Q1 2004 Exhibit 10.2





                                                           Exhibit 10.2



THIRD AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as
of April 30, 2004 (this "Agreement"), is among ESSEX PORTFOLIO,
L.P., a California limited partnership ("Borrower"), the
several financial institutions from time to time party to this Agreement
(collectively, the "Lenders" and individually, a
"Lender"), and BANK OF AMERICA, N.A., as administrative agent
for the Lenders (in such capacity, "Administrative Agent") and
as Swing Line Lender and L/C Issuer, UNION BANK OF CALIFORNIA, N.A., as
co-syndication agent, BANK ONE, NA, as co-syndication agent, KEYBANK NATIONAL
ASSOCIATION, as managing agent, and PNC BANK, NATIONAL ASSOCIATION, as managing
agent.

Factual Background

A.Certain of the Lenders have previously made available to Borrower
an unsecured revolving line of credit in the maximum principal amount of
$165,000,000, as increased to $185,000,000 (the "Credit Line")
on the terms and subject to the conditions set forth in that certain Second
Amended and Restated Revolving Loan Agreement dated as of May 15, 2002, as
amended by the First Modification Agreement to Second Amended and Restated
Revolving Credit agreement, dated as of December 16, 2002, and the Second
Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of
September 24, 2003, among Borrower, the financial institutions party
thereto and Bank of America, N.A., as administrative agent for the lenders (the
"Existing Agreement").

B.Essex Property Trust, Inc., a Maryland corporation and Borrower's
general partner, has guaranteed Borrower's obligations under the Existing
Agreement.

C.Borrower has requested that the Lenders and Administrative Agent modify
the Existing Agreement to, among other things, extend the term.  The Lenders and
Administrative Agent are willing to modify the Credit Line on the terms and
subject to the conditions set forth in this Agreement, which amends and restates
the Existing Agreement in full, with the pro rata shares of the Lenders adjusted
as set forth in Schedule 1.1 hereof.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:

	DEFINITIONS.


	Defined Terms.  In addition to the terms
defined elsewhere in this Agreement, the following terms have the following
meanings:

"Acquisition down-REIT" shall have the meaning set forth in
Section 6.5.2(1).

"Act" shall have the meaning set forth in Section
11.19.

"Administrative Agent" means BankAmerica, in its capacity as
administrative agent for the Lenders hereunder and under the other Loan
Documents, and any successor administrative agent designated under
Section 10.10.

"Administrative Agent's Office" means Administrative Agent's
address and, as appropriate, account as set forth on Schedule 1.2, or
such other address or account as Administrative Agent may from time to time
notify Borrower and the Lenders in writing. 

"Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by Administrative Agent.

"Affiliate" means, with respect to a specified Person, any
other Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the specified
Person.  "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  "Controlling" and
"Controlled" have meanings correlative thereto.

"Agent-Related Persons" means BankAmerica and any successor
administrative agent hereunder, together with their respective Affiliates
(including, in the case of BankAmerica in its capacity as Administrative Agent)
and the officers, directors, employees, and agents of such Persons.

"Agent's Payment Office" means the address for payments set
forth herein for Administrative Agent, as specified in Schedule 1.2,
or such other address as Administrative Agent may from time to time specify by
the delivery of a written notice.

"Agreement" means this Third Amended and Restated Revolving
Credit Agreement, as supplemented, modified, amended or amended and restated
from time to time.

"Applicable LIBOR Margin" means the Applicable Margin for
LIBOR Loans.

"Applicable Margin" means the Applicable LIBOR Margin or the
Applicable Reference Rate Margin determined from the following pricing grid
based on the current published or private pro forma ratings of Guarantor's
senior unsecured long term debt by the Rating Agencies:


	
Guarantor's Senior Unsecured Long Term Debt
Rating
	
Applicable Libor Margin (bps)
	
Facility
Fee (bps Per Annum)
	
Applicable Reference Rate Margin (bps)

	
BBB+/Baa1 or better
	
70
	
15
	
0

	
BBB/Baa2
	
85
	
15
	
0

	
BBB-/Baa3
	
100
	
20
	
0

	
Less than BBB-/Baa3
	
120
	
30
	
25





Borrower shall provide to Administrative Agent annually, on or before
June 30, written evidence of the current rating on Guarantor's senior
unsecured long term debt by the Rating Agencies, which evidence shall be
reasonably acceptable to Administrative Agent.  In the event of a difference in
rating between the Rating Agencies, the Applicable Margin shall be based on the
lower rating.  Changes in the Applicable Margin shall become effective on the
first day following the date on which one or both of the Rating Agencies changes
the rating on Guarantor's senior unsecured long term debt.

"Applicable Reference Rate Margin" means the Applicable
Margin for Reference Rate Loans.

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

"Arranger" means Banc of America Securities LLC, in its
capacity as sole lead arranger and sole book manager.

"Assignment and Assumption" means an Assignment and
Assumption Agreement substantially in the form of Exhibit F.

"Availability" means, at any time, an amount equal to the
least of (a) fifty-five percent (55%) of the Unencumbered Asset Pool Value
at such time, or (b) the Maximum Commitment Amount at such time.

"BankAmerica" means Bank of America, N.A. and its
successors.

"Borrower" has the meaning set forth in the introductory
clause hereof.

"Borrower's Knowledge" means the actual knowledge of the
General Counsel, Chief Financial Officer or Vice President-Finance of the
general partner of Borrower; provided, however, that, if Administrative
Agent, L/C Issuer or any Lender sends a notice with regards to any matter
pursuant to the provisions of Section 11.2 hereof, Borrower shall be
deemed to have knowledge of the matters set forth in such notice as of the date
of receipt of such written notice.

"Borrowing" means any borrowing hereunder consisting of
Loans of the same Type made by the Lenders to Borrower on the same day under
Article 2 and, other than in the case of Reference Rate Loans,
having the same Interest Period, but does not include (a) a conversion of
Loans of one Type to another Type or (b) a continuation of a Loan as a Loan
of the same Type, but with a new Interest Period.

"Business Day" means any day other than a Saturday, Sunday
or other day on which commercial banks in New York, New York and the
state where Administrative Agent's Office is located, are authorized or required
by law to close and, if the applicable Business Day relates to any LIBOR Loan,
means such a day on which dealings are carried on in the applicable offshore
dollar interbank eurodollar market.

"Capital Adequacy Regulation" means any guideline or
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation regarding capital adequacy of any Lender or of any
corporation controlling a Lender.

"Capital Interest" means, with respect to any Joint Venture,
the ratio of (i) Borrower's contribution to the capital of such Joint
Venture to (ii) the aggregate amount of all contributions to the capital of
such Joint Venture.

"Capitalization Rate" means eight and one-quarter percent
(8.25%); provided, however, that the Required Lenders may during the term
of this Agreement and in their reasonable discretion, adjust the Capitalization
Rate up to eight and one-half percent (8.5%).

"Capital Reserve" means the greater of (a) $62.50 per
unit per quarter; and (b) the actual Non-Revenue Generating Capital Expenditures
per weighted average occupancy unit for all real properties owned by Guarantor
and its consolidated subsidiaries, excluding in both cases, however, units owned
by Acquisition down-REITs.  For the purposes of this definition, "Non-
Revenue Generating Capital Expenditures" shall mean improvements and
upgrades that extend the useful life of such real property, calculated in a
manner consistent with Guarantor's Form 10-K Annual Report for Guarantor's
fiscal year ending December 31, 2003.

"Cash Collateralize" has the meaning set forth in
Section 2.4.5.  Derivatives of such term have corresponding
meanings.  

"Certificate of Compliance" shall have the meaning set forth
in Section 6.22.

"Claims" shall have the meaning set forth in Section
11.4.

"Closing Date" means the earliest date on which all
conditions precedent set forth in Section 5.1 are satisfied or
waived by Administrative Agent.

"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder.

"Commitment" means, as to each Lender, its obligation to (a)
make Loans to Borrower pursuant to Section 2, (b) purchase participations
in L/C Obligations, and (c) purchase participations in Swing Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender's name on Schedule 1.1 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.

"Compliance Certificate" shall have the meaning set forth in
Section 4.1(b).

"Conversion" shall have the meaning set forth in Section
6.22.

"Credit Line" has the meaning given to it in
Recital A.

"Debt Service" means the sum of (x) the aggregate
interest payments, Letter of Credit Fee and other fees paid or payable in
respect of or relating to debt on a property, plus (y) the aggregate
principal installments paid and payable (but not balloon payments due at
maturity) in respect of or relating thereto.

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

"Defaulting Lender" means any Lender that (a) has failed to
fund any portion of the Loans (including Swing Loans) or participations in
Letters of Credit required to be funded by it hereunder within one Business Day
of the date required to be funded by it hereunder, (b) has otherwise failed to
pay over to Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within one Business Day of the date when due, unless
the subject of a good faith dispute, or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.

"Defaulting Lender Amount" has the meaning given to it in
Section 2.16.1.

"Defaulting Lender Notice" has the meaning given to it in
Section 2.16.1.

"Default Rate" means the per annum rate of interest that is
300 basis points in excess of the rate otherwise applicable.

"EBITDA" means, for any fiscal period of Guarantor and its
consolidated subsidiaries, (a) the sum for such period of
(i) consolidated net income, (ii) consolidated interest expense
(including capitalized interest expense); (iii) consolidated charges
against income for all federal, state and local taxes based on income,
(iv) consolidated depreciation expense, (v) consolidated amortization
expense, (vi) the aggregate amount of other non-cash charges and expenses,
and (vii) the aggregate amount of extraordinary losses included in the
determination of consolidated net income for such period, less
(b) the aggregate amount of extraordinary gains included in the
determination of consolidated net income for such period, and in each case
excluding all Non-Borrower Interests, all as determined in accordance with GAAP,
consistently applied.  For purposes of this definition, EBITDA includes
Borrower's pro rata shares of interest expense, federal, state and local taxes
based on income, depreciation expense and amortization expense for Joint
Ventures, based on its Capital Interests in such Joint Ventures. 

