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Exhibit 10.11

REVOLVING CREDIT AGREEMENT

Dated as of May 20, 2002

among

THE MILLS LIMITED PARTNERSHIP,as Borrower

THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO,as Lenders

FLEET NATIONAL BANK,as Administrative Agent

and

FLEET SECURITIES, INC.,as Lead Arranger

and

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

as Syndication Agent

and

JPMORGAN CHASE BANK and DRESDNER BANK, AG, NEW YORK BRANCHas Co-Documentation Agents

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TABLE OF CONTENTS

|                                                                |  |                                                                    |  | Page
|--------------------------------------------------------------- |  | ------------------------------------------------------------------ |  | ----
|ARTICLE I
DEFINITIONS                                          
|1.1                                                             |  | Certain Defined Terms                                              |  | 1   
|1.2                                                             |  | Computation of Time Periods                                        |  | 22  
|1.3                                                             |  | Accounting Terms                                                   |  | 22  
|1.4                                                             |  | Other Terms                                                        |  | 22  
|ARTICLE II
AMOUNTS AND TERMS OF LOANS                          
|2.1                                                             |  | Loans                                                              |  | 22  
|2.2                                                             |  | Use of Proceeds of Loans                                           |  | 24  
|2.3                                                             |  | Revolving Credit Termination Date                                  |  | 24  
|2.4                                                             |  | Letters of Credit                                                  |  | 24  
|2.5                                                             |  | Maximum Credit Facility                                            |  | 27  
|2.6                                                             |  | Authorized Agents                                                  |  | 27  
|ARTICLE III
PAYMENTS AND PREPAYMENTS                           
|3.1                                                             |  | Prepayments; Reductions in Revolving Credit Commitments            |  | 27  
|3.2                                                             |  | Payments                                                           |  | 28  
|3.3                                                             |  | Promise to Repay; Evidence of Indebtedness                         |  | 32  
|ARTICLE IV
INTEREST AND FEES                                   
|4.1                                                             |  | Interest on the Loans and other Obligations                        |  | 33  
|4.2                                                             |  | Special Provisions Governing LIBOR Rate Loans                      |  | 35  
|4.3                                                             |  | Fees                                                               |  | 37  
|ARTICLE V
CONDITIONS TO LOANS AND ISSUANCE OF LETTERS OF CREDIT
|5.1                                                             |  | Conditions Precedent to the Initial Loans and Letters of Credit    |  | 39  
|5.2                                                             |  | Conditions Precedent to All Subsequent Loans and Letters of Credit |  | 40  
|ARTICLE VI
REPRESENTATIONS AND WARRANTIES                      
|6.1                                                             |  | Representations and Warranties of the Borrower                     |  | 41  
|ARTICLE VII
REPORTING COVENANTS                                
|7.1                                                             |  | Borrower Accounting Practices                                      |  | 48  
|                                                                |  |                                                                    |  |     

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|7.2                                |  | Financial Reports                                     |  | 48
|---------------------------------- |  | ----------------------------------------------------- |  | --
|7.3                                |  | Events of Default                                     |  | 51
|7.4                                |  | Lawsuits                                              |  | 51
|7.5                                |  | Insurance                                             |  | 51
|7.6                                |  | ERISA Notices                                         |  | 51
|7.7                                |  | Environmental Notices                                 |  | 52
|7.8                                |  | Labor Matters                                         |  | 53
|7.9                                |  | Notices of Asset Sales and/or Acquisitions            |  | 53
|7.10                               |  | Tenant Notifications                                  |  | 53
|7.11                               |  | Other Reports                                         |  | 53
|7.12                               |  | Other Information                                     |  | 54
|ARTICLE VIII
AFFIRMATIVE COVENANTS
|8.1                                |  | Existence, Etc                                        |  | 54
|8.2                                |  | Powers; Conduct of Business                           |  | 54
|8.3                                |  | Compliance with Laws, Etc                             |  | 54
|8.4                                |  | Payment of Taxes and Claims                           |  | 54
|8.5                                |  | Insurance                                             |  | 55
|8.6                                |  | Inspection of Property; Books and Records; Discussion |  | 55
|8.7                                |  | ERISA Compliance                                      |  | 55
|8.8                                |  | Maintenance of Property                               |  | 55
|8.9                                |  | Company Status                                        |  | 55
|8.10                               |  | Ownership of Property                                 |  | 55
|8.11                               |  | Distributions of Income to the Borrower               |  | 55
|8.12                               |  | More Restrictive Agreements                           |  | 56
|8.13                               |  | Variable Rate Debt                                    |  | 56
|ARTICLE IX
NEGATIVE COVENANTS     
|9.1                                |  | Sales of Assets                                       |  | 56
|9.2                                |  | Liens                                                 |  | 57
|9.3                                |  | Conduct of Business                                   |  | 57
|9.4                                |  | Transactions with Partners and Affiliates             |  | 58
|9.5                                |  | Restriction on Fundamental Changes                    |  | 58
|9.6                                |  | Margin Regulations; Securities Laws                   |  | 58
|                                   |  |                                                       |  |   

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|9.7                                              |  | ERISA                                     |  | 58
|------------------------------------------------ |  | ----------------------------------------- |  | --
|9.8                                              |  | Organizational Documents                  |  | 59
|9.9                                              |  | Fiscal Year                               |  | 59
|9.10                                             |  | Indebtedness                              |  | 59
|9.11                                             |  | Investments                               |  | 59
|9.12                                             |  | Other Financial Covenants                 |  | 60
|9.13                                             |  | Stock Repurchase                          |  | 61
|9.14                                             |  | Prohibition on Creation of Lien           |  | 61
|9.15                                             |  | Restriction on Prepayment of Indebtedness |  | 61
|ARTICLE X
EVENTS OF DEFAULT; RIGHTS AND REMEDIES
|10.1                                             |  | Events of Default                         |  | 62
|10.2                                             |  | Rights and Remedies                       |  | 65
|ARTICLE XI
THE AGENT                            
|11.1                                             |  | Appointment                               |  | 66
|11.2                                             |  | Nature of Duties                          |  | 67
|11.3                                             |  | Right to Request Instructions             |  | 67
|11.4                                             |  | Reliance                                  |  | 67
|11.5                                             |  | Indemnification                           |  | 67
|11.6                                             |  | Administrative Agent Individually         |  | 68
|11.7                                             |  | Successor Administrative Agent            |  | 68
|11.8                                             |  | Relations Among the Lenders               |  | 69
|11.9                                             |  | Notices                                   |  | 69
|11.10                                            |  | No Representations                        |  | 69
|11.11                                            |  | Co-Agents                                 |  | 69
|ARTICLE XII
YIELD PROTECTION                    
|12.1                                             |  | Taxes                                     |  | 69
|12.2                                             |  | Increased Capital                         |  | 71
|12.3                                             |  | Change in Legal Restrictions              |  | 72
|ARTICLE XIII
MISCELLANEOUS                      
|13.1                                             |  | Assignments                               |  | 72
|13.2                                             |  | Expenses                                  |  | 74
|                                                 |  |                                           |  |   

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|13.3  |  | Indemnity                                             |  | 75
|----- |  | ----------------------------------------------------- |  | --
|13.4  |  | Change in Accounting Principles                       |  | 75
|13.5  |  | Setoff                                                |  | 75
|13.6  |  | Ratable Sharing                                       |  | 76
|13.7  |  | Amendments and Waivers                                |  | 76
|13.8  |  | Notices                                               |  | 78
|13.9  |  | Survival of Warranties and Agreements                 |  | 78
|13.10 |  | Failure or Indulgence Not Waiver; Remedies Cumulative |  | 78
|13.11 |  | Marshaling; Payments Set Aside                        |  | 78
|13.12 |  | Severability                                          |  | 78
|13.13 |  | Headings                                              |  | 78
|13.14 |  | Governing Law                                         |  | 79
|13.15 |  | Limitation of Liability                               |  | 79
|13.16 |  | Successors and Assigns                                |  | 79
|13.17 |  | Certain Consents and Waivers                          |  | 79
|13.18 |  | Counterparts; Effectiveness; Inconsistencies          |  | 80
|13.19 |  | Limitation on Agreements                              |  | 81
|13.20 |  | Confidentiality                                       |  | 81
|13.21 |  | Disclaimers                                           |  | 81
|13.22 |  | Entire Agreement                                      |  | 81
|13.23 |  | Replacement Notes                                     |  | 81

