not be  unreasonably  withheld or
delayed, and provided that any such Participation shall be in the minimum amount
of Ten Million Dollars  ($10,000,000).  In the event of any such grant by a Bank
of a Participation to a Participant,  whether or not Borrower or  Administrative
Agent was given notice,  such Bank shall remain  responsible for the performance
of its  obligations  hereunder,  and  Borrower  and  Administrative  Agent shall
continue  to deal solely and  directly  with such Bank in  connection  with such
Bank's rights and  obligations  hereunder.  Any agreement  pursuant to which any
Bank may grant a  Participation  shall  provide  that such Bank shall retain the
sole right and  responsibility to enforce the obligations of Borrower  hereunder
and under any other Loan Document including,  without  limitation,  the right to
approve any amendment, modification or waiver of any provision of this Agreement
or any other Loan  Document;  provided  that such  participation  agreement  may
provide that such Bank will not agree to any  modification,  amendment or waiver
of this  Agreement  described  in  Section  12.02  without  the  consent  of the
Participant.

            Subject to the provisions of Section  10.14,  any Bank having a Loan
Commitment  in  an  amount  equal  to  or  exceeding   Fifteen  Million  Dollars
($15,000,000) may at any time assign to any bank or other institution,  with the
acknowledgment  of  Administrative  Agent and the  consent  of  Fleet,  PNC and,
provided there exists no Event of Default, of Borrower, which consents shall not
be unreasonably withheld or delayed (such assignee, a "Consented Assignee"),  or
to one or more banks or other institutions which are majority owned subsidiaries
of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank
or institution, an



                                       45

<PAGE>



"Assignee")  all, or a proportionate  part of all, of its rights and obligations
under this  Agreement and its Note,  and such  Assignee  shall assume rights and
obligations, pursuant to an Assignment and Assumption Agreement executed by such
Assignee and the  assigning  Bank,  provided  that,  in each case,  after giving
effect to such assignment, the Assignee's Loan Commitment, and, in the case of a
partial assignment, the assigning Bank's Loan Commitment,  each will be equal to
or greater  than Five  Million  Dollars  ($5,000,000).  Upon (i)  execution  and
delivery of such  instrument,  (ii)  payment by such  Assignee to the Bank of an
amount equal to the purchase price agreed between the Bank and such Assignee and
(iii)  payment  by  such  Assignee  to  Administrative   Agent  of  a  fee,  for
Administrative  Agent's  own  account,  in the amount of  $2,500,  on account of
Administrative  Agent's fees and expenses in  connection  with such  assignment,
such  Assignee  shall be a Bank Party to this  Agreement  and shall have all the
rights and  obligations of a Bank as set forth in such Assignment and Assumption
Agreement,  and the  assigning  Bank  shall be  released  from  its  obligations
hereunder to a  corresponding  extent,  and no further  consent or action by any
party shall be required.  Upon the  consummation  of any assignment  pursuant to
this  paragraph,  substitute  Notes  shall be issued to the  assigning  Bank and
Assignee by  Borrower,  in exchange  for the return of the  original  Note.  The
obligations  evidenced by such substitute notes shall  constitute  "Obligations"
for all purposes of this Agreement and the other Loan Documents. If the Assignee
is not  incorporated  under the laws of the United  States of America or a state
thereof, it shall, prior to the first date on which interest or fees are payable
hereunder  for  its  account,  deliver  to  Borrower  and  Administrative  Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance with Section 10.13.

            Any Bank may at any time  assign  all or any  portion  of its rights
under this Agreement and its Note to a Federal  Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

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

            Notwithstanding  the foregoing  provisions of this Section,  no Bank
shall  assign,  grant,  convey,  or  transfer  all or any portion of or interest
(participation  or  otherwise) in the Loan to any Person if such Person is (i) a
greater than 10% partner  (determined  in accordance  with Treasury  Regulations
Section  1.752-2(d)(1)  of the Code) of Borrower (a "Greater than 10% Partner"),
(ii) an 80% or greater  partner,  member or  shareholder of any Greater than 10%
Partner or (iii) a person who is under 80% or greater common  ownership with (x)
a Greater  than 10%  Partner  or (y) a  shareholder,  member or  partner  of any
Greater  than 10% Partner.  For  purposes of clauses (ii) and (iii),  percentage
ownership shall be determined pursuant to Sections 267(b) and 707(b) of the Code
as modified by Treasury Regulations Section 1.752-4. Any Person