"Effective Date" shall have the meaning set forth in
Section 2.12.3(e).

"Electing Lender" has the meaning given to it in
Section 2.16.1.

"Election Notice" has the meaning given to it in
Section 2.16.1.

"Election Period" shall have the meaning set forth in
Section 2.16.1.

"Eligible Assignee" means (a) a Lender; (b) an
Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person
(other than a natural person) approved by (i) Administrative Agent in its
reasonable discretion, and (ii) unless an Event of Default has occurred and
is continuing, Borrower (each such approval not to be unreasonably withheld or
delayed); provided, however, that notwithstanding the foregoing,
"Eligible Assignee" shall not include Borrower or any of Borrower's
Affiliates or subsidiaries.  Approval by Administrative Agent or, if required,
by Borrower of any Person as an Eligible Assignee shall not constitute a waiver
of any right to approve any other Person before such other Person can become an
Eligible Assignee.

"EMC" means Essex Management Corporation, a California
corporation.

"Environmental Laws" means all federal, state, and local
laws, ordinances, rules, judgments, orders, decrees, permits, concessions,
grants, franchises, licenses, agreements, governmental restrictions and
regulations relating to pollution and the protection of the environment or the
release of any Hazardous Substances into the environment, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. §   9601 et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. §   1802, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. §   6901 et seq., the Toxic
Substance Control Act of 1976, as amended, 15 U.S.C. §   2601 et seq.,
the Clean Water Act, 33 U.S.C. §   466 et seq., as amended, and the
Clean Air Act, 42 U.S.C. §   7401 et seq.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or
not incorporated) under common control with Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or
any ERISA Affiliate.

"Event of Default" means any of the events or circumstances
specified in Section 8.1.

"Existing Agreement" has the meaning given to it in
Recital A.

"Existing Letters of Credit"
means the letters of credit listed on Schedule 1.3 hereto.

"Facility Fee" has the meaning given to it in Section
2.10.1.

"Federal Funds Rate" means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the immediately preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to BankAmerica on such day on such transactions as
determined by Administrative Agent.

"Fee Letter" has the meaning given to it in
Section 2.10.3.

"Fixed Charges" means, for any fiscal period of Guarantor
and its consolidated subsidiaries, the sum of the following items for such
period (including Borrower's share of each such item for each Joint Venture
based on its Capital Interest in such Joint Venture): (i) interest expense
(whether paid or accrued), (ii) capitalized interest expense,
(iii) preferred stock dividends, (iv) scheduled principal payments on
Indebtedness, other than balloon payments and (v) a reserve for recurring
capital expenditures in an amount equal to the Capital Reserve for such period.


"Fronting Fee" has the meaning set forth in Section
2.10.2.

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

"Funds From Operations" means, with respect to Guarantor and
its consolidated subsidiaries, net income calculated in conformity with the
National Association of Real Estate Investment Trusts in its April 2002 White
Paper on Funds From Operations. 

"GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants, and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the
date of determination, consistently applied.

"Governmental Authority" means any nation or government, any
state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining
to, government, and any entity owned or controlled, through capital ownership or
otherwise, by any of the foregoing.

"Gross Asset Value" means, at any time, the sum (without
duplication) of (i) an amount equal to EBITDA for Guarantor and its
consolidated subsidiaries for the most recent fiscal quarter for which
Administrative Agent has received financial statements (excluding any income
attributable to properties bought or sold during such fiscal quarter and any
income received during such fiscal quarter attributable to the Clarewood Office
Building located at 22110-22120 Clarendon Street, Woodland Hills, California,
and the office building located at 925 East Meadow Drive, Palo Alto,
California), multiplied by four (4) and divided by the Capitalization Rate
(expressed as a decimal); (ii) the amount of cash and marketable securities
held by Guarantor and its consolidated subsidiaries as of the end of such fiscal
quarter; (iii) the aggregate acquisition cost of properties acquired by
Guarantor or any of its consolidated subsidiaries during such fiscal quarter
(including Borrower's pro rata shares of any properties acquired by Joint
Ventures, based on its Capital Interests in such Joint Ventures); (iv) the
aggregate book value of all development in progress as of the end of such fiscal
quarter (including Borrower's pro rata share of development in progress held by
Joint Ventures, based on its Capital Interests in such Joint Ventures), as
reported on Guarantor's 10K and 10Q; (v) $4,500,000, if Borrower owns the
Clarewood Office Building located at 22110-22120 Clarendon Street, Woodland
Hills, California at such time; and (vi) $4,500,000, if Borrower owns the
office building located at 925 East Meadow Drive, Palo Alto, California at such
time.

"Guarantor" means Essex Property Trust, Inc., a Maryland
corporation operating as a real estate investment trust.

"Guaranty" means that certain Second Amended and Restated
Payment Guaranty of even date herewith, executed by Guarantor and substantially
in the form of Exhibit G-1 attached hereto.

"Guaranty Obligation" means, as applied to any Person, any
direct or indirect liability of that Person with respect to any Indebtedness,
lease, dividend, letter of credit or other obligation (the "primary
obligations") of another Person.  The amount of any Guaranty Obligation
shall be deemed equal to the stated or determinable amount of the primary
obligation in respect of which such Guaranty Obligation is made or, if not
stated or if indeterminable, the maximum reasonably anticipated liability in
respect thereof.

"Hazardous Substance" means any substance, material or
waste, including asbestos and petroleum (including crude oil or any fraction
thereof), polychlorinated biphenyls, radon gas, urea formaldehyde foam
insulation, explosive or radioactive material, or infectious or medical wastes,
which is or becomes designated, classified or regulated as "toxic,"
"hazardous," a "pollutant" or similar designation under, or
which is regulated pursuant to, any Environmental Law.

"Honor Date" shall have the meaning set forth in Section
2.4.1(a).

"Indebtedness" of any Person means, without duplication,
(a) all indebtedness for borrowed money; (b) all obligations issued,
undertaken or assumed as the deferred purchase price of property or services;
(c) all reimbursement obligations with respect to surety bonds, letters of
credit and similar instruments; (d) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses;
(e) all indebtedness created or arising under any conditional sale or other
title retention agreement, or incurred as financing, in either case with respect
to property acquired by the Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property); (f) all indebtedness referred to in
clauses (a) through (e) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness; and
(g) all Guaranty Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (e) above.

"Indemnified Liabilities" has the meaning given to it in
Section 11.4.

"Indemnified Person" has the meaning given to it in
Section 11.4.

"Insolvency Proceeding" means (a) any case, action or
proceeding before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,
winding-up or relief of debtors, or (b) any general assignment for the
benefit of creditors, composition, marshaling of assets for creditors or other
similar arrangement in respect of its creditors generally or any substantial
portion of its creditors; in each case (a) and (b) undertaken under U.S.
federal, state or foreign law, including the United States Bankruptcy Code
(11 U.S.C.  101 et seq.).

"Interest Payment Date" means (a) the first Business
Day of each month for interest due through the last day of the preceding month,
(b) the Maturity Date, and (c) the date of any prepayment of any Loan
made hereunder, as to the amount prepaid.

"Interest Period" means, with respect to any LIBOR Loan, the
period commencing on the Business Day the Loan is disbursed or continued or on
the conversion date on which the Loan is converted to a LIBOR Loan and ending on
the date that is one (1), two (2), three (3), six (6), nine (9) (subject to the
availability by all of the Lenders) or twelve (12) (subject to the availability
by all of the Lenders) months thereafter, as selected by Borrower in its Notice
of Borrowing or Conversion/Continuation; provided that:

(a)if any Interest Period pertaining to a LIBOR Loan would otherwise end
on a day that is not a Business Day, that Interest Period shall be extended to
the next succeeding Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding Business Day; and

(b)any Interest Period pertaining to a LIBOR Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period; and

(c)no Interest Period shall extend beyond the Maturity Date.

"ISP" means, with respect to any Letter of Credit, the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may
be in effect at the time of issuance).

"Joint Venture" means a Person in which Borrower has an
ownership interest that is less than one hundred percent (100%).

"Joint Venture Investments" means the aggregate amount of
Borrower's investments (valued in accordance with GAAP), advances and loans to
Joint Ventures unconsolidated under GAAP, excluding investments in such Joint
Ventures in which Borrower's Capital Interest is less than fifteen percent
(15%).

"L/C Advance" means, with respect to each Lender, such
Lender's funding of its participation in any L/C Borrowing in accordance with
its Pro Rata Share.

"L/C Borrowing" means an extension of credit resulting from
a drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Borrowing.

"L/C Issuer" means BankAmerica in its capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder. 

"L/C Obligations" means, as at any date of determination,
the aggregate undrawn amount of all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts.  For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but
any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be "outstanding"
in the amount so remaining available to be drawn.

"Lenders" means BankAmerica and the several additional
financial institutions from time to time a party to this Agreement.

"Lending Office" means, as to any Lender, the office
specified as its Lending Office on the signature pages hereto, or such other
office as such Lender may designate to Borrower and Administrative Agent in
writing from time to time.

"Letter of Credit" means a standby letter of credit issued
by BankAmerica for Borrower's account pursuant to Section 2.1, and
shall include the Existing Letters of Credit. 

"Letter of Credit Application" means an application and
agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the L/C Issuer.

"Letter of Credit Fee" has the meaning set forth in
Section 2.10.2. 

"Letter of Credit Sublimit" means, at any time, the lesser
of (a) $20,000,000 or (b) the difference between (i) the
Availability at such time and (ii) the aggregate Outstanding Amount
of all Loans and the Outstanding Amount of all L/C Obligations outstanding at
such time.

"LIBOR Base Rate" has the meaning set forth in the
definition of LIBOR Rate.

"LIBOR Borrowing" means a Borrowing consisting of LIBOR
Loans.

"LIBOR Loan" means a Loan that bears interest based on the
LIBOR Rate.