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LIST OF EXHIBITS AND SCHEDULES

|Exhibit A      |  |  |  | Form of Assignment and Acceptance                
|-------------- |  | - |  | -------------------------------------------------
|Exhibit B      |  |  |  | Form of Note                                     
|Exhibit C      |  |  |  | Form of Notice of Borrowing                      
|Exhibit D      |  |  |  | Form of Notice of Conversion/Continuation        
|Exhibit E      |  |  |  | Form of Letter of Credit Request                 
|Exhibit F      |  |  |  | List of Closing Documents                        
|Exhibit G      |  |  |  | Form of Officer's Certificate                    
|Exhibit H      |  |  |  | Form of Sample Calculation of Financial Covenants
|Exhibit I      |  |  |  | Form of Guaranty                                 
|Exhibit J      |  |  |  | Revolving Credit Commitments and Pro Rata Share  
|Schedule D-1   |  |  |  | Community Centers                                
|Schedule D-2   |  |  |  | CVS Portfolio                                    
|Schedule 6.1-A |  |  |  | Organizational Documents                         
|Schedule 6.1-C |  |  |  | Structure                                        
|Schedule 6.1-H |  |  |  | Indebtedness for Borrowed Money                  
|Schedule 6.1-I |  |  |  | Pending Actions                                  
|Schedule 6.1-P |  |  |  | Environmental Matters                            
|Schedule 6.1-Q |  |  |  | ERISA Matters                                    
|Schedule 6.1-T |  |  |  | Insurance Policies                               

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REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT, dated as of May 20, 2002 (as amended, supplemented or modified from time to time, the
"Agreement"), is entered into among THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Borrower"), the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, and
FLEET NATIONAL BANK ("Fleet"), as the administrative agent (the "Administrative Agent").

The
parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1Certain Defined Terms.The following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined:



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Leverage Ratio

Applicable Margin for
LIBOR Rate Loans
(% per annum)

Applicable Margin for
Base Rate Loans
(% per annum)less than 40%

1.75
%
0.25
%40% to less than 45%

2.00
%
0.50
%45% to less than 50%

2.25
%
0.75
%50% to less than 55%

2.50
%
1.00
%55% to less than 62.5%

2.75
%
1.25
%




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1.2Computation of Time Periods.In this Agreement, in the computation of periods of time from a specified date
to a later specified date, the word "from" means "from but excluding" and the words "to" and "until" each mean "to and including". Periods of days referred to in this Agreement shall be counted in
calendar days unless Business Days are expressly prescribed. Any period determined hereunder by reference to a month or months or year or years shall end on the day in the relevant calendar month in
the relevant year, if applicable, on the date numerically corresponding to the first day of such period, provided, that if such period commences on the last day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month during which such period is to end), such period shall, unless otherwise expressly required by the other provisions of this
Agreement, end on the last day of the calendar month.

1.3Accounting Terms.Subject toSection 13.4, for
purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.

1.4Other Terms.All other terms contained in this Agreement shall, unless the context indicates otherwise, have
the meanings assigned to such terms by the Uniform Commercial Code to the extent the same are defined therein.

ARTICLE II

AMOUNTS AND TERMS OF LOANS

2.1Loans.



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2.2Use of Proceeds of Loans.The proceeds of the Loans to the Borrower hereunder may be used for the
purposes
of:



each
of which purposes described in clauses (a) through (d) above shall be lawful working capital purposes of the Borrower. The proceeds of the Loans shall not be used directly or
indirectly to repurchase stock of TMC or OP Units, except with respect to any redemption of Series A Preferred Interests so long as no Default or Event of Default has occurred and is
continuing.

2.3Revolving Credit Termination Date.The Revolving Credit Commitments shall terminate, and all outstanding
Revolving Credit Obligations shall be paid in full, on the Revolving Credit Termination Date. Each Lender's obligation to make Loans shall terminate on the Business Day immediately preceding the
Revolving Credit Termination Date.

2.4Letters of Credit.



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2.5Maximum Credit Facility.Notwithstanding anything in this Agreement to the contrary, in no event shall the
aggregate Revolving Credit Obligations exceed the Revolving Credit Availability.

2.6Authorized Agents.On the Closing Date and from time to time thereafter, the Borrower shall deliver to the
Administrative Agent an Officer's Certificate setting forth the names of the employees and agents authorized to request Loans or Letters of Credit and to request a conversion/continuation of any Loan
and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to
the Loan Documents. The Administrative Agent and the Lenders shall be entitled to rely conclusively on such employee's or agent's authority to request such Loan or Letter of Credit or such
conversion/continuation until the Administrative Agent receives written notice to the contrary. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on any
written Notice of Borrowing, Letter of Credit Request or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or a Letter of Credit or such
conversion/continuation, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such
request or otherwise to act on behalf of the Borrower. None of the Administrative Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or
facsimile notice referred to above which the Administrative Agent or such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower
hereby indemnifies and holds harmless the Administrative Agent and each other Lender from any loss or expense the Administrative Agent or the Lenders incur in acting in good faith as provided in this Section 2.6,provided,however, that the Borrower
shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or
willful misconduct.

ARTICLE III

PAYMENTS AND PREPAYMENTS

3.1Prepayments; Reductions in Revolving Credit Commitments.



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3.2Payments.



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3.3Promise to Repay; Evidence of Indebtedness.



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ARTICLE IV

INTEREST AND FEES

4.1Interest on the Loans and other Obligations.



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4.2Special Provisions Governing LIBOR Rate Loans.



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4.3Fees.



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ARTICLE V

CONDITIONS TO LOANS AND ISSUANCE OF LETTERS OF CREDIT

5.1Conditions Precedent to the Initial Loans and Letters of Credit.The obligation of each Lender on the
Initial Funding Date to make any Loan requested to be made by it or of the Issuing Lender on the Initial Funding Date to issue any Letter of Credit requested of it shall be subject to the satisfaction
or waiver of all of the following conditions precedent:



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5.2Conditions Precedent to All Subsequent Loans and Letters of Credit.The obligation of each Lender to make
any Loan requested to be made by it and of the Issuing Lender to issue any Letter of Credit requested to be issued by it on any date after the Initial Funding Date is subject to the following
conditions precedent as of each such date:



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Each
submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to a Loan, a Letter of Credit Request or a Notice of Conversion/Continuation with respect to any Loan
and each acceptance by the Borrower of the proceeds of each Loan made, converted or continued hereunder or the acceptance of a Letter of Credit, shall constitute a representation and warranty by the
Borrower as of the Funding Date in respect of such Loan or the issuance of such Letter of Credit and the date of conversion or continuation, that all the conditions contained in this Section 5.2have been satisfied or waived in accordance withSection 13.7.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1Representations and Warranties of the Borrower.In order to induce the Lenders to enter into this Agreement
and to issue the Letters of Credit and make the Loans and the other financial
accommodations to the Borrower described herein, the Borrower hereby represents and warrants to Administrative Agent and each Lender that the following statements are true, correct and complete:



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ARTICLE VII

REPORTING COVENANTS

The Borrower and TMC each covenants and agrees that so long as any Revolving Credit Commitments or Letters of Credit are outstanding and thereafter until payment
in full of all of the Obligations (other than indemnities pursuant toSection 13.3not yet due) and the return to Issuing Lender of any
outstanding Letters of Credit unless the Requisite Lenders shall otherwise give prior written consent thereto:

7.1Borrower Accounting Practices.The Borrower shall maintain, and cause TMC and each of their respective
Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of Consolidated and Consolidating financial statements
in conformity with GAAP, and each of the financial statements and reports described below shall be prepared from such system and records and in form satisfactory to the Administrative Agent.