                                       46

<PAGE>



described  above is  referred  to as a  "Disqualified  Person".  Any  Person who
becomes a Bank or  Participant  in accordance  with the terms of this  Agreement
agrees to be bound by the provisions of this Section and, other than  obtaining,
in connection with a bankruptcy proceeding of a constituent partner of Borrower,
any interest as (a) a partner in Borrower or (b) an 80% or greater interest as a
partner,  member or shareholder  of any partner of Borrower,  agrees not to take
any action that would make it a Disqualified  Person.  In addition,  any Bank or
Participant  shall  be a  "qualified  person"  within  the  meaning  of  Section
465(b)(6)(D)(i) and 49(a)(1)(D)(iv) of the Code.

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

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

            Section 12.08 Intentionally Omitted.

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

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

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

            Section 12.12  Integration.  The Loan Documents and Supplemental Fee
Letter set forth the entire  agreement  among the parties hereto relating to the
transactions  contemplated  thereby  and  supersede  any prior  oral or  written
statements or agreements with respect to such transactions.



                                       47

<PAGE>



            Section 12.13  GOVERNING LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY,
AND INTERPRETED  AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW
YORK.

            Section  12.14  Waivers.  In  connection  with the  obligations  and
liabilities as aforesaid,  Borrower hereby waives: (1) promptness and diligence;
(2) notice of any  actions  taken by any Bank Party  under this  Agreement,  any
other Loan Document or any other agreement or instrument relating thereto except
to the extent  otherwise  provided  herein;  (3) all other notices,  demands and
protests,  and all  other  formalities  of  every  kind in  connection  with the
enforcement of the  Obligations,  the omission of or delay in which, but for the
provisions of this Section,  might constitute  grounds for relieving Borrower of
its  obligations  hereunder;  (4) any  requirement  that any Bank Party protect,
secure,  perfect or insure any Lien on any  collateral  or exhaust  any right or
take any action against Borrower or any other Person or any collateral;  (5) any
right or claim of right to cause a  marshalling  of the assets of Borrower;  and
(6) all rights of subrogation or  contribution,  whether  arising by contract or
operation of law (including,  without  limitation,  any such right arising under
the Federal  Bankruptcy  Code) or  otherwise  by reason of payment by  Borrower,
either jointly or severally, pursuant to this Agreement or other Loan Documents.

            Section 12.15 JURISDICTION; IMMUNITIES. BORROWER, THE ADMINISTRATIVE
AGENT AND EACH BANK HEREBY  IRREVOCABLY  SUBMIT TO THE  JURISDICTION  OF ANY NEW
YORK  STATE OR UNITED  STATES  FEDERAL  COURT  SITTING IN NEW YORK CITY OVER ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,  THE NOTES OR
ANY OTHER  LOAN  DOCUMENT.  BORROWER,  THE  ADMINSTRATIVE  AGENT,  AND EACH BANK
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND  DETERMINED  IN SUCH NEW YORK STATE OR UNITED  STATES  FEDERAL  COURT.
BORROWER,  THE  ADMINISTRATIVE  AGENT, AND EACH BANK IRREVOCABLY  CONSENT TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR  PROCEEDING  BY THE MAILING
OF COPIES OF SUCH PROCESS TO BORROWER, THE ADMINISTRATIVE AGENT OR EACH BANK, AS
THE CASE MAY BE, AT THE ADDRESSES SPECIFIED HEREIN. BORROWER, THE ADMINISTRATIVE
AGENT AND EACH BANK  FURTHER  WAIVE ANY  OBJECTION  TO VENUE IN THE STATE OF NEW
YORK AND ANY  OBJECTION TO AN ACTION OR  PROCEEDING  IN THE STATE OF NEW YORK ON
THE BASIS OF FORUM NON CONVENIENS.  BORROWER,  THE ADMINISTRATIVE AGENT AND EACH
BANK  AGREE  THAT  ANY  ACTION  OR  PROCEEDING  BROUGHT  AGAINST  BORROWER,  THE
ADMINISTRATIVE AGENT OR ANY BANK, AS THE CASE MAY BE, SHALL BE BROUGHT ONLY IN A
NEW YORK STATE COURT SITTING IN NEW YORK CITY OR A UNITED  STATES  FEDERAL COURT
SITTING IN NEW YORK CITY.