"LIBOR Rate" means, for any Interest Period with respect to
any LIBOR Loan, a rate per annum determined by Administrative Agent pursuant to
the following formula:

LIBOR Rate =LIBOR Base Rate

1.00 − LIBOR Reserve Percentage

Where,

"LIBOR Base Rate" means, for such Interest Period:

(a)the rate per annum equal to the rate determined by Administrative
Agent to be the offered rate that appears on the page of the Telerate screen (or
any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, or

(b)if the rate referenced in the preceding clause (a) does not
appear on such page or service or such page or service shall not be available,
the rate per annum equal to the rate determined by Administrative Agent to be
the offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, or

(c)if the rates referenced in the preceding clauses (a) and (b) are
not available, the rate per annum determined by Administrative Agent as the rate
of interest at which deposits in dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the LIBOR Loan
being made, continued or converted by BankAmerica and with a term equivalent to
such Interest Period would be offered by BankAmerica's London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 4:00 p.m. (London time) two Business Days prior to the first
day of such Interest Period.

"LIBOR Reserve Percentage" means, for any day during any
Interest Period, the reserve percentage (expressed as a decimal, carried out to
five decimal places) in effect on such day, whether or not applicable to any
Lender, under regulations issued from time to time by the FRB for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to LIBOR funding (currently referred
to as "LIBOR liabilities").  The LIBOR Rate for each outstanding LIBOR
Loan shall be adjusted automatically as of the effective date of any change in
the LIBOR Reserve Percentage.

"Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
(statutory or other) or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever (including those
created by, arising under or evidenced by any conditional sale or other title
retention agreement, the lessor's interest under a capital lease (determined in
accordance with GAAP), any financing lease having substantially the same
economic effect as any of the foregoing, or the filing of any financing
statement under the UCC or any comparable law naming the owner of the asset to
which such lien relates as debtor) and any contingent or other agreement to
provide any of the foregoing, but not including the interest of a lessor under
an operating lease (determined in accordance with GAAP).

"Loan" means an extension of credit by a Lender to Borrower
pursuant to Article 2, and may be a Reference Rate Loan, a LIBOR
Loan or, in the case of the Swing Line Lender, a Swing Loan.

"Loan Documents" means this Agreement, the Swing Line Note,
the Notes, the Guaranty, each Payment Guaranty and any other documents delivered
to Administrative Agent, on behalf of the Lenders, in connection therewith, in
each case as supplemented, modified, amended or amended and restated from time
to time.

"Maturity Date" means April 30, 2007, as the same may
be extended pursuant to Section 2.8.

"Maximum Commitment Amount" means, at any time, an amount
equal to $185,000,000, subject to increase pursuant to, and on the terms and
subject to the conditions set forth in, Section 2.12, and to
decrease pursuant to the provisions of Section 2.6.

"Multiemployer Plan" means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA, to which Borrower or any
ERISA Affiliate makes or is obligated to make contributions, or during the
preceding five plan years, has made or been obligated to make contributions.

"Net Operating Income" for a property means, for the
relevant period, the aggregate total cash revenues actually collected from the
normal operation of such property (excluding all security deposits until such
time as the tenant or other user making such deposit is no longer entitled to
return thereof), plus amounts payable to unrelated third parties on behalf of
the owner of the property, if actually paid, plus the proceeds of any rental or
business interruption insurance actually received by the owner of the property
with respect to such property, from which there shall be deducted all costs and
expenses paid or payable by the owner and relating to such property (other than
Debt Service which is paid and balloon payments), including (a) any charges
paid in connection with the use, ownership or operation of such property,
(b) any cost of repairs and maintenance, (c) any cost associated with
the management of such property, (d) any payroll cost and other expenses
for general administration and overhead paid in connection with the use,
ownership or operation of such property, (e) current real estate taxes,
(f) any sums paid or subject to payment in the nature of a rebate, refund
or other adjustment to revenue previously collected, (g) all assessment
bond indebtedness (whether principal or interest) in respect of such property
paid or payable for the interval in question, (h) all amounts paid to
unrelated third parties on behalf of the owner of the property, and (i) any
and all costs or expenses, of whatever nature or kind, incurred in connection
with the use, ownership or operation of the property; provided, however, that
such costs and expenses paid or payable by Borrower and relating to such
property shall not include tenant improvement costs, leasing commissions or the
costs and expenses of capital improvements and capital repairs, or depreciation,
amortization or other non-cash expenses.

"Nominated Property" has the meaning given to it in
Section 4.1(a).

"Non-Borrower Interests" means (a) the portion of
capital contributed to Borrower or any Joint Venture by a Person other than
Borrower or Guarantor; and (b) the portion of income of Borrower or any Joint
Venture that is allocated to a Person other than Borrower or Guarantor.

"Non-Recourse Indebtedness" means, with respect to any
Person, Indebtedness of that Person with respect to which recourse to such
Person for payment is contractually limited to specific assets encumbered by a
Lien securing such Indebtedness.  Notwithstanding the foregoing, Indebtedness of
any Person shall not fail to constitute Non-Recourse Indebtedness by reason of
the inclusion in any document evidencing, governing, securing or otherwise
relating to such Indebtedness to the effect that such Person shall be liable,
beyond the assets securing such Indebtedness, for (a) misapplied moneys,
including insurance and condemnation proceeds and security deposits,
(b) liabilities (including environmental liabilities) of the holders of
such Indebtedness and their affiliates to third parties, (c) breaches of
customary representations and warranties given to the holders of such
Indebtedness, (d) commission of waste with respect to any part of the
collateral securing such Indebtedness, (e) recovery of rents, profits or
other income attributable to the collateral securing such Indebtedness collected
following a default, (f) fraud, gross negligence or willful misconduct,
(g) breach of any covenants regarding compliance with ERISA, and (h) other
similar exceptions to the non-recourse nature of the Indebtedness imposed by an
institutional lender.

"Note(s)" means each promissory note of Borrower payable to
the order of a Lender, substantially in the form of Exhibit H-1
hereto, and any amendments, supplements, modifications, renewals, replacements,
consolidations or extensions thereof, evidencing the aggregate indebtedness of
Borrower to a Lender resulting from Loans made by such Lender pursuant to this
Agreement; "Notes" means, at any time, all of the Notes (other
than the Swing Line Note) executed by Borrower in favor of a Lender outstanding
at such time.

"Notice of Borrowing or Conversion/Continuation" means a
notice substantially in the form of Exhibit B given by Borrower to
Administrative Agent pursuant to Section 2.4 or
Section 2.5, as applicable, which shall include, in the case of a
request for a Letter of Credit, a Letter of Credit Application.

"O&M Plan" means an operations and maintenance plan
relating to any asbestos containing materials.

"Obligations" means all Loans, advances, debts, liabilities,
obligations and covenants owing from Borrower, Guarantor or any Permitted
Affiliate to any Lender, Administrative Agent or any Indemnified Person under
any Loan Document, whether absolute or contingent, due or to become due, now
existing or hereafter arising ,and including interest and fees that accrue after
the commencement by or against Borrower, Guarantor or any Permitted Affiliate of
any proceeding under any Insolvency Proceeding naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.

"Outstanding Amount" means (s) with respect to Loans
(including Swing Loans) on any date, (a) the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of Loans occurring on such date; and (b) with respect to any L/C
Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to the issuance, extension or increase of any Letter of Credit
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

"Participant" shall have the meaning set forth in Section
11.5(c).

"Payment Guaranty" means a guaranty by a Permitted Affiliate
of the Obligations of Borrower under this Agreement in favor of Administrative
Agent, as administrative agent for the Lenders, substantially in the form of
Exhibit G-2 hereto. 

"PBGC" means the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any entity
succeeding to any or all of its functions under ERISA.

"Pension Plan" means any "employee pension benefit
plan" (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.

"Permitted Affiliate" means each direct or indirect wholly-
owned subsidiary of Borrower or Guarantor that owns an Unencumbered Asset Pool
Property and is or becomes a party to a Payment Guaranty, including, on the
Closing Date, each entity that is listed on Schedule 1.4 hereto.
Upon removal of the Unencumbered Asset Pool Property owned by such subsidiary
from the Unencumbered Asset Pool pursuant to Section 4.1(b) or Section
4.1(c), and as long as such subsidiary no longer owns any Unencumbered Pool
Property included in the calculation of Availability, such subsidiary shall no
longer constitute a Permitted Affiliate hereunder.

"Permitted Liens" has the meaning given to it in
Section 4.1(a)(5).

"Person" means an individual, corporation, partnership,
joint venture, limited liability company, joint stock company, business trust,
unincorporated association or Governmental Authority.

"Plan" means any "employee benefit plan" (as such
term is defined in Section 3(3) of ERISA) established by Borrower or, with
respect to any such plan that is subject to Section 412 of the Code or Title IV
of ERISA, any ERISA Affiliate.

"Pro Rata Share" means, as to any Lender at any time, the
percentage equivalent (expressed as a decimal rounded to the ninth decimal
place) at such time of such Lender's share of the credit and the outstanding
Loans.  The initial Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 1.1 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.

"Rating Agencies" means, collectively,
(1) Standard & Poor's Rating Services, a division of The McGraw-
Hill Companies, Inc., and (2) either (i) Moody's Investors Service,
Inc., or (ii) Fitch, Inc.

"Reference Rate" means the fluctuating rate of interest
publicly announced from time to time by BankAmerica as its "prime
rate."  The Reference Rate is set by Administrative Agent based on various
factors, including BankAmerica's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing
loans.  BankAmerica may price loans at, above or below the Reference Rate.  Any
change in the Reference Rate shall take effect on the day specified in the
public announcement of such change.  In the event that BankAmerica no longer
announces a "prime rate", the Reference Rate will be a per annum rate
of interest equal to fifty (50) basis points above the Federal Funds Rate, with
changes in the Reference Rate from time to time taking effect on the same date
as corresponding changes in the Federal Funds Rate.

"Reference Rate Borrowing" means a Borrowing consisting of
Reference Rate Loans.

"Reference Rate Loan" means a Loan that bears interest based
on the Reference Rate.

"Register" shall have the meaning set forth in Section
11.5(b).

"Reportable Event" means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period
has been waived. 