7.2Financial Reports.TMC shall deliver or cause to be delivered to the Administrative Agent and the Lenders
the following financial reports, each prepared by a certified public accountant reasonably acceptable to the Administrative Agent in accordance with generally accepted accounting principles
consistently applied except that the financial statement for the Borrower may be in the form of an internally prepared adjustment statement showing the necessary adjustment to derive the Borrower
statement from the audited TMC statement if accompanied by a certificate showing such adjustment certified by an officer of the Borrower and TMC. Each annual financial statement shall be certified as
true, complete and correct in all material respects by an officer of the Borrower and TMC. The Borrower and TMC shall provide such additional financial information the Administrative Agent reasonably
requires with respect to such entity, including without limitation, copies of any Form 10Q's,

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10K's, annual reports and other publicly available documentation filed with the Securities and Exchange Commission within ten (10) days of filing or delivered to its shareholders or partners:



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7.3Events of Default.Promptly upon the Borrower obtaining knowledge (a) of any condition or event
which
constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or the Administrative Agent has given any notice with respect to a claimed Event of Default or
Potential Event of Default under this Agreement; (b) that any Person has given any notice to the Borrower, TMC or any Subsidiary of the Borrower or TMC or taken any other action with respect to
a claimed default or event or condition of the type referred to inSection 10.1(e); or (c) or of any condition or event which has or is
reasonably likely to have a Material Adverse Effect, the Borrower shall deliver to the Administrative Agent and the Lenders an Officer's Certificate specifying (i) the nature and period of
existence of any such claimed default, Event of Default, Potential Event of Default, condition or event, (ii) the notice given or action taken by such Person in connection therewith, and
(iii) what action the Borrower has taken, is taking and proposes to take with respect thereto.

7.4Lawsuits.(i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written
threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower, TMC or any of their respective Subsidiaries of the type described in Section 6.l(i)of this Agreement not previously disclosed pursuant to Section 6.1(i), the Borrower shall give written notice thereof to the Administrative Agent and the Lenders and
provide such other information as
may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within
forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering
the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration of the type described in Section 6.1(i)of this Agreement (not previously
reported) and involving a Claim which is uninsured against the Borrower, TMC or any of
their respective Subsidiaries or any Property of the Borrower, TMC or any of their respective Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and
shall provide such other information at such time as may be reasonably requested by Administrative Agent to enable each Lender and the Administrative Agent and its counsel to evaluate such matters;
and (iii) in addition to the requirements set forth in clauses (i) and (ii) of thisSection 7.4, the Borrower upon request
of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report
delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested by Administrative Agent to enable each Lender and the Administrative
Agent and its counsel to evaluate such matters.

7.5Insurance.As soon as practicable and in any event by February 15th of each calendar year, the
Borrower shall deliver to the Administrative Agent and the Lenders (i) a report in form and substance reasonably satisfactory to the Administrative Agent and the Lenders outlining all material
insurance coverage maintained as of the date of such report by the Borrower, TMC and their respective Subsidiaries and the duration of such coverage and (ii) the certificate of an Authorized
Financial Officer that all premiums with respect to such coverage have been paid when due.

7.6ERISA Notices.The Borrower shall deliver or cause to be delivered to the Administrative Agent and the
Lenders, at the Borrower's expense, the following information and notices as soon as reasonably possible, and in any event:



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For
purposes of thisSection 7.6, the Borrower, TMC and any ERISA Affiliate shall be deemed to know all facts known by the "Administrator" of any
Plan of which the Borrower or TMC or any ERISA Affiliate is the plan sponsor.

7.7Environmental Notices.The Borrower shall notify the Administrative Agent and the Lenders in writing,
promptly upon any senior employee of the Borrower or TMC responsible for the

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environmental matters at any Property of the Borrower learning thereof, of any of the following (together with any material documents and correspondence received or sent in connection therewith):



7.8Labor Matters.The Borrower shall notify the Administrative Agent in writing, promptly upon the Borrower's
learning thereof, of any labor dispute to which the Borrower or TMC or any of their respective Subsidiaries may become a party (including, without limitation, any strikes, lockouts or other disputes
relating to any Property of such Persons and other facilities) which is reasonably likely to result in a Material Adverse Effect.

7.9Notices of Asset Sales and/or Acquisitions.The Borrower shall deliver to the Administrative Agent and the
Lenders written notice of each of the following upon the occurrence thereof: (a) a sale, transfer or other disposition of assets, in a single transaction or series of related transactions, for
consideration in excess of $10,000,000, (b) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $10,000,000, and (c) the
grant of a Lien with respect to
assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of $50,000,000.

7.10Tenant Notifications.The Borrower shall promptly notify the Administrative Agent upon obtaining knowledge
of the bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower's and its Subsidiaries' share of consolidated minimum rent is attributable.

7.11Other Reports.The Borrower shall deliver or cause to be delivered to the Administrative Agent copies of
all financial statements, reports, notices and other materials, if any, sent or made available generally by the Borrower or TMC to its respective Securities holders or filed with the

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Commission, all press releases made available generally by the Borrower or TMC or any of its Subsidiaries to the public concerning material developments in the business of the Borrower or TMC or any
such Subsidiary and all notifications received by the Borrower or TMC or their Subsidiaries pursuant to the Securities Exchange Act and the rules promulgated thereunder.

7.12Other Information.Promptly upon receiving a request therefor from the Administrative Agent, the Borrower
shall prepare and deliver to the Administrative Agent such other information with respect to the Borrower, TMC and their respective Subsidiaries, on a Consolidated basis (including without limitation,
property operating statements, cash flow statements and balance sheets), as from time to time may be reasonably requested by the Administrative Agent.

ARTICLE VIII

AFFIRMATIVE COVENANTS

The Borrower and TMC each covenants and agrees that so long as any Revolving Credit Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than indemnities pursuant toSection 13.3not yet due) and the return of any outstanding Letters of Credit, unless the
Requisite Lenders shall otherwise give prior written consent:

8.1Existence, Etc.The Borrower shall, and shall cause each of TMC and their respective Subsidiaries to, at all
times maintain its corporate existence or existence as a limited liability company, limited partnership or joint venture, as applicable, and preserve and keep, or cause to be preserved and kept, in
full force and effect its rights and franchises material to its businesses, except where the loss or termination of such rights and franchises or the termination of existence of a Subsidiary is not
likely to have a Material Adverse Effect.

8.2Powers; Conduct of Business.The Borrower shall remain qualified, and shall cause TMC and each of their
respective Subsidiaries to qualify and remain qualified, to do business and maintain its good standing in each jurisdiction in which the nature of its business and the ownership of its Property
requires it to be so qualified and in good standing, except where the failure to remain so qualified or in good standing is not likely to have a Material Adverse Effect.

8.3Compliance with Laws, Etc.The Borrower shall, and shall cause TMC and each of their respective Subsidiaries
to, (a) comply in all material respects with all Requirements of Law and all restrictive covenants or Contractual Obligations affecting such Person or the business, Property, assets or
operations of such Person, and (b) obtain and maintain as needed all Permits necessary for its operations (including, without limitation, the operation of the Real Properties) and maintain such
Permits in good standing, except where noncompliance with eitherclause (a)or(b)above
is not reasonably likely to have a Material Adverse Effect.

8.4Payment of Taxes and Claims.(a) The Borrower shall pay, and cause TMC and each of their respective
Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its Property or assets or in respect of any of its franchises, licenses, receipts,
sales, use, payroll, employment, business, income or Property before any penalty or interest accrues thereon, and (ii) all Claims (including, without limitation, claims for labor, services,
materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.2or a Customary Permitted Lien for property
taxes and assessments not yet due) upon any of the Borrower's or any of the Borrower's
Subsidiaries, Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto;provided, however, that no such
taxes, assessments, fees and governmental charges referred to in clause (i) above or Claims referred to in clause (ii) above need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

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8.5Insurance.The Borrower shall maintain for itself, TMC and its Subsidiaries, or shall cause each of its
Subsidiaries to maintain in full force and effect the insurance policies and programs listed onSchedule 6.1-Tor substantially
similar policies and programs or other policies and programs as are reasonably acceptable to the Administrative Agent. All such policies and programs shall be maintained with insurers reasonably
acceptable to the Administrative Agent. Without limiting the foregoing, the Borrower shall maintain for itself, TMC and its Subsidiaries, or cause each of its Subsidiaries to maintain, terrorism
insurance, comparable to the coverage that is described onSchedule 6.1-T, to the extent such insurance is available at commercially
reasonable rates.