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

            To the extent that Borrower,  Administrative  Agent or any Bank have
or hereafter may acquire any immunity from jurisdiction of any court or from any
legal  process  (whether from service or notice,  attachment  prior to judgment,
attachment in aid of execution,  execution or otherwise)  with respect to itself
or its property, Borrower, Administrative Agent and each



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<PAGE>



Bank hereby  irrevocably waive such immunity in respect of its obligations under
this Agreement, the Notes and any other Loan Document.

            BORROWER,  ADMINISTRATIVE  AGENT AND EACH BANK  WAIVE ANY RIGHT EACH
SUCH  PARTY  MAY HAVE TO JURY  TRIAL IN  CONNECTION  WITH ANY  SUIT,  ACTION  OR
PROCEEDING  BROUGHT WITH RESPECT TO THIS  AGREEMENT,  THE NOTES OR THE LOANS. IN
ADDITION,  BORROWER  HEREBY  WAIVES,  IN  CONNECTION  WITH ANY  SUIT,  ACTION OR
PROCEEDING  BROUGHT BY  ADMINISTRATIVE  AGENT OR THE BANKS  WITH  RESPECT TO THE
NOTES,  ANY RIGHT  BORROWER MAY HAVE TO (1) INTERPOSE ANY  COUNTERCLAIM  THEREIN
(OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING
BROUGHT BY ADMINISTRATIVE  AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE
SUIT,  ACTION  OR  PROCEEDING  OR WOULD  BE  SUBJECT  TO  DISMISSAL  OR  SIMILAR
DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING
BROUGHT BY ADMINISTRATIVE  AGENT OR THE BANKS) OR (2) HAVE THE SAME CONSOLIDATED
WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.  NOTHING HEREIN CONTAINED
SHALL PREVENT OR PROHIBIT  BORROWER FROM  INSTITUTING  OR MAINTAINING A SEPARATE
ACTION  AGAINST  ADMINISTRATIVE  AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED
CLAIM.







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<PAGE>



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


                                 THE TAUBMAN REALTY GROUP LIMITED
                                   PARTNERSHIP, a Delaware
                                   limited partnership

                                 By: /s/ Shire Rothbart
                                    -----------------------------
                                    Shire Rothbart,
                                    its authorized signatory

                                 Address for Notices:
                                 c/o The Taubman Company
                                   Limited Partnership
                                 200 East Long Lake Road - Suite 300
                                 Bloomfield Hills, Michigan 48304
                                 Attention: Mr. Shire Rothbart

                                 with copy to:

                                 Miro Weiner & Kramer
                                 500 North Woodward Avenue
                                 Suite 100 - P.O. Box 908
                                 Bloomfield Hills, Michigan 48303-0908
                                 Attention:  Martin L. Katz, Esq.





                                       50

<PAGE>



                                 PNC BANK, NATIONAL ASSOCIATION
                                 (as Bank and Administrative Agent)

                                 By: /s/ Dina S. Muth
                                    -------------------------------
                                    Name: Dina S. Muth
                                    Title: Real Estate Officer

                                 Address for notices and Applicable
                                  Lending Office:

                                 One PNC Plaza
                                 249 Fifth Avenue
                                 P1-POPP-19-2
                                 Pittsburgh, Pennsylvania 15222
                                 Attention:  Ms. Dina Muth
                                 Telephone: (412) 762-9118
                                 Telecopy:  (412) 762-6500

                                 with copy to:

                                 One PNC Plaza
                                 249 Fifth Avenue
                                 P1-POPP-03-2
                                 Pittsburgh, Pennsylvania 15222
                                 Attention:  Ms. Arlene Ohler
                                 Telephone: (412) 762-3627
                                 Telecopy:  (412) 762-8672


                                 FLEET NATIONAL BANK

                                 By: /s/ Margaret A. Mulcahy
                                    ----------------------------
                                    Name: Margaret A. Mulcahy
                                    Title: Senior Vice President

                                 Address for notices and Applicable
                                  Lending Office:

                                 75 State Street
                                 MA BOF 11-C
                                 Boston, Massachusetts 02109
                                 Attention:  Ms. Margaret Mulcahy
                                 Telephone: (617) 346-4291
                                 Telecopy:  (617) 346-3220