"Responsible Officer" means any officer of the general
partner of Borrower having the authority to execute Loan Documents or Notices of
Borrowing or Conversion/Continuation on behalf of Borrower, as identified to
Administrative Agent in a certificate executed by the General Counsel, Chief
Financial Officer, Vice President-Finance or Secretary of Borrower's general
partner.

"Required Lenders" means at any time two (2) or more Lenders
then holding at least sixty-six and two-thirds percent (66.67%) of the then
aggregate unpaid principal amount of the Loans (not including any Swing Loan)
(or, if no principal amount is then outstanding, two (2) or more Lenders then
having at least sixty-six and two-thirds percent (66.67%) of the aggregate
amount of the Commitment); and provided, however, that the Commitment of, and
the portion of the Loans held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

"Requirements of Law" means, as to any Person, any law
(statutory or common), treaty, rule or regulation, or any determination of an
arbitrator or of a Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

"Requirements" shall have the meaning set forth in
Section 6.1.1.

"Secured Debt" means Indebtedness that is secured by a Lien
encumbering property owned or leased by the obligor. 

"Supplemental Signature Page" shall have the meaning set
forth in Section 2.12.3(c).

"Swing Line" has the meaning given to it in
Section 2.2.1.

"Swing Line Availability" means, at any time, the lesser of
(a) $25,000,000 or (b) the difference between (i) the Availability at
such time and (ii) the aggregate Outstanding Amount of all Loans and
the Outstanding Amount of all L/C Obligations outstanding at such time.

"Swing Line Lender" means BankAmerica, in its capacity as
the maker of Swing Loans under Section 2.2, or any successor or
replacement thereto under Sections 10.10 or 11.5(e).

"Swing Line Note" means the promissory note of Borrower
payable to the order of the Swing Line Lender, substantially in the form of
Exhibit H-2 attached hereto, to evidence the Swing Loans, and any
amendments, supplements, modifications, renewals, replacements, consolidations
or extensions thereof.

"Swing Loan" and "Swing Loans" have the
meanings given to them in Section 2.2.1.

"Tangible Net Worth" means at any time, the total
consolidated stockholders' equity of Guarantor and its consolidated subsidiaries
at such time, determined in accordance with GAAP, exclusive of Non-Borrower
Interests, excluding as assets (i) any loans to tenants for tenant
improvements and (ii) assets considered to be intangible under GAAP,
including, without limitation, goodwill.

"Total Liabilities" means, without duplication, (a) all
Indebtedness of Guarantor and its consolidated subsidiaries, including
subordinated debt, capitalized leases, purchase obligations (defined as
nonrefundable deposits and non-contingent obligations), L/C Obligations and
unfunded obligations of Guarantor, Borrower or any consolidated subsidiary
reported in accordance with GAAP, (b) Borrower's and Guarantor's pro rata
share of non-recourse liabilities of unconsolidated Joint Ventures, based on its
Capital Interests in such Joint Ventures; and (c) all liabilities of Affiliates
that are recourse to Borrower or Guarantor.  The term "Total
Liabilities" does not include (i) that portion of Borrower's
liabilities attributable to Non-Borrower Interests; and (ii) except as provided
in "(b)" above, the Non-Recourse Indebtedness of an Acquisition down-
REIT. 

"Type" means, in connection with a Loan, the
characterization of such loan as a Reference Rate Loan or a LIBOR Loan.

"UCC" means the Uniform Commercial Code as in effect in any
jurisdiction, as the same may be amended, modified or supplemented from time to
time.

"Unencumbered Asset Pool" means, at any time, all of the
Unencumbered Asset Pool Properties at such time.

"Unencumbered Asset Pool Property" means a real property
listed on Exhibit A and any additional real property that satisfies
all of the conditions set forth in Section 4.1(a), in each case so
long as either Borrower or a Permitted Affiliate holds fee simple title to such
real property.

"Unencumbered Asset Pool Value" means, at any time, an
amount equal to the sum of the Unencumbered Asset Value at such time for each
Unencumbered Asset Pool Property at such time.

"Unencumbered Asset Value" means, for an Unencumbered Asset
Pool Property at any time,

(a)if at such time Borrower or a Permitted Affiliate has owned such
Unencumbered Asset Pool Property for four (4) or more full consecutive calendar
quarters, an amount equal to (i) its Net Operating Income for the most
recent four (4) consecutive quarter period, less the Capital Reserve for
such period, divided by (ii) the Capitalization Rate
(expressed as a decimal);

(b)if at such time Borrower or a Permitted Affiliate has owned such
Unencumbered Asset Pool Property for one (1) full calendar quarter or more but
fewer than four (4) full consecutive calendar quarters, an amount equal to
(i) its annualized Net Operating Income for the number of the most recent
full consecutive quarters that Borrower has owned such property (e.g., Net
Operating Income for properties owned for two (2) full consecutive quarters is
annualized by multiplying by a factor of two (2)), less the Capital
Reserve for such period, divided by (ii) the Capitalization
Rate (expressed as a decimal); or

(c)if at such time Borrower or a Permitted Affiliate has owned such
Unencumbered Asset Pool Property for less than one (1) full calendar quarter, an
amount equal to its acquisition cost.

"Unfunded Pension Liability" means the excess of a Pension
Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current
value of that Pension Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.

"Unreimbursed Amount" has the meaning specified in
Section 2.4.1(a).

"Unsecured Debt" means, at any time, all Indebtedness of
Borrower, Guarantor and any wholly owned subsidiary of Borrower or Guarantor
that is not Secured Debt at the end of Guarantor's most recent fiscal quarter,
including, without limitation, Indebtedness arising under the Loan Documents.


Terms capitalized in this Agreement and not defined in this
Section 1 have the meanings given to them elsewhere in this
Agreement.

	Other Interpretive Provisions.


	Use of Defined Terms.  Unless otherwise
specified herein or therein, all terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant to this Agreement.  The meaning of defined terms shall be
equally applicable to the singular and plural forms of the defined
terms.
	Certain Common Terms.



	The Agreement.  The words "hereof," "herein,"
"hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and section, schedule and exhibit references are to this
Agreement unless otherwise specified.

	Documents.  The term "documents" includes any and all
instruments, documents, agreements, certificates, indentures, notices and other
writings, however evidenced.

	Including.  The term "including" is not limiting and means
"including without limitation."

	Performance.  Whenever any performance obligation hereunder
(including a payment obligation) is stated to be due or required to be satisfied
on a day other than a Business Day, such performance shall be made or satisfied
on the next succeeding Business Day.  In the computation of periods of time from
a specified date to a later specified date (other than with respect to
computation of interest owed or accrued under this Agreement), the word
"from" means "from and including" and the words
"to" and "until" each mean "to and including".  If
any provision of this Agreement refers to any action taken or to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
interpreted to encompass any and all reasonable means, direct or indirect, of
taking or not taking such action.

	Contracts.  Unless otherwise expressly provided in this Agreement,
references to agreements and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only to
the extent such amendments and other modifications are not prohibited by the
terms of any Loan Document.

	Laws.  References to any statute or regulation are to be construed as
including all statutory and regulatory provisions consolidating, amending or
replacing the statute or regulation.

	Captions.  The captions and headings of this Agreement are for
convenience of reference only, and shall not affect the construction of this
Agreement.

	Independence of Provisions.  If a conflict exists between the terms
of this Agreement and those of any other Loan Document, this Agreement shall
prevail; provided, however, that the parties acknowledge that this Agreement and
the other Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters, and that such limitations,
tests and measurements are cumulative and must each be performed, except as
expressly stated to the contrary in this Agreement, or unless the applicable
provisions are inconsistent or cannot be simultaneously enforced or
performed.

	Exhibits.  All of the exhibits attached to this Agreement are
incorporated herein by this reference.

	Times of Day.  Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).
	Accounting Principles.



	Accounting Terms.  Unless the context otherwise clearly requires, all
accounting terms not otherwise expressly defined herein shall be construed, and
all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

	Fiscal Periods.  References herein to "fiscal year" and
"fiscal quarter" refer to such fiscal periods of Guarantor and its
consolidated subsidiaries.
	LOAN AMOUNTS AND TERMS.


	Amount and Terms of Commitment.  


	Each Lender severally agrees, on the terms and subject to the conditions
hereinafter set forth,

(i)to make Loans to Borrower from time to time on any Business Day during
the period from the Closing Date to the Maturity Date to be used for the interim
financing of acquisitions, for general working capital, and for other purposes
permitted by Borrower's organizational documents other than the repurchase of
Guarantor's common stock, in an aggregate amount not to exceed such Lender's Pro
Rata Share of the Availability, and

(ii)to fund drawings on any Letters of Credit that the L/C Issuer issues
for Borrower's account from time to time, in an aggregate amount not to exceed
at any time outstanding such Lender's Pro Rata Share of the amount of such
drawing.  On the date that the L/C Issuer issues a Letter of Credit for
Borrower's account, each Lender shall be deemed to have unconditionally and
irrevocably purchased from the L/C Issuer a pro rata risk participation in the
stated amount of such Letter of Credit, without recourse or warranty, in an
amount equal to such Lender's Pro Rata Share of the stated amount of such Letter
of Credit.