8.6Inspection of Property; Books and Records; Discussion.The Borrower shall permit, and cause TMC and each of
their respective Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent or other Lender to visit and inspect any of the Real Properties, to
examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective
businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and
accounts with their Authorized Financial Officers and independent certified public accountants, all with a representative of the Borrower present, upon reasonable notice and at such reasonable times
during normal business hours, as often as may be reasonably requested. Each such visitation and inspection shall be at such visitor's expense. The Borrower shall keep and maintain, and cause TMC and
their respective Subsidiaries to keep and maintain, in all material respects proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions
in relation to their respective businesses and activities.

8.7ERISA Compliance.The Borrower shall, and shall cause TMC and each of their respective ERISA Affiliates to,
establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Internal Revenue Code, all other applicable laws, and the regulations and interpretations
having the force of law thereunder and the respective requirements of the governing documents for such Plans.

8.8Maintenance of Property.The Borrower shall, and shall cause each of its Subsidiaries to, maintain in all
material respects all of their respective owned and leased Property in good, safe and insurable condition and repair, subject to damage and destruction due to fires or other casualties, and not
permit, commit or suffer any waste or abandonment of any such Property and from time to time shall make or cause to be made all material repairs, renewal and replacements thereof, including, without
limitation, any capital improvements which may be required to maintain the same in good condition and repair;provided, however, that such Property may
be altered or renovated in the ordinary course of business of the Borrower or such applicable Subsidiary. Without any limitation on the foregoing, the Borrower shall maintain the Real Property in a
manner such that each Real Property can be used in the manner and substantially for the purposes such Real Property is used on the Closing Date, including, without limitation, maintaining all
utilities, access rights, zoning and necessary Permits for such Real Property.

8.9Company Status.TMC shall at all times (1) remain a publicly traded company listed on the New York
Stock Exchange or other national stock exchange; (2) maintain its status as a REIT under the Internal Revenue Code; and (3) retain direct or indirect management and control of the
Borrower.

8.10Ownership of Property.The ownership of substantially all Property of the Consolidated Businesses shall be
held by the Borrower, TMC and their respective Subsidiaries.

8.11Distributions of Income to the Borrower.The Borrower shall cause all of its Subsidiaries to promptly
distribute to the Borrower (but not less frequently than once each fiscal quarter of the Borrower, unless otherwise approved by the Administrative Agent), whether in the form of dividends,
distributions or otherwise, all profits, proceeds or other income relating to or arising from its

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Subsidiaries' use, operation, financing, refinancing, sale or other disposition of their respective Properties after (a) the payment by each Subsidiary of its debt service and operating
expenses for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements to be made to
such Subsidiary's assets and properties approved by such Subsidiary in the ordinary course of business consistent with its past practices.

8.12More Restrictive Agreements.Without limiting the terms of Section 9.10, should the Borrower or TMC
enter into or modify any agreements or documents pertaining to any existing or future Indebtedness or preferred equity, which agreements or documents include covenants (whether affirmative or
negative) or defaults or events of default (or any other provision which may have the same practical effect as any of the foregoing) which are individually or in the aggregate more restrictive against
the Borrower, TMC, or the Borrower or TMC and their respective Subsidiaries on a consolidated basis than those set forth herein or in any of the other Loan Documents, the Borrower shall promptly
notify the Administrative Agent and, if requested by Required Lenders, the Borrower, the Administrative Agent and the Required Lenders shall (and, if applicable, the Borrower shall cause TMC to)
promptly amend this Agreement and the other Loan Documents to include some or all of such more restrictive provisions as determined by the Required Lenders in their sole discretion.

8.13Variable Rate Debt.Borrower shall cause fifty percent (50%) or more of Total Adjusted Outstanding
Indebtedness to bear interest (i) by reference to a rate of interest that is fixed until the earlier of the final maturity of such Indebtedness or the Revolving Credit Termination Date, or
(ii) by reference to a floating or variable rate of interest which is hedged or otherwise capped pursuant to an interest rate swap, cap or other agreement acceptable to the Administrative
Agent.

ARTICLE IX

NEGATIVE COVENANTS

The Borrower and TMC each covenants and agrees that it shall comply with the following covenants so long as any Revolving Credit Commitments are outstanding and
thereafter until payment in full of all of the Obligations (other than indemnities pursuant toSection 13.3not yet due) and the return of any
outstanding Letters of Credit, unless the Requisite Lenders shall otherwise give prior written consent:

9.1Sales of Assets.Except as otherwise provided in this Agreement, neither Borrower nor TMC nor any of their
respective Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any Property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any
agreement to do so which would result in a Material Adverse Effect. Notwithstanding the foregoing, Borrower shall have the right to (i) effect a one-time sale of the Community
Centers,
provided such sale is not violative of the conditions set forth in, or trigger a mandatory payment under, clauses (i), (ii) and (iii) of Section 3.1(d) hereof, and
(ii) sell direct or indirect beneficial interests in Subsidiaries and Minority Holdings, provided that (A) no Event of Default shall have occurred and be continuing, (B) no
transfer or series of transfers of partnership or membership interests in any Subsidiary or Minority Holding shall result in Borrower owning less than 25% of the interest held by Borrower in such
Person as of the Closing Date, (C) no transfer or series of transfers shall result in Borrower transferring more than 49% of its general partner or managing member interest in any Subsidiary or
Minority Holding, and (D) Borrower shall maintain control over all material decisions with respect to such Subsidiary or Minority Holding. As used in this Section 9.1, Borrower shall be
deemed to control a Subsidiary or Minority Holding if Borrower has the ability to exercise a buy-sell right in the event of a disagreement regarding the sale, financing of or other
material decision with respect to, the Property owned by such Subsidiary or Minority Holding.

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9.2Liens.Neither Borrower nor TMC nor any of their respective Subsidiaries shall directly or indirectly
create, incur, assume or permit to exist any Lien on or with respect to (i) any Property, or (ii) with respect to any such Securities held by TMC, the Borrower or any of their respective
Subsidiaries (to the extent the same constitutes a pledge or other encumbrance of equity interests in the Borrower, the Consolidated Businesses, any Minority Holding or any Subsidiary), or
(iii) with respect to any direct or indirect interest in any Consolidated Businesses or Subsidiaries, except:



provided, however, that none of the foregoing shall limit or prohibit the Borrower, TMC or their respective Subsidiaries from (i) granting Liens
on its respective Real Properties and related personal property for the purpose of securing Secured Indebtedness; (ii) granting a pledge, directly or indirectly,
of (or otherwise transferring in a commercially reasonable manner acceptable to the Requisite Lenders) Borrower's interest in each of (a) Sunrise Mills (MLP) Limited Partnership, a Delaware
limited partnership, Sawgrass Phase II Limited Partnership, a Delaware limited partnership, and Mills-KanAm Sawgrass Phase III Limited Partnership, a Delaware limited partnership, collectively, the
owner of the Real Property known as Sawgrass Mills, for the purpose of securing Indebtedness, (b) Arundel Mills Limited Partnership, the owner of the property known as Arundel Mills, for the
purpose of securing Indebtedness, (c) Concord Mills Limited Partnership, the owner of the property known as Concord Mills, for the purpose of securing Indebtedness, and (d) Orange City
Mills Limited Partnership, the owner of the property known as The Block at Orange, for the purpose of securing Indebtedness, (iii) granting a pledge, directly or indirectly, of Borrower's
interest in Franklin Mills Limited Partnership, the owner of the property known as Franklin Mills, for the purpose of securing the Term Loan, or (iv) incurring additional unsecured Indebtedness
otherwise permitted hereunder.