                                       51

<PAGE>



                                 DRESDNER BANK AG, New York and
                                    Grand Cayman Branches


                                 By /s/ Brigitte Sacin
                                   -----------------------------
                                   Name: Brigitte Sacin
                                   Title: Assistant Treasurer


                                 By /s/ Beverly G. Cason
                                   ------------------------------
                                   Name: Beverly G. Cason
                                   Title: Vice President

                                 Address for notices and Applicable
                                  Lending Office:

                                 Dresdner Bank AG, New York and
                                    Grand Cayman Branches
                                 190 South LaSalle Street, Suite 2700
                                 Chicago, Illinois 60603
                                 Attention: Ms. Maureen M. Slentz
                                 Telephone: (312) 444-1316
                                 Telecopy:  (312) 444-1301 or 1305


                                 COMMERZBANK AG, Chicago Branch


                                 By /s/ Douglas P. Traynor
                                   -----------------------------
                                   Name: Douglas P. Traynor
                                   Title: Vice President


                                 By /s/ E. Marcus Perry
                                   -----------------------------
                                   Name: E. Marcus Perry
                                   Title: Assistant Treasurer

                                 Address for notices and Applicable
                                  Lending Office:

                                 Commerzbank AG, Chicago Branch
                                 c/o Commerzbank AG, New York Branch
                                 2 World Financial Center
                                 New York, New York 10281-1050
                                 Attention:  Mr. Douglas P. Traynor
                                 Telephone: (212) 266-7569
                                 Telecopy:  (212) 266-7530





                                       52

<PAGE>





                                 KEY BANK NATIONAL ASSOCIATION


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

                                 Address for notices and Applicable
                                  Lending Office:

                                 Key Bank National Association
                                 Commercial Real Estate Division
                                 127 Public Square, 6th Floor
                                 Cleveland, Ohio 44114-1306
                                 Attention:  Ms. Mary Ellen Fowler
                                 Telephone: (216) 689-4975
                                 Telecopy:  (216) 689-4997


                                 BAYERISCHE HYPOTHEKEN- UND
                                    WECHSEL-BANK AKTIENGESELLSCHAFT
                                    (New York Branch)


                                 By /s/ Stephen G. Melidones
                                   ---------------------------------
                                   Name: Stephen G. Melidones
                                   Title: Assistant Vice President


                                 By /s/ Eva Lam
                                   ----------------------------------
                                   Name: Eva Lam
                                   Title: Assistant Treasurer

                                 Address for notices and Applicable
                                  Lending Office:

                                 Bayerische Hypotheken- Und
                                   Wechsel-Bank Aktiengesellschaft
                                   (New York Branch)
                                 Financial Square
                                 32 Old Slip
                                 New York, New York 10005
                                 Attention: Mr. Stephen G. Melidones
                                 Telephone: (212) 440-0844
                                 Telecopy: (212) 440-0824





                                       53

<PAGE>






                                 COMERICA BANK


                                 By /s/ Kristine L. Andersen
                                   -------------------------------
                                   Name: Kristine L. Andersen
                                   Title: Account Officer

                                 Address for notices and Applicable
                                  Lending Office:

                                 Comerica Bank
                                 U.S. Banking-East
                                 Comerica Tower at Detroit Center
                                 500 Woodward Avenue
                                 Detroit, Michigan 48226
                                 Attention: Ms. Kristine L. Andersen
                                 Telephone: (313) 222-3648
                                 Telecopy: (313) 222-3330


                                 LANDESBANK HESSEN-THURINGEN
                                   GIROZENTRALE, New York Branch



                                 By /s/ Robert W. Becker
                                   ----------------------------------
                                   Name: Robert W. Becker
                                   Title: Vice President


                                 By /s/ Michael A. Pierro
                                   -----------------------------------
                                   Name: Michael A. Pierro
                                   Title: Assistant Vice President

                                 Address for notices and Applicable
                                  Lending Office:

                                 Landesbank Hessen-Thuringen
                                    Girozentrale, New York Branch
                                 420 Fifth Avenue, 24th Floor
                                 New York, New York 10018-2729
                                 Attention:  Mr. Michael Pierro
                                 Telephone:  (212) 703-5209
                                 Telecopy:    (212) 703-5296



                                       54