	The L/C Issuer agrees to issue Letters of Credit in its standard form for
the account of Borrower or any subsidiary, Joint Venture or Permitted Affiliate
on any Business Day during the period from the Closing Date to the Maturity
Date, for any purpose for which Borrower can obtain Loans under this Agreement,
in an aggregate amount not to exceed the Letter of Credit Sublimit;
provided, however, that no Letter of Credit shall have an expiry date (or
shall have an "evergreen" or other extension provision that results in
a final expiry date) that is not later than thirty (30) days prior to the then-
applicable Maturity Date.  All Existing Letters of Credit shall be deemed to
have been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.
	Each Letter of Credit issued hereunder (including any supplement,
modification, amendment, renewal or extension thereof) will be issued pursuant
to the L/C Issuer's standard form of Letter of Credit Application, substantially
in the form attached hereto as Exhibit C, which will set forth the
agreement between the account party and the L/C Issuer regarding the Letter of
Credit and drawings thereunder.  Additionally, Borrower shall furnish to the L/C
Issuer and Administrative Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment as the L/C Issuer or
Administrative Agent may reasonably require.  In the event of any conflict
between the terms hereof and the terms of any Letter of Credit Application, the
terms hereof shall control. 
	Promptly after receipt of any Letter of Credit Application, the L/C Issuer
will confirm with Administrative Agent (by telephone or in writing) that
Administrative Agent has received a copy of such Letter of Credit Application
from Borrower or account party thereof and, if not, the L/C Issuer will provide
Administrative Agent with a copy thereof.  Unless the L/C Issuer has received
written notice from Administrative Agent or Borrower at least one Business Day
prior to the requested date of issuance or amendment of the applicable Letter of
Credit, that one or more applicable conditions contained in
Section 5.2 shall not then be satisfied, then, subject to the terms
and conditions hereof, the L/C Issuer shall, on the requested date, issue a
Letter of Credit for the account of Borrower (or the applicable subsidiary,
Joint Venture or Permitted Affiliate) or enter into the applicable amendment, as
the case may be, in each case in accordance with the L/C Issuer's usual and
customary business practices.  Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Bank's Pro Rata
Share times the amount of such Letter of Credit.  
	Notwithstanding the provisions of Section 2.4.1, any amount
drawn under a Letter of Credit shall, from and after the date on which such
drawing is made, constitute a Borrowing for all purposes under this Agreement
(including accrual and payment of interest and repayment of principal), other
than disbursement of Loan proceeds under Section 2.4, and shall be
subject to the provisions of Section 2.4.1.  Reimbursement of drawings
under any Letter of Credit issued for the account of Borrower's subsidiary,
Joint Venture or Permitted Affiliate shall be the responsibility of, and shall
create an obligation of, Borrower and any guarantor, including Guarantor and
each Permitted Affiliate.
	Notwithstanding any contrary provision of this Agreement, the Outstanding
Amount of all Loans plus the Outstanding Amount of all L/C Obligations shall not
at any time exceed the Availability.  Within the limits of the Availability, and
subject to the other terms and conditions hereof, Borrower may borrow under this
Section 2.1 prior to the Maturity Date, repay pursuant to
Section 2.7 and reborrow pursuant to this Section 2.1
prior to the Maturity Date.
	No Obligation to Issue Letters of Credit Under
Certain Circumstances.  The L/C Issuer shall not be under any obligation to
issue any Letter of Credit if: 

	any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing
such Letter of Credit, or any law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon the L/C Issuer with respect
to such Letter of Credit any restriction, reserve or capital requirement (for
which the L/C Issuer is not otherwise compensated hereunder) not in effect on
the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which the L/C
Issuer in good faith deems material to it;
	the issuance of such Letter of Credit would violate any laws or one or more
policies of the L/C Issuer; or
	a default of any Lender's obligations to fund under Section 2.16
exists or any Lender is at such time a Defaulting Lender hereunder, unless the
L/C Issuer has entered into satisfactory arrangements with Borrower or such
Lender to eliminate the L/C Issuer's risk with respect to such Lender including,
without limitation, the Borrower providing Cash Collateral in the amount of such
Defaulting Lender's Pro Rata Share of the requested Letter of Credit. 



Letters of Credit shall be issued only for drawing in United States dollars.
No Letters of Credit with automatic extension or reinstatement provisions shall
be permitted.

	Letter of Credit Amendments.  The L/C Issuer
shall not amend any Letter of Credit if the L/C Issuer would not be permitted at
such time to issue such Letter of Credit in its amended form under the terms
hereof.
	Applicability of ISP98.  Unless
otherwise expressly agreed by the L/C Issuer and Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter
of Credit), the rules of the ISP shall apply to each standby Letter of
Credit.
	Swing Line.

	Swing Loans.  Upon Borrower's request, and
subject to the terms and conditions of this Agreement, the Swing Line Lender
may, in its sole and absolute discretion, on and after the Closing Date and
prior to the Maturity Date, provide to Borrower a swing line credit facility
(the "Swing Line") of up to $25,000,000; provided that
the Swing Line Lender shall not in any event make any Loan under the Swing Line
(each a "Swing Loan" and collectively, the "Swing
Loans") if, after giving effect thereto, (a) the sum of the
Outstanding Amount of all Loans (including Swing Loans) plus the
Outstanding Amount of all L/C Obligations would exceed the Availability at such
time, or (b) the aggregate principal amount of all then-outstanding Swing
Loans made by the Swing Line Lender would exceed the Swing Line Availability at
such time.  Within the limits of the Swing Line Availability, Borrower may
borrow under this Section 2.2.1 at any time prior to the Maturity
Date, repay pursuant to Sections 2.2.3 or 2.2.4 and reborrow
pursuant to this Section 2.2.1 prior to the Maturity Date.
Notwithstanding any contrary provision of this Section 2.2, the
Swing Line Lender shall not at any time be obligated to make any Swing Loan.
Borrower shall not use the proceeds of any Swing Loan to refinance any
outstanding Swing Loan.
	Interest on Swing Loans.  Notwithstanding the
provisions of Sections 2.9.1 and 2.9.2, each Swing Loan
outstanding under the Swing Line shall accrue interest at a rate per annum equal
to the interest rate applicable to a Reference Rate Loan, which interest shall
be payable in arrears on each Interest Payment Date and on the due date for
Swing Loans set forth in Section 2.2.3, and shall be payable to
Administrative Agent for the account of the Swing Line Lender; provided
that, notwithstanding any other provision of this Agreement, each Swing Loan
shall bear interest for a minimum of one (1) day.
	Principal Payable on Swing Loans.
Notwithstanding the provisions of Section 2.7, the principal
outstanding under the Swing Line shall be due and payable:

(a)at or before 10:00 a.m., San Francisco time, on the third
Business Day immediately following any date on which a Swing Loan is made under
the Swing Line; and

(b)in any event on the Maturity Date;

provided that, if no Event of Default has occurred and remains
uncured, and Borrower is permitted to borrow under the terms of this Agreement
(the Availability being determined for such purpose without giving effect to any
reduction thereof occasioned by such Swing Loans due and payable) at the time
such Swing Loans are due, then unless Borrower notifies the Swing Line Lender
that it will repay such Swing Loans on their due date, Borrower shall be deemed
to have submitted a Notice of Borrowing or Conversion/Continuation for Reference
Rate Loans in an amount necessary to repay such Swing Loans on their due date,
and the provisions of Section 2.4 concerning (i) the minimum
principal amounts required for Borrowings and (ii) the funding of requested
Borrowings as Swing Loans shall not apply to Loans made pursuant to this
Section 2.2.3.

	Prepayments of Swing Loans.  Notwithstanding
the provisions of Section 2.7.1, Borrower may, from time to time on
any Business Day, make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Swing Loans, without incurring any premium
or penalty; provided that:

(a)each such voluntary prepayment shall require prior written notice
given to Administrative Agent and Swing Line Lender no later than
10:00 a.m.on the day on which Borrower intends to make a voluntary
prepayment, and

(b)each such voluntary prepayment shall be in a minimum amount of
$500,000 (or, if less, the aggregate outstanding principal amount of all Swing
Loans then outstanding).

	Funding of Participations.  Immediately upon
the making of a Swing Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Loan in an amount equal to the product of such
Lender's Pro Rata Share times the amount of such Swing Loan. The Swing
Line Lender shall be responsible for invoicing Borrower for interest on the
Swing Loans.  Until each Bank funds its Reference Rate Loan or risk
participation pursuant to this Section 2.2.5 to refinance such Bank's Pro
Rata Share of any Swing Loan, interest in respect of such Pro Rata Share shall
be solely for the account of the Swing Line Lender.  From and after the date
that any Lender funds such participation pursuant to this Section 2.2.5,
such Lender shall, to the extent of its Pro Rata Share, be entitled to receive a
ratable portion of any payment of principal and/or interest received by the
Swing Line Lender on account of such Swing Loans, payable to such Lender
promptly upon such receipt.  If any payment received by the Swing Line Lender in
respect of principal or interest on any Swing Loan is required to be returned by
the Swing Line Lender under any of the circumstances described in Section
11.9 (including pursuant to any settlement entered into by the Swing Line
Lender in its discretion), each Lender shall pay to the Swing Line Lender its
Pro Rata Share thereof on demand of Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Reference Rate.  Administrative Agent will make such demand
upon the request of the Swing Line Lender.  The foregoing procedures for
purchases of risk participations and the funding by Lenders of their
participations in Swing Loans hereunder shall not delay the funding of any Swing
Line Loan advanced to Borrower under Section 2.2.1 hereof.
	Refinancing of Swing Loans.

(a)The Swing Line Lender at any time in its sole and absolute
discretion may request, on behalf of Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender
make a Reference Rate Loan in an amount equal to such Lender's Pro Rata Share of
the amount of Swing Loans then outstanding.  Such request shall be made in
writing (which written request shall be deemed to be a Notice of Borrowing or
Conversion/Continuation issued under Section 2.4 for purposes
hereof) and in accordance with the requirements of Section 2.4, without
regard to the minimum and multiples specified therein for the principal amount
of Reference Rate Loans, but subject to the unutilized portion of the
Commitments and the conditions set forth in Section 5.2.  The Swing Line
Lender shall furnish Borrower with a copy of the applicable Notice of Borrowing
or Conversion/Continuation promptly after delivering such Notice of Borrowing or
Conversion/Continuation to Administrative Agent.  Each Lender shall make an
amount equal to its Pro Rata Share of the amount specified in such Notice of
Borrowing or Conversion/Continuation available to Administrative Agent in
immediately available funds for the account of the Swing Line Lender at
Administrative Agent's Office not later than 1:00 p.m. on the day specified in
such Notice of Borrowing or Conversion/Continuation.  Subject to
Section 2.2.6(b), each Lender that so makes funds available shall be
deemed to have made a Reference Rate Loan to Borrower in such amount.
Administrative Agent shall remit the funds so received to the Swing Line Lender.
Notwithstanding the foregoing, the issuance of a Notice of Borrowing or
Conversion/Continuation by the Swing Line Lender under this Section
2.2.6(a) shall not delay the funding of any Swing Line Loan advanced to
Borrower under Section 2.2.1 hereof.