9.3Conduct of Business.Neither Borrower nor TMC nor any of their respective Subsidiaries shall engage in any
business, enterprise or activity other than (a) the business of acquiring developing, re-developing and managing predominantly retail Real Properties and portfolios of like Real
Properties, and (b) any business or activities which are substantially similar, related or incidental thereto. In any event neither the Borrower nor TMC shall engage in any activity that shall
cause TMC to be disqualified as a REIT under the Internal Revenue Code. Notwithstanding the foregoing, neither Borrower nor TMC nor any of their respective Subsidiaries shall engage in any business,
enterprise or activity unrelated to its business of acquiring, developing, re-developing, leasing and managing predominantly retail Real Properties and portfolios of like Real Properties
and providing complementary ancillary services to retail Real Properties, including the acquisition or disposition of significant non-real estate assets or portfolio assets, except as
permitted inSection 9.11(a)(vii).

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9.4Transactions with Partners and Affiliates.Neither Borrower nor any of its Subsidiaries shall directly or
indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any Property or the rendering of any service) with any Affiliate of
the Borrower which is not its Subsidiary, on terms that are determined by the Board of Directors (or its equivalent) of TMC (except in the case of non-material transactions, in which case
the determination shall be made by officer's of such entities engaging in such transaction) to be less favorable to the Borrower or any of its Subsidiaries, as applicable, than those that might be
obtained in an arm's-length transaction at the time from Persons who are not such an Affiliate. Nothing contained in thisSection 9.4shall
prohibit (a) increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries which are customary in the industry or consistent with the past
business practice of the Borrower or such Subsidiary;provided, that no Event of Default or Potential Event of Default has occurred and is continuing;
(b) payment of customary partners' indemnities; or (c) performance of any obligations arising under the Loan Documents.

9.5Restriction on Fundamental Changes.Neither Borrower, TMC nor any of their respective Subsidiaries shall
enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of such Person's business or Property, whether now or hereafter acquired (other than a transfer by Borrower or a Subsidiary of Borrower
to another Subsidiary of
Borrower) except in connection with issuance, transfer, conversion or repurchase of limited partnership interests in the Borrower or in connection with a sale of assets permitted hereunder.
Notwithstanding the foregoing, the Borrower or any Subsidiary of Borrower shall be permitted to merge with another Person so long as, in the case of a merger involving the Borrower, the Borrower is
the surviving Person following such merger and in any event Borrower shall be in compliance with all other provisions of the Loan Documents after giving effect thereto (including without limitation Section 9.11).

9.6Margin Regulations; Securities Laws.Neither Borrower nor any of its Subsidiaries shall use all or any
portion of the proceeds of any credit extended under this Agreement to purchase or carry Margin Stock.

9.7ERISA.The Borrower and TMC shall not and shall not permit any of their respective ERISA Affiliates to:



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9.8Organizational Documents.Neither Borrower nor any of their respective Subsidiaries shall amend, modify or
otherwise change any of the terms or provisions in any of their respective Organizational Documents as in effect on the Closing Date, except amendments to effect (a) a change of name of the
Borrower or any such Subsidiary;provided, that the Borrower shall have provided the Administrative Agent with ten (10) Business Days' prior
written notice of any such name change, (b) changes to the TMLP Partnership Agreement relating to the acquisition of Real Property or interests in an owner of Real Property with respect to
which the consideration paid to the seller thereof includes limited partnership interests in the Borrower, or (c) changes that would not affect such Organizational Documents in any material
manner which is prohibited under this Agreement.

9.9Fiscal Year.Neither Borrower, TMC nor any of their Consolidated Subsidiaries shall change their respective
Fiscal Year for accounting or tax purposes from a period consisting of the 12-month period ending on December 31 of each calendar year.

9.10Indebtedness.Neither Borrower, TMC nor any of their respective Subsidiaries shall directly or indirectly
create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except Indebtedness which, when aggregated with Indebtedness of TMC, the Borrower or
any of their respective Subsidiaries and Minority Holdings Indebtedness allocable in accordance with GAAP to the Borrower or any Subsidiary of the Borrower as of the time of determination, would not
cause Total Adjusted Outstanding Indebtedness to exceed sixty percent (60%) of Capitalization Value as of the date of incurrence, or from and after the acknowledgement by Administrative Agent of its
receipt of evidence satisfactory to Administrative Agent that all other agreements relating to any Indebtedness of Borrower, TMC and their respective Subsidiaries and the Organizational Documents of
Borrower and TMC would permit the incurrence of such Indebtedness through the Revolving Credit Termination Date so long as the Total Adjusted Outstanding Indebtedness does not exceed
sixty-two and one half percent (62.5%) of Capitalization Value, sixty-two and one-half percent (62.5%) of Capitalization Value. The Administrative Agent shall give
written notice to the Borrower and the Lenders upon the making of such determination by Administrative Agent.

9.11Investments.



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9.12Other Financial Covenants.



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Four Fiscal Quarters Ending

Percentage of FFOJune 30, 2002

80
%September 30, 2002

79
%December 31, 2002

78
%March 31, 2003

77
%June 30, 2003

76
%September 30, 2003

75
%December 31, 2003

74
%March 31, 2004

73
%June 30, 2004 and thereafter

72
%




9.13Stock Repurchase.None of Borrower, TMC or any of their Subsidiaries shall effect an immediate, incidental
or ultimate, repurchase of shares of TMC or OP Units except as such repurchase relates to Series A Preferred Interests or any redemption of limited partnership interests in Borrower in exchange
for shares of common stock of TMC.

9.14Prohibition on Creation of Lien.From and after the date hereof, except as set forth herein, neither the
Borrower nor TMC will, and will not permit any Subsidiary, to enter into any agreement containing any provision prohibiting the creation or assumption of any Lien upon its properties (other than with
respect to prohibitions on subordinate liens set forth in a mortgage on a particular property or restrictions on the pledge of interests in joint ventures contained in the applicable joint venture
agreement), revenues or assets, whether now owned or hereafter acquired, or restricting the ability of the Borrower or TMC to amend or modify this Agreement or any of the other Loan Documents.

9.15Restriction on Prepayment of Indebtedness.Without the prior written consent of the Administrative Agent,
neither TMC, Borrower nor any of their respective Subsidiaries shall prepay, redeem or purchase the principal amount, in whole or in part, of any Indebtedness other than the Obligations after the
occurrence of any Event of Default; provided, however, that thisSection 9.15shall

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not prohibit the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of Section 9.10.

ARTICLE X

EVENTS OF DEFAULT; RIGHTS AND REMEDIES

10.1Events of Default.Each of the following occurrences shall constitute an Event of Default under this
Agreement:



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An
Event of Default shall be deemed "continuing" until cured or waived in writing in accordance withSection 13.7.

10.2Rights and Remedies.



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ARTICLE XI

THE AGENT

11.1Appointment.(a) Each Lender hereby designates and appoints Fleet as the Administrative Agent of
such Lender under this Agreement, and each Lender hereby irrevocably authorizes Administrative Agent to take such actions on its behalf under the provisions of this Agreement and the Loan Documents
and to exercise such powers as are set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent hereby agrees that it shall administer
this Agreement and the other Loan Documents and service the Loans with the same degree of care as Administrative Agent would use in servicing a loan of similar size and type for its own account. The
Administrative Agent agrees to act as such on the express conditions contained in thisArticle XI. The Administrative Agent may exercise its
powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this
Agreement and the other Loan Documents. The Administrative Agent may utilize the services of such Persons as the Administrative Agent may reasonably determine, and all reasonable fees and expenses of
any such Persons shall be paid by the Borrower. Neither the Administrative Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor
any agent, or employee thereof, shall be liable to any of the Lenders for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or
under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Administrative
Agent or such other Person, as the case may be, may be liable for losses due to its willful misconduct or gross negligence. For the purposes of carrying out the provisions and exercising the rights,
remedies, powers and privileges granted by or referred to in this Agreement and the Loan Documents, each of the Lenders, subject to the other terms of this Agreement and the Loan Documents, hereby
irrevocably constitutes and appoints the Administrative Agent to enforce the Loan Documents and to exercise such powers, rights and remedies under this Agreement and the Loan Documents as are
delegated to Administrative Agent by the terms hereof or thereof, together with all such powers, rights and remedies as are reasonably incidental thereto, on behalf of and for the benefit of the
Lenders.

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(b)  The
provisions of thisArticle XIare solely for the benefit of the Administrative Agent and the other Lenders,
and neither Borrower nor TMC nor any of their respective Subsidiaries shall have any rights to rely on or enforce any of the provisions hereof (provided that the Borrower may rely on the authority
granted to the Administrative Agent by each Lender pursuant toSection 11.1and shall be entitled to enforceSections
11.7and11.8of this Agreement). In performing its respective functions and duties under this Agreement, the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency,
trustee or fiduciary with or for the Borrower or TMC or any of their respective Subsidiaries. The Administrative Agent may perform any of its duties hereunder, or under the Loan Documents, by or
through agents or employees.

11.2Nature of Duties.The Administrative Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement or in the Loan Documents. The duties of the Administrative Agent shall be mechanical and administrative in nature. The Administrative Agent shall not have by
reason of this Agreement a fiduciary, trustee or agency relationship in respect of any Holder. Nothing in this Agreement or any of the Loan Documents, expressed or implied, is intended to or shall be
construed to impose upon the Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. The Administrative Agent
hereby agrees that its duties shall include providing copies of documents received by the Administrative Agent from the Borrower pursuant to this Agreement which are reasonably requested by any Lender
and promptly notifying each Lender upon its obtaining actual knowledge of the occurrence of any Event of Default hereunder.

11.3Right to Request Instructions.The Administrative Agent may at any time request instructions from the
Lenders with respect to any actions or approvals which by the terms of any of the Loan Documents the Administrative Agent is permitted or required to take or to grant, and, except where an action or
approval is expressly required under thisArticle XIorSection 10.2hereof, such
Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under any of the Loan Documents until it shall have received (or, pursuant toSection 13.7(d), be deemed to
have received) such instructions from those Lenders from whom Administrative Agent is required to obtain such instructions for the pertinent matter in accordance with the Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent shall take any action, or refrain from taking any action, which is permitted by the terms of the Loan Documents upon receipt (or,
pursuant toSection 13.7(d), deemed receipt) of instructions from those Lenders from whom the Administrative Agent is required to obtain such
instructions for the pertinent matter in accordance with the Loan Documents;provided, that no Holder shall have any right of action whatsoever against
the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under the Loan Documents in accordance with the instructions (or deemed instructions) of the Requisite
Lenders or, where required by the express terms of this Agreement, a greater proportion of the Lenders.

11.4Reliance.The Administrative Agent shall be entitled to rely upon any written notices, statements,
certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to
all matters pertaining to this Agreement or any of the Loan Documents and its duties hereunder or thereunder, upon advice of legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it.

11.5Indemnification.To the extent that the Administrative Agent is not reimbursed and indemnified by the
Borrower, the Lenders will reimburse and indemnify the Administrative Agent in its capacity as Administrative Agent and not in its capacity as Lender hereunder, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs,

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expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it in any way relating to or arising out of the Loan Documents or any action taken
or omitted by such Administrative Agent under the Loan Documents, in proportion to each Lender's Pro Rata Share;provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements resulting from Administrative Agent's gross
negligence of willful misconduct. The Administrative Agent agrees to refund to the Lenders any of the foregoing amounts paid to it by the Lenders which amounts are subsequently recovered by the
Administrative Agent from the Borrower or any other Person on behalf of the Borrower. The obligations of the Lenders under thisSection 11.5shall survive the payment in full of the Loans and all other Obligations and the termination of this Agreement.

11.6Administrative Agent Individually.With respect to its Pro Rata Share of the Revolving Credit Commitments
hereunder, if any, and the Loans made by it or Letters of Credit issued by it, if any, the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the
same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms "Lenders" or "Requisite Lenders" or any similar terms shall, unless the context clearly otherwise
indicates, include Fleet in its individual capacity as a Lender or as one of the Requisite Lenders. Fleet and each of its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of banking, trust or other business with the Borrower, TMC or any of their respective Subsidiaries as if Fleet were not acting as the Administrative Agent pursuant hereto.

11.7Successor Administrative Agent.



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11.8Relations Among the Lenders.Each Lender agrees that it will not take any legal action, nor institute
any
actions or proceedings, against the Borrower or any other obligor hereunder with respect to any of the Obligations, without the prior written consent of all of the Lenders. Without limiting the
generality of the foregoing, no Lender may accelerate or otherwise enforce its portion of the Obligations, or unilaterally terminate its Revolving Credit Commitment, except in accordance with Section 10.2(a).

11.9Notices.Promptly upon receipt, Administrative Agent shall forward to each Lender (i) a copy of all
notices of default or other formal notices sent or received by Administrative Agent in accordance withSection 13.8hereof, (ii) copies of
all financial statements, certificates and other information sent by Borrower pursuant toArticle VII, and (iii) any other document or
notice received by Administrative Agent from Borrower or TMC pursuant to this Agreement and requested in writing by any Lender.

11.10No Representations.The Administrative Agent shall not be responsible for the execution, validity or
enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value
of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or
representations made herein or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower or TMC or any of their respective
Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any other of the Loan Documents. The
Administrative Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower or TMC or any holder of any of the Notes shall have been duly
authorized or is true, accurate and complete. The Administrative Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the
Lenders, with respect to the creditworthiness or financial condition of the Borrower, TMC or any of their respective Subsidiaries, or the value of any assets of such Persons. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, based upon such
information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents.

11.11Co-Agents.The Co-Documentation Agents, the Syndication Agent and Lead Arranger
shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Lender.

ARTICLE XII

YIELD PROTECTION

12.1Taxes.



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Each
Lender agrees to deliver to the Borrower and the Administrative Agent further duly completed copies of the above-mentioned IRS forms on or before the earlier of (x) the date that any such
form expires or becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from withholding from United States federal income tax and (y) fifteen
(15) days after the occurrence of any event requiring a change in the most recent form previously delivered by such Lender to the Borrower and Administrative Agent, unless any change in treaty,
law, regulation, or official interpretation thereof which would render such form inapplicable or which would prevent the Lender from duly completing and delivering such form has occurred prior to the
date on which any such delivery would otherwise be required and the Lender promptly advises the Borrower that it is not capable of receiving payments hereunder and under the Notes without any
deduction or withholding of United States federal income tax.

12.2Increased Capital.If after the date hereof any Lender determines that (i) the adoption or
implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control over any Lender or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or
would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (ii) the amount of such capital is increased by or based
upon the making or maintenance by any Lender of its Loans, the issuance of Letters of Credit, any Lender's participation in or obligation to participate in the Loans, Letters of Credit or other
advances made hereunder or the existence of any Lender's obligation to make Loans or to issue Letters of Credit, then, in any such case, within thirty (30) days after written demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation therefore. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary
of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the event of any such demand, at the Borrower's
sole election, the Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans at par pursuant to the terms of an Assignment
and Acceptance substantially in the form attached asExhibit A.

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12.3Change in Legal Restrictions.If after the date hereof any Lender determines that the adoption or
implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which:



and
the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Revolving Credit Commitment or to reduce any amount receivable
thereunder; then, in any such case, within thirty (30) days after written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender, from time to time as specified by such Lender, such amount or amounts as may be necessary to compensate such Lender or its LIBOR Affiliate for any
such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such
demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in the event of any such demand, at the Borrower's sole election, the
Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans at par pursuant to the terms of an Assignment and Acceptance
substantially in the form attached asExhibit A.

ARTICLE XIII

MISCELLANEOUS

13.1Assignments.



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13.2Expenses.