(b)If for any reason any Swing Loan cannot be refinanced by a Borrowing
in accordance with Section 2.2.6(a), the request for Reference Rate Loans
submitted by the Swing Line Lender as set forth herein shall be deemed to be a
request by the Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Loan and each Lender's payment to
Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.2.6(a) shall be deemed payment in respect of such
participation.

(c)If any Lender fails to make available to Administrative Agent for the
account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.2.6 by the time
specified in Section 2.2.6(a), the Swing Line Lender shall be
entitled to recover from such Lender (acting through Administrative Agent), on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  A certificate of the Swing Line Lender submitted
to any Lender (through Administrative Agent) with respect to any amounts owing
under this Section 2.2.6(c) shall be conclusive absent manifest
error.

(d)Each Lender's obligation to make Loans or to purchase and fund risk
participations in Swing Loans pursuant to this Section 2.2.6 shall be
absolute and unconditional and shall not be affected by any circumstance,
including (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender, Borrower or any other
Person for any reason whatsoever, (ii) subject to Section 2.2.8, the
occurrence or continuance of a Default, or (iii) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided,
however, that each Lender's obligation to make Loans pursuant to this
Section 2.2.6 is subject to the conditions set forth in Section
5.2.  No such funding of risk participations shall relieve or otherwise
impair the obligation of Borrower to repay Swing Loans, together with interest
as provided herein.

	Termination of Swing Line.  At any time during
the continuance of an Event of Default, the Swing Line Lender may, without
Borrower's consent, upon one (1) Business Day's notice to Borrower, terminate
the Swing Line and cause Reference Rate Loans to be made by the Lenders in an
aggregate amount equal to the amount of principal and interest outstanding under
the Swing Line (the Availability being determined for such purpose without
giving effect to any reduction thereof occasioned by such Swing Loans), and the
conditions precedent set forth in Section 2.4 and
Section 5.2, and any requirement of Section 2.4 that a
Borrowing be funded as a Swing Loan shall not apply to such Loans.  The proceeds
of such Loans shall be paid to the Swing Line Lender to retire the outstanding
principal and interest owing under the Swing Line.
	No Swing Loans Upon Default.  The Swing Line
Lender shall not, without the approval of all Lenders, make a Swing Loan if the
Swing Line Lender then has actual knowledge that a Default has occurred and is
continuing.
	Loan Accounts; Notes.

	Loan Accounts.  The Loans made by each Lender
shall be evidenced by one or more loan accounts or records maintained by such
Lender and by Administrative Agent in the ordinary course of business.  The loan
accounts or records maintained by Administrative Agent and each Lender shall,
absent manifest error, be conclusive of the amounts of the Loans made by the
Lenders to Borrower and the interest and payments thereon.  Any failure so to
record or any error in doing so shall not, however, limit or otherwise affect
Borrower's obligations hereunder to pay any amount owing with respect to the
Loans.
	Notes.  The Loans made by each Lender shall be
evidenced by a Note payable to the order of such Lender in an amount equal to
such Lender's Pro Rata Share of the Maximum Commitment Amount on the Closing
Date.  In addition, the Swing Loans made by the Swing Line Lender may be
evidenced by a Note payable to the order of the Swing Line Lender in the maximum
amount of $25,000,000.  Each Lender may endorse on any schedule annexed to its
Note(s) the date, amount and maturity of each Loan that it makes (which shall
not include undrawn amounts on outstanding Letters of Credit, but shall include
the amounts of any drawings on outstanding Letters of Credit), and the amount of
each payment of principal that Borrower makes with respect thereto.  Borrower
irrevocably authorizes each Lender to endorse its Note(s), and such Lender's
record shall be conclusive absent manifest error; provided, however, that
any Lender's failure to make, or its error in making, a notation thereon with
respect to any Loan shall not limit or otherwise affect Borrower's obligations
to such Lender hereunder or under its Note(s).



	Procedure for Obtaining Credit.  Each
Borrowing shall be made and each Letter of Credit shall be issued upon the
irrevocable written notice (including notice via facsimile confirmed immediately
by a telephone call) of Borrower in the form of a Notice of Borrowing or
Conversion/Continuation and, with respect to a Letter of Credit request, a
Letter of Credit Application (which notice and, if applicable, Letter of Credit
Application, must be received by Administrative Agent prior to 10:00 a.m.,
San Francisco time, (i) three (3) Business Days prior to the requested
borrowing date, in the case of LIBOR Loans, or (ii) one (1) Business Day
prior to the requested borrowing date, in the case of Reference Rate Loans, or
(iii) on the requested borrowing date, in the case of Swing Loans, or
(iv) five (5) Business Days prior to the requested issuance date of a
Letter of Credit), specifying:


	the amount of the Borrowing or the Letter of Credit, which in the case of a
Borrowing shall be in an aggregate principal amount of not less than
(i) $100,000 (or the remaining Availability, if less) for Reference Rate
Borrowings or Swing Loans, and (ii) $1,000,000 and increments of $500,000
in excess thereof for any LIBOR Borrowings;
	the requested Borrowing or Letter of Credit issuance date, which shall be a
Business Day;
	in the case of a Borrowing, the Type of Loans comprising the Borrowing;
	in the case of a LIBOR Borrowing, the duration of the Interest Period
applicable to the Loans comprising such LIBOR Borrowing.  If the Notice of
Borrowing or Conversion/Continuation fails to specify the duration of the
Interest Period for the Loans comprising a LIBOR Borrowing, such Interest Period
shall be one (1) month.



Unless the Required Lenders otherwise agree, during the existence of a
Default or Event of Default, Borrower may not elect to have a Loan made as, or
converted into or continued as, a LIBOR Loan.  Notwithstanding the foregoing
provisions of this Section 2.4, any amount drawn under a Letter of
Credit shall, from and after the date on which such drawing is made, constitute
a Borrowing for all purposes under this Agreement (including accrual and payment
of interest and repayment of principal) other than disbursement of Loan proceeds
under this Section 2.4.

Unless Borrower's Notice of Borrowing or Conversion/Continuation expressly
requests a LIBOR Borrowing, a Reference Rate Borrowing in an amount in excess of
the Swing Line Availability or the issuance of a Letter of Credit, each
requested Borrowing shall initially be funded as a Swing Loan (unless the Swing
Line Lender declines to make a Swing Loan, in which case the requested Borrowing
shall be funded as a Reference Rate Borrowing in accordance with this
Section 2.4), and shall be subject to the provisions of
Section 2.2.   Unless the Required Lenders otherwise agree,
during the existence of a Default or Event of Default, Borrower may not elect to
have a Loan made as, or converted into or continued as, a LIBOR Loan.  After
giving effect to any Loan, there shall not be more than seven (7) different
Interest Periods in effect.

Borrower indemnifies and excuses Administrative Agent (including its
officers, employees and agents) from all liability, loss and costs in connection
with any act resulting from facsimile instructions that Administrative Agent
reasonably believes are made by any individual authorized by Borrower to give
such instructions, except to the extent such liability, loss or cost are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted directly from Administrative Agent's gross negligence
or willful misconduct.  This indemnity and excuse will survive the termination
of this Agreement.

	Letter of Credit Drawings and
Reimbursements; Funding of Participations.

	Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify Borrower and
Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any
payment by the L/C Issuer under a Letter of Credit (each such date, an
"Honor Date"), Borrower shall reimburse the L/C Issuer through
Administrative Agent in an amount equal to the amount of such drawing.  If
Borrower fails to so reimburse the L/C Issuer by such time, Administrative Agent
shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the "Unreimbursed Amount"), and the
amount of such Lender's Pro Rata Share thereof.  In such event, Borrower shall
be deemed to have requested a Borrowing of Reference Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard
to the minimum and multiples specified in Section 2.4 for the principal
amount of Reference Rate Loans, but subject to the amount of the unutilized
portion of the Commitments and the conditions set forth in Section 5.2
(other than the delivery of a Notice of Borrowing or Conversion/Continuation).
Any notice given by the L/C Issuer or Administrative Agent pursuant to this
Section 2.4.1(a) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.
	Each Lender shall upon any notice pursuant to Section 2.4.1(a)
make funds available to Administrative Agent for the account of the L/C Issuer,
at Administrative Agent's Office in an amount equal to its Pro Rata Share of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in
such notice by Administrative Agent, whereupon, subject to the provisions of
Section 2.4.1(c), each Lender that so makes funds available shall be
deemed to have made a Reference Rate Loan to Borrower in such amount.
Administrative Agent shall remit the funds so received to the L/C Issuer.
	With respect to any Unreimbursed Amount that is not fully refinanced by a
Borrowing of Reference Rate Loans because the conditions set forth in
Section 5.2 cannot be satisfied or for any other reason, Borrower
shall be deemed to have incurred from the L/C Issuer, an L/C Borrowing in the
amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear
interest at the rate set forth in Section 2.9.3.  In such event, each
Lender's payment to Administrative Agent for the account of the L/C Issuer
pursuant to Section 2.4.1(b) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from
such Lender in satisfaction of its participation obligation under this
Section 2.4.1.
	Until each Lender funds its Loan or L/C Advance pursuant to this Section
2.4.1 to reimburse the L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender's Pro Rata Share of such amount shall
be solely for the account of the L/C Issuer.
	Each Lender's obligation to make Loans or L/C Advances to reimburse the L/C
Issuer, for amounts drawn under Letters of Credit, as contemplated by this
Section 2.4.1, shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C
Issuer, Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default, or (iii) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided,
however, that each Lender's obligation to make Loans pursuant to this
Section 2.4.1 is subject to the conditions set forth in Section
5.2 (other than delivery by Borrower of a Notice of Borrowing or
Conversion/Continuation).  No such making of an L/C Advance shall relieve or
otherwise impair the obligation of Borrower to reimburse the L/C Issuer for the
amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein.
	If any Lender fails to make available to Administrative Agent for the
account of the L/C Issuer any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.4.1 by the time specified
in Section 2.4.1(b), the L/C Issuer, shall be entitled to recover from
such Lender (acting through Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the L/C Issuer at a rate
per annum equal to the Federal Funds Rate from time to time in effect.  A
certificate of the L/C Issuer submitted to any Lender (through Administrative
Agent) with respect to any amounts owing under this Section 2.4.1(f)
shall be conclusive absent manifest error.