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13.3Indemnity.The Borrower further agrees (a) to defend, protect, indemnify, and hold harmless the
Administrative Agent and each and all of the other Lenders and each of their respective officers, directors, employees, attorneys and agents (including, without limitation, those retained in
connection with the satisfaction or attempted satisfaction of any of the conditions set forth inArticle V) (collectively, the
"Indemnitees") from and against any and all liabilities, obligations, losses (other than loss of profits), damages, penalties, actions, judgments,
suits, claims, costs, reasonable expenses and disbursements of any kind or nature whatsoever (excluding any taxes and including, without limitation, the reasonable fees and disbursements of counsel
for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or
asserted against such Indemnitees in any manner relating
to or arising out of this Agreement or the other Loan Documents, or any act, event or transaction related or attendant thereto, the making of the Loans or the issuance of Letters of Credit hereunder,
the management of such Loans, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents (collectively,
the "Indemnified Matters");provided,however, the
Borrower shall have no obligation to an Indemnitee thereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee, as
determined by a court of competent jurisdiction in a non-appealable final judgment; and (b) not to assert any claim against any of the Indemnitees, on any theory of liability, for
consequential or punitive damages arising out of, or in any way in connection with, the Revolving Credit Commitments, the Revolving Credit Obligations, or the other matters governed by this Agreement
and the other Loan Documents except with respect to the willful and intentional misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable
law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

13.4Change in Accounting Principles.If any change in the accounting principles used in the preparation of the
most recent financial statements referred to inSection 7.1or7.2are hereafter required or
permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or
agencies with similar functions) and are adopted by the Borrower or TMC with the agreement of its independent certified public accountants and such changes result in a change in the method of
calculation of any of the covenants, standards or terms found inArticle IX, the parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating compliance with such covenants, standards and terms by the Borrower and TMC shall
be the same after such changes as if such changes had not been made;provided,however, that no change
in GAAP that would affect the method of calculation of any of the covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory
to the Administrative Agent and the Borrower, to so reflect such change in accounting principles.

13.5Setoff.In addition to any rights now or hereafter granted under applicable law, upon the occurrence and
during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly
waived) to set off and to appropriate and to apply any and all deposits (general or

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special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held
or owing by such Lender to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due to such Lender, including, but not limited to, all Loans
and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or
(ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be
due and payable as permitted byArticle Xand even though such obligations may be contingent or unmatured. Each Lender agrees that it shall not,
without the express consent of the Requisite Lenders, and that it shall, to the extent it is
lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower now or hereafter maintained with such Lender.

13.6Ratable Sharing.The Lenders agree among themselves that (i) with respect to all amounts received by
them which are applicable to the payment of the Obligations equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata
Shares, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross-action or by the enforcement of any or all of the Obligations,
(ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, setoff, banker's lien or otherwise, receive payment of a proportion of the aggregate amount of
the Obligations held by it, which is greater than the amount which such Lender is entitled to receive hereunder, the Lender receiving such excess payment shall purchase, without recourse or warranty,
an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such Obligations owed to the others so that all such recoveries with
respect to such Obligations shall be applied ratably in accordance with their Pro Rata Shares;provided, however, that if all or part of such excess
payment received by the purchasing party is thereafter recovered from it, those purchases shall be rescinded
and the purchase prices paid for such participations shall be returned to such party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party
is required to pay interest in connection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 13.6may, to the fullest
extent permitted by law, exercise all its rights of payment (including, subject to Section 13.5, the right of setoff) with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the
amount of such participation.

13.7Amendments and Waivers.



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13.8Notices.Unless otherwise specifically provided herein, any notice or other communication herein required
or permitted to be given shall be in writing and may be personally served, sent by facsimile transmission or by courier service or United States certified mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a facsimile transmission, or three (3) Business Days after deposit in the United States mail with postage prepaid and properly
addressed. Notices to the Administrative Agent pursuant toArticles II,IIIor XIshall not be effective
until received by the Administrative Agent. For the purposes hereof, the addresses of the parties hereto (until notice of a
change thereof is delivered as provided in thisSection 13.8) shall be as set forth below each party's name on the signature pages hereof or the
signature page of any applicable Assignment and Acceptance, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties to this
Agreement.

13.9Survival of Warranties and Agreements.All representations and warranties made herein and all obligations
of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the
Loans and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event. Notwithstanding the foregoing, however, such representations,
warranties and obligations shall terminate and be of no further force and effect two years after payment in full of the Loans.

13.10Failure or Indulgence Not Waiver; Remedies Cumulative.Subject to the terms of Section 13.7(d)of this Agreement, no
failure or delay on the part of the Administrative Agent or any other Lender in the exercise of any power,
right or privilege under any of the Loan Documents shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and remedies existing under the Loan Documents are cumulative to and not exclusive of any rights or remedies otherwise available.

13.11Marshaling; Payments Set Aside.None of the Administrative Agent or any other Lender shall be under any
obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to
the Administrative Agent or any other Lender or any such person exercises its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied, and all right and remedies therefor shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

13.12Severability.In case any provision in or obligation under this Agreement or the other Loan Documents
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

13.13Headings.Section headings in this Agreement are included herein for convenience of reference only and
shall not constitute a part of this Agreement or be given any substantive effect.

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13.14Governing Law.THIS AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

13.15Limitation of Liability.No claim may be made by any Lender, the Administrative Agent, or any other Person
against any Lender (acting in any capacity hereunder) or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any consequential or punitive damages in respect of any
claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection
therewith, except with respect to the willful and intentional misconduct of such Lender; and each Lender and the Administrative Agent hereby waives, releases and agrees not to sue upon any such claim
for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. In addition, no claim may be made by any Lender, the Administrative Agent, or any other Person
against any directors, officers or trustees of the Borrower or TMC or their respective Subsidiaries.

13.16Successors and Assigns.This Agreement and the other Loan Documents shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, Borrower may not
assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Lenders.

13.17Certain Consents and Waivers.



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13.18Counterparts; Effectiveness; Inconsistencies.This Agreement and any amendments, waivers, consents, or
supplements hereto may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument. This Agreement shall become effective against the Borrower and each Lender on the Closing Date. This Agreement and each of the other Loan Documents shall be construed to the extent
reasonable to be consistent one with the other, but to the extent that the terms and conditions of this Agreement are actually inconsistent with the terms and conditions of any other Loan Document,
this Agreement shall govern. In the event the Lenders enter into any co-lender agreement with the Administrative Agent pertaining to the Lenders' respective rights with respect to voting
on any matter referenced in this Agreement or the other Loan Documents on which the Lenders have a right to vote under the terms of this Agreement or the other Loan Documents, such
co-lender agreement shall be construed to the extent reasonable to be consistent with this Agreement and the other Loan Documents, but to the extent that the terms and conditions of such
co-lender agreement are actually inconsistent with the terms and conditions of this Agreement and/or the other Loan Documents, such co-lender agreement shall govern.
Notwithstanding the foregoing, any rights reserved to the Administrative Agent under this Agreement and the other Loan Documents shall not be varied or in any way affected by such
co-lender agreement and the rights and obligations of the Borrower under the Loan Documents will not be varied.

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13.19Limitation on Agreements.All agreements between the Borrower, the Administrative Agent and each Lender
in
the Loan Documents are hereby expressly limited so that in no event shall any of the Loans or other amounts payable by the Borrower under any of the Loan Documents be directly or indirectly secured
(within the meaning of Regulation U) by Margin Stock.

13.20Confidentiality.Subject to Section 13.1(q), the Lenders shall hold all nonpublic information
obtained pursuant to the requirements of this Agreement, and identified as such by the Borrower, in accordance with such Lender's customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices (provided that such Lender may share such information with its Affiliates, officers, directors, employees, accountants, attorneys and
other advisors in accordance with such Lender's customary procedures for handling confidential information of this nature and provided further that such Person shall hold such information
confidential) and in any event the Lenders may make disclosure reasonably required by a bona fide offeree, transferee or participant in connection with the contemplated transfer or as required or
requested by any Governmental Authority or representative thereof or pursuant to legal process and shall require any such offeree or transferee to agree (and require any of its offerees, transferees
or participants to agree) to comply with thisSection 13.20. In no event shall any Lender be obligated or required to return any materials
furnished by the Borrower;provided, however, each offeree shall be required to agree that if it does not become a transferee it shall return all
materials furnished to it by the Borrower or any Lender in connection with this Agreement. ThisSection 13.20and any and all confidentiality
agreements entered into between any Lender and the Borrower shall survive the execution of this Agreement. Nonpublic information shall not include any information which is or subsequently becomes
publicly available other than as a result of a disclosure of such information by such Lender, or prior to the delivery to such Lender is within the possession of such Lender if such information is not
known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to Borrower, or is disclosed with the prior approval of Borrower. Nothing herein shall
prohibit the disclosure of nonpublic information to the extent necessary to enforce the Loan Documents.