	Repayment of Participations.  

	At any time after the L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender's L/C Advance in respect of
such payment in accordance with Section 2.4.1, if Administrative Agent
receives for the account of the L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from Borrower or
otherwise, including proceeds of Cash Collateral applied thereto by
Administrative Agent), Administrative Agent will distribute to such Lender its
Pro Rata Share thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender's L/C Advance
was outstanding) in the same funds as those received by Administrative
Agent.
	If any payment received by Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.4.1(a) is required to be returned under any
of the circumstances described in Section 11.9 (including pursuant to any
settlement entered into by the L/C Issuer, in its discretion), each Lender shall
pay to Administrative Agent for the account of the L/C Issuer its Pro Rata Share
thereof on demand of Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the Federal Funds Rate from time to time in effect.



	Obligations Absolute.  The obligation
of Borrower to reimburse the L/C Issuer, for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

(a)any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other Loan Document;

(b)the existence of any claim, counterclaim, set-off, defense or other
right that Borrower or any subsidiary, Joint Venture or Permitted Affiliate may
have at any time against any beneficiary or any transferee of such Letter of
Credit (or any Person for whom any such beneficiary or any such transferee may
be acting), the L/C Issuer, or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or
any agreement or instrument relating thereto, or any unrelated transaction;

(c)any draft, demand, certificate or other document presented under such
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
or any loss or delay in the transmission or otherwise of any document required
in order to make a drawing under such Letter of Credit;

(d)any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the
terms of such Letter of Credit; or any payment made by the L/C Issuer under such
Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-
in-possession, assignee for the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of
such Letter of Credit, including any arising in connection with any proceeding
under any insolvency or bankruptcy law; or

(e)any other circumstance or happening whatsoever, whether or not similar
to any of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, Borrower or any
subsidiary, Joint Venture or Permitted Affiliate.

Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with Borrower's instructions or other irregularity, Borrower will
promptly notify the L/C Issuer.  Borrower shall be conclusively deemed to have
waived any such claim against the L/C Issuer and its correspondents unless such
notice is given as aforesaid.

	Role of Letter of Credit Issuer.  Each
Lender and Borrower agree that, in paying any drawing under a Letter of Credit,
the L/C Issuer shall not have any responsibility to obtain any document (other
than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering any
such document.  None of the L/C Issuer, any Agent-Related Person nor any of the
respective correspondents, participants or assignees of the L/C Issuer shall be
liable to any Lender for (a) any action taken or omitted in connection
herewith at the request or with the approval of the Lenders or the Requisite
Lenders, as applicable; (b) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (c) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Letter of Credit Application.  Borrower hereby assumes all risks of
the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption
is not intended to, and shall not, preclude Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under
any other agreement.  None of the L/C Issuer, any Agent-Related Person, nor any
of the respective correspondents, participants or assignees of the L/C Issuer
shall be liable or responsible for any of the matters described in clauses (a)
through (e) of Section 2.4.3.  In furtherance and not in limitation of
the foregoing, the L/C Issuer may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.  Notwithstanding anything to the
contrary in Section 2.4.3 or in this Section 2.4.4, Borrower
or any subsidiary, Joint Venture or Permitted Affiliate for whose benefit a
Letter of Credit was issued may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to Borrower or such subsidiary, Joint Venture or Permitted
Affiliate, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by Borrower or such subsidiary,
Joint Venture or Permitted Affiliate which Borrower or such subsidiary, Joint
Venture or Permitted Affiliate proves were caused by the willful misconduct or
gross negligence of the L/C Issuer or the willful failure of the L/C Issuer to
pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit.  
	Cash Collateral.  Upon the request of
Administrative Agent, (a) if the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted in an
L/C Borrowing, or (b) if, as of the Letter of Credit expiration date, any
Letter of Credit for any reason remains outstanding and partially or wholly
undrawn, Borrower shall immediately Cash Collateralize the aggregate undrawn
amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts (determined as of the date of such L/C Borrowing or the
Letter of Credit expiration date, as the case may be).
Sections 2.7.2(a) and 8.2.3 set forth certain additional
requirements to deliver Cash Collateral hereunder.  "Cash
Collateralize" means to pledge and deposit with or deliver to
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance reasonably satisfactory to Administrative
Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders).  Borrower hereby grants to Administrative Agent, for the benefit of
the L/C Issuer and the Lenders, a security interest in all such cash, deposit
accounts and all balances therein and all proceeds of the foregoing.  Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts
at the Administrative Agent. 
	Conversion and Continuation
Elections.

	Election to Convert and Renew.  Borrower may,
upon irrevocable written notice to Administrative Agent in accordance with
Section 2.5.2:

	elect to convert, on any Business Day, any Reference Rate Loans (or any part
thereof in an amount not less than $1,000,000 and increments of $500,000 in
excess thereof) into LIBOR Loans;
	elect to convert on the last day of any Interest Period any LIBOR Loans
maturing on such date (or any part thereof in an amount not less than $500,000)
into Reference Rate Loans; or
	elect to renew on the last day of any Interest Period (for a new Interest
Period that commences immediately upon the expiration of such existing Interest
Period) any LIBOR Loans maturing on such date (or any part thereof in an amount
not less than $1,000,000 and increments of $500,000 in excess
thereof);



provided, that if the aggregate amount of LIBOR Loans in respect of any
Borrowing shall have been reduced, by payment, prepayment or conversion of part
thereof, to less than $1,000,000, such LIBOR Loans shall automatically convert
into Reference Rate Loans, and on and after such date the right of Borrower to
continue such Loans as, and convert such Loans into, LIBOR Loans shall
terminate.

	Notice of Conversion/Continuation.  Borrower
shall deliver in writing (including via facsimile confirmed immediately by a
telephone call) a Notice of Borrowing or Conversion/Continuation (which notice
must be received by Administrative Agent not later than 10:00 a.m. San
Francisco time, (i) at least three (3) Business Days prior to the
conversion date or continuation date, if the Loans are to be converted into or
continued as LIBOR Loans, or (ii) on the conversion date, if the Loans are
to be converted into Reference Rate Loans) specifying:

	the proposed conversion date or continuation date;
	the aggregate amount of Loans to be converted or continued;
	the nature of the proposed conversion or continuation; and
	if Borrower elects to convert a Reference Rate Loan into a LIBOR Loan or
elects to continue a LIBOR Loan, the duration of the Interest Period applicable
to such Loan.  If the Notice of Borrowing or Conversion/Continuation fails to
specify the duration of the Interest Period for a LIBOR Loan, such Interest
Period shall be one (1) month.



	Failure to Select a New Interest Period.  If
upon the expiration of any Interest Period applicable to LIBOR Loans Borrower
has failed to select a new Interest Period to be applicable to LIBOR Loans, or
if any Default or Event of Default shall then exist, Borrower shall be deemed to
have elected to convert LIBOR Loans into Reference Rate Loans effective as of
the expiration date of such current Interest Period.
	Number of Interest Periods.  Notwithstanding
any other provision of this Agreement, after giving effect to any conversion or
continuation of any Loans, there shall not be more than seven (7) different
Interest Periods in effect.
	Voluntary Termination or Reduction of
Commitment.  Borrower may, upon not less than five (5) Business Days' prior
written notice to Administrative Agent, terminate the Lenders' Commitment to
make Loans to Borrower or issue Letters of Credit for Borrower's account, or
permanently reduce the Maximum Commitment Amount by a minimum amount of
$500,000, unless, after giving effect thereto and to any prepayments of Loans
made on the effective date thereof, the sum of the aggregate principal amount of
(i) the Outstanding Amount of the Loans and (ii) the Outstanding
Amount of L/C Obligations would exceed the Availability.  Once reduced in
accordance with this Section 2.6, the Maximum Commitment Amount may
not be increased except pursuant to Section 2.12.  Any reduction of
the Commitment amounts shall be applied to each Lender according to its Pro Rata
Share.  No commitment or extension fees paid prior to the effective date of any
reduction of the Maximum Commitment Amount or termination of the Lenders'
commitment to make Loans to Borrower or issue Letters of Credit for Borrower's
account shall be refunded, and all accrued Facility Fee for the period up to but
not including the effective date of any reduction or termination of the
Commitments shall be payable on the effective date of such reduction or
termination.
	Principal Payments.

	Optional Prepayments.  Subject to the
provisions of Section 3.4, Borrower may, at any time or from time to
time, upon at least one (1) Business Day's prior written notice to
Administrative Agent with respect to any Reference Rate Loan, or upon at least
three (3) Business Day's prior written notice to Administrative Agent with
respect to any LIBOR Loan, ratably prepay Loans in full or in part in an amount
not less than $500,000 for Reference Rate Loans (or, if less, the aggregate
outstanding principal amount of all Reference Rate Loans and/or Swing Loans) or
$1,000,000 for LIBOR Loans.  Such notice of prepayment shall specify the date
and amount of such prepayment and the Type(s) of Loans to be prepaid.
Administrative Agent will promptly notify each Lender of its receipt of any such
notice and such Lender's Pro Rata Share of such prepayment.  If Borrower gives a
prepayment notice to Administrative Agent, such notice is irrevocable and the
prepayment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to such date on the amount
prepaid, if required by Administrative Agent, and all amounts required to be
paid pursuant to Section 3.4.
	Mandatory Repayments.