13.21Disclaimers.The Administrative Agent and the other Lenders shall not be liable to any contractor,
subcontractor, supplier, laborer, architect, engineer, tenant or other party for services performed or materials supplied in connection with any work performed on the Real Properties, including any TI
Work. The Administrative Agent and the other Lenders shall not be liable for any debts or claims accruing in favor of any such parties against the Borrower or others or against any of the Real
Properties. Borrower is not nor shall be an agent of any of the Administrative Agent or the other Lenders for any purposes and none of the Lenders nor the Administrative Agent shall be deemed partners
or joint venturers with the Borrower or any of its Affiliates as a result of the consummation of the transaction contemplated by this Agreement. None of the Administrative Agent or the other Lenders
shall be deemed to be in privity of contract with any contractor or provider of services to any Real Property, nor shall any payment of funds directly to a contractor or subcontractor or provider of
services be deemed to create any third-party beneficiary status or recognition of same by any of the
Administrative Agent or the other Lenders, and the Borrower agrees to hold the Administrative Agent and the other Lenders harmless from any of the damages and expenses resulting from such a
construction of the relationship of the parties or any assertion thereof solely to the extent, if any, that the Borrower has requested that the Administrative Agent or any other Lender deal directly
with or make any payments directly to such a contractor or provider of services.

13.22Entire Agreement.This Agreement, taken together with all of the other Loan Documents, embodies the entire
agreement and understanding among the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.

13.23Replacement Notes.Upon receipt of evidence reasonably satisfactory to Borrower of the loss, theft,
destruction or mutilation of any Note, and in the case of any such loss, theft or destruction,

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

IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written.

|THE BORROWER: |  | THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|              |  | By:                                                                                                                                               
|              |  |                                                                                                                                                   
|              |  |                                                                                                                                                   
|              |  |                                                                                                                                                   
|              |  | Notice Address:
The Mills Limited Partnership
1300 Wilson Boulevard, Suite 400
Arlington, VA 22209
Attn: Thomas E. Frost
Facsimile: (703) 526-5198

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|TMC (for purposes of its agreements
contained herein): |  | THE MILLS CORPORATION, a Delaware corporation                                                                                                     
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|                                                       |  | By:                                                                                                                                               
|                                                       |  |                                                                                                                                                   
|                                                       |  |                                                                                                                                                   
|                                                       |  | Notice Address:
The Mills Limited Partnership
1300 Wilson Boulevard, Suite 400
Arlington, VA 22209
Attn: Thomas E. Frost
Facsimile: (703) 526-5198

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|ADMINISTRATIVE AGENT AND LENDER: |  | FLEET NATIONAL BANK                                                                                                                                                                                 
|-------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |  | By                                                                                                                                                                                                  
|                                 |  |                                                                                                                                                                                                     
|                                 |  |                                                                                                                                                                                                     
|                                 |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
100 Federal Street, 9th Floor
Mail Stop MA DE 10009A
Boston, Massachusetts 02110
Attn: Margaret A. Mulcahy
Facsimile: 617/434-6355

Pro Rata Share: 15.8571428571%
Revolving Credit Commitment: $27,750,000

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|LENDER:                                                                 |  | COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES                                                                                                                                                   
|----------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | By                                                                                                                                                                                                  
|                                                                        |  |                                                                                                                                                                                                     
|                                                                        |  |                                                                                                                                                                                                     
|                                                                        |  | By                                                                                                                                                                                                  
|                                                                        |  |                                                                                                                                                                                                     
|                                                                        |  |                                                                                                                                                                                                     
|                                                                        |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
Commerzbank AG
2 World Financial Center
New York, NY 10281
Attn: Christian Berry, Assistant Vice President
Facsimile: 212/400-5773
|Pro Rata Share: 15.8571428571%
Revolving Credit Commitment: $27,750,000 |  |                                                                                                                                                                                                     

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|LENDER:                                                                 |  | JP MORGAN CHASE BANK                                                                                                                                   
|----------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | By                                                                                                                                                     
|                                                                        |  |                                                                                                                                                        
|                                                                        |  |                                                                                                                                                        
|                                                                        |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
270 Park Avenue, 31st Floor
New York, NY 10017
Attn: John Mix
Facsimile: 212/270-3513
|Pro Rata Share: 12.0000000000%
Revolving Credit Commitment: $21,000,000 |  |                                                                                                                                                        

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|LENDER:                                                                 |  | DRESDNER BANK, AG, NEW YORK BRANCH                                                                                                                                                               
|----------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | By                                                                                                                                                                                               
|                                                                        |  |                                                                                                                                                                                                  
|                                                                        |  |                                                                                                                                                                                                  
|                                                                        |  | By                                                                                                                                                                                               
|                                                                        |  |                                                                                                                                                                                                  
|                                                                        |  |                                                                                                                                                                                                  
|                                                                        |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
75 Wall Street
Credit Admin., 33rd Floor
New York, NY 10005
Attn: Joyanna Dennis, Account Administrator
Facsimile: 212/429-2130
|Pro Rata Share: 14.2857142857%
Revolving Credit Commitment: $25,000,000 |  |                                                                                                                                                                                                  

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|LENDER:                                                                 |  | BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH                                                                                             
|----------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | By                                                                                                                                              
|                                                                        |  |                                                                                                                                                 
|                                                                        |  |                                                                                                                                                 
|                                                                        |  |                                                                                                                                                 
|                                                                        |  | By                                                                                                                                              
|                                                                        |  |                                                                                                                                                 
|                                                                        |  |                                                                                                                                                 
|                                                                        |  |                                                                                                                                                 
|                                                                        |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
622 3rd Avenue
New York, NY 100171
Attn: Larry Bisbano
Facsimile: 212/672-5527
|Pro Rata Share: 10.5714285714%
Revolving Credit Commitment: $18,500,000 |  |                                                                                                                                                 

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|LENDER:                                            |  | MORGAN STANLEY SENIOR FUNDING, INC.                                                                                                                                                                   
|-------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                   |  | By                                                                                                                                                                                                    
|                                                   |  |                                                                                                                                                                                                       
|                                                   |  |                                                                                                                                                                                                       
|                                                   |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
Morgan Stanley Senior Funding, Inc.
1585 Broadway, 10th Floor
New York, NY 10036
Attn: Jaap L. Tonckens
Facsimile: Fax: 212/761 0322
|Pro Rata Share: 0%
Revolving Credit Commitment: $0 |  |                                                                                                                                                                                                       

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|LENDER:                                                                 |  | PB CAPITAL CORPORATION                                                                                                                               
|----------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | By                                                                                                                                                   
|                                                                        |  |                                                                                                                                                      
|                                                                        |  |                                                                                                                                                      
|                                                                        |  | By                                                                                                                                                   
|                                                                        |  |                                                                                                                                                      
|                                                                        |  |                                                                                                                                                      
|                                                                        |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
590 Madison Avenue
New York, NY 10022
Attn: Michael Shields
Facsimile: 212/756-5536
|Pro Rata Share: 14.2857142857%
Revolving Credit Commitment: $25,000,000 |  |                                                                                                                                                      

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|LENDER:                                                                |  | SOVEREIGN BANK                                                                                                                                                    
|---------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                       |  | By                                                                                                                                                                
|                                                                       |  |                                                                                                                                                                   
|                                                                       |  |                                                                                                                                                                   
|                                                                       |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
75 State Street
MA 1 SST 04 11
Boston, MA 02109
Attn: T. Gregory Donohue
Facsimile: 617/757-5653
|Pro Rata Share: 8.5714285714%
Revolving Credit Commitment: $15,000,000 |  |                                                                                                                                                                   

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|LENDER:                                                                |  | BRANCH BANKING AND TRUST CO.                                                                                                                                                       
|---------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                       |  | By                                                                                                                                                                                 
|                                                                       |  |                                                                                                                                                                                    
|                                                                       |  |                                                                                                                                                                                    
|                                                                       |  | Notice Address, Domestic Lending Office
and LIBOR Lending Office:
1909 K Street, N.W., Second Floor
Washington, D.C. 20006-1152
Attn: Ronald P. Gudbrandsen
Facsimile: 202/835-9287
|Pro Rata Share: 8.5714285714%
Revolving Credit Commitment: $15,000,000 |  |                                                                                                                                                                                    

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