	Availability Limit.  Should the Outstanding Amount of Loans plus the
Outstanding Amount of L/C Obligations at any time exceed the Availability,
Borrower shall immediately repay such excess to Administrative Agent, for the
account of the Lenders and/or deliver to Administrative Agent Cash Collateral
pursuant to Section 2.4.5 hereof, in the amount of the excess of the
outstanding but undrawn Letters of Credit over the Availability. 

	Application of Repayments.  Any repayments pursuant to this
Section 2.7.2 shall be (i) subject to Section 3.4,
and (ii) applied first to any Reference Rate Loans then outstanding and
then to LIBOR Loans with the shortest Interest Periods remaining.
	Repayment at Maturity.  Borrower shall repay
the principal amount of all outstanding Loans on the Maturity Date or, if
earlier, upon termination of the Lenders' Commitments pursuant to
Section 2.6.
	Extension of Maturity Date.  Upon Borrower's
written request, delivered to Administrative Agent at least sixty (60) days and
not more than ninety (90) days prior to the initial Maturity Date, such Maturity
Date may be extended for a single period of one (1) year, provided
that:


	No Default or Event of Default shall have occurred and remain uncured on the
initial Maturity Date, and Administrative Agent shall have received a
certificate to that effect signed by a Responsible Officer of Borrower;
	The representations and warranties set forth in this Agreement and the other
Loan Documents shall be correct as of the initial Maturity Date as though made
on and as of that date, and Administrative Agent shall have received a
certificate to that effect signed by a Responsible Officer of Borrower;
	Borrower shall have paid to Administrative Agent, for the account of the
Lenders, an extension fee equal to one-quarter of one percent (0.25%) of the
Maximum Commitment Amount on the initial Maturity Date; and
	Borrower shall have executed, acknowledged and delivered to Administrative
Agent such documents as Administrative Agent reasonably determines to be
necessary to evidence the extension of the Maturity Date.




	Interest.

	Accrual Rate.  Subject to the provisions of
Section 2.9.3, each Loan shall bear interest on the outstanding
principal amount thereof from the date when made (which, in the case of a
drawing on a Letter of Credit, is the date of such drawing) until it becomes due
at a rate per annum equal to LIBOR or the Reference Rate, as the case may be,
plus the Applicable Margin.
	Payment.  Interest on each Loan shall be
payable in arrears on each Interest Payment Date.  Interest shall also be
payable on the date of any repayment of Loans pursuant to
Sections 2.7.1 or 2.7.2 for the portion of the Loans so
repaid, if required by Administrative Agent, and upon payment (including
prepayment) of the Loans in full.  During the existence of any Event of Default,
interest shall be payable on demand.
	Default Interest.  Commencing upon the
occurrence of any Event of Default, and continuing thereafter while such Event
of Default remains uncured, or after maturity or acceleration (unless and until
such acceleration is rescinded), Borrower shall pay interest (after as well as
before entry of judgment thereon to the extent permitted by law) on the
principal amount of all Obligations due and unpaid, at a rate per annum
determined by adding 300 basis points to the Applicable Margin then in effect
for such Loans and, in the case of Obligations not subject to an Applicable
Margin, at a rate per annum equal to the Reference Rate plus 300 basis points;
provided, however, that on and after the expiration of any Interest
Period applicable to any LIBOR Loan outstanding on the date of occurrence of
such Event of Default, the principal amount of such Loan shall, during the
continuation of such Event of Default, bear interest at a rate per annum equal
to the Reference Rate plus 300 basis points in excess of the Applicable Margin
then in effect for Reference Rate Loans.
	Maximum Legal Rate.  Notwithstanding any
contrary provision of this Agreement, if a court ultimately determines that one
or more Loans violate applicable usury law, then (a) Borrower shall not be
required to pay to a Lender interest on any Loan at a rate in excess of the
maximum rate that may lawfully be charged under applicable law; and (b) in
the event that any Lender collects interest or other monies deemed to constitute
interest such Lender's collection of such amounts has the effect of increasing
the effective interest rate on any Loan to a rate in excess of that permitted by
applicable law, such excess interest shall, at such Lender's option, be returned
to Borrower or credited against the principal balance of the Loans made by such
Lender that are then outstanding; provided, however, that if any usury
law applies to one or more but fewer than all Lenders, then the Lenders not
affected by such usury law shall be entitled to the full amount of interest
payable by Borrower under the Loan Documents even though other Lenders may
receive or retain less due to such usury law.



	Fees.

	Facility Fee.  Borrower shall pay to
Administrative Agent, for the account of the Lenders (based on their respective
Pro Rata Shares), a facility fee (the "Facility Fee") computed
based on the annual Facility Fee rate specified in the definition of the term
"Applicable Margin," multiplied by the daily weighted average of the
Maximum Commitment Amount, in each case measured quarterly and payable quarterly
in arrears on (a) each January 1, April 1, July 1, and
October 1, commencing July 1, 2004 (for the calendar quarter ending
June 30, 2004, but with such initial payment of the Facility Fee pro rated
from the Closing Date) and (b) the Maturity Date (with such final payment
of the Facility Fee pro rated to the Maturity Date).

	Letter of Credit
Fees.  Borrower shall pay to Administrative Agent, for the account of the
Lenders (based on their respective Pro Rata Shares), a letter of credit fee (the
"Letter of Credit Fee") for each issued and outstanding Letter
of Credit in an amount equal to the Applicable LIBOR Margin multiplied by the
face amount of such Letter of Credit.  The Letter of Credit Fees shall be due
and payable quarterly in arrears on (a) each January 1, April 1,
July 1, and October 1, commencing July 1, 2004 (for the calendar
quarter ending June 30, 2004, but with such initial payment of the Letter
of Credit Fee pro rated from the Closing Date) and (b) the Maturity Date
(with such final payment of the Letter of Credit Fee pro rated to the Maturity
Date).  Borrower shall also pay to Administrative Agent, for the account of the
L/C Issuer, at the time each Letter of Credit is issued, a fronting fee (the
"Fronting Fee") in an amount equal to the greater of
(i) twelve and one-half (12.5) basis points multiplied by the face amount
of the Letter of Credit, or (ii) $1,250.   In addition, Borrower shall pay
directly to the L/C Issuer for its own account the other customary
administrative, issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect.  Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.
	Other Fees.  Borrower shall pay to
Administrative Agent, for its own account, for the account of the L/C Issuer or
for the account of the Lenders, as applicable, such other fees as are required
by the letter agreement, dated January 21, 2004 and accepted and agreed to by
Borrower on January 23, 2004 (the "Fee Letter") between
Borrower and Administrative Agent.
	Computation of Fees and Interest.   All
computations of interest for Reference Rate Loans when the Reference  Rate is
determined by BankAmerica's "prime rate" shall be made on the basis of
a year of 365 or 366 days, as the case may be, and actual days elapsed.  All
other computations of interest and fees under this Agreement shall be made on
the basis of a 360-day year and actual days elapsed, which results in more
interest or fees being paid than if computed on the basis of a 365-day year.
Interest and fees shall accrue during each period during which interest or such
fees are computed from the first day thereof to the last day thereof.  Any
change in the interest rate on a Loan resulting from a change in the Reference
Rate or the applicable reserve requirement, deposit insurance assessment rate or
other regulatory cost shall become effective as of the opening of business on
the day on which such change in the Reference Rate or such reserve requirement,
assessment rate or other regulatory cost becomes effective.  Each determination
of an interest rate by Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on Borrower and the Lenders in the
absence of manifest error.
	Increase in Maximum Commitment
Amount.

	Request for Increase.  Subject to the
provisions of Section 2.6, on the terms and subject to the
conditions set forth in this Section 2.12, Borrower may, at any time
and from time to time prior to the Maturity Date, by written notice to
Administrative Agent, request an increase in the Maximum Commitment Amount by
(i) first permitting any Lender to increase its Commitment (and accordingly
increase the Maximum Commitment Amount by such amount), or (ii) thereafter
inviting any Eligible Assignee that has previously been approved by
Administrative Agent in writing to become a Lender under this Agreement and to
provide a commitment to lend hereunder (and accordingly increase the Maximum
Commitment Amount by such amount); provided, however, that in no event
shall such actions cause the Maximum Commitment Amount to increase above
$225,000,000.
	No Lender Consent Required.  Each of the
Lenders acknowledges and agrees that, notwithstanding any contrary provision of
Section 11.1, (i) its consent to any such increase in the
Maximum Commitment Amount shall not be required, and (ii) Eligible
Assignees may be added to this Agreement and any Lender may increase its
Commitment without the consent or agreement of the other Lenders
(provided, however, that no Lender's Commitment may be increased without
such Lender's consent), so long as Administrative Agent and Borrower have
consented in writing to such Eligible Assignee or the increase in the Commitment
of any of the Lenders, as applicable.
	Administrative Agent Consent and Conditions to
Increase.  Administrative Agent shall not unreasonably withhold its consent
to Borrower's request for an increase in the Maximum Commitment Amount under
this Section 2.12 provided that Borrower satisfies all of the
following conditions precedent:

	No Default or Event of Default shall have occurred and remain uncured on the
Effective Date (as hereinafter defined), and Administrative Agent shall have
received a certificate to that effect signed by an officer of Borrower;
	any Eligible Assignee is acceptable to Administrative Agent in its
reasonable discretion;
	Borrower and each such Lender or Eligible Assignee shall have executed and
delivered to Administrative Agent supplemental signature pages to this
Agreement, in the form of Exhibit D-1 attached hereto in the case of
a Lender, or in the form of Exhibit D-2 hereto in the case of an
Eligible Assignee (each, a "Supplemental Signature Page");
	Borrower shall have paid to Administrative Agent, for the account of such
Lender or Eligible Assignee, Administrative Agent and the Arranger, as
applicable, a commitment fee and/or an arrangement fee in an amount reasonably
satisfactory to Administrative Agent and Borrower;
	Administrative Agent shall have sent written notice of each such request by
Borrower to the Lenders, together with notice of such Eligible Assignee's
Commitment or such Lender's increased Commitment, as the case may be, and the
effective date (the "Effective Date") of such increase in the
Maximum Commitment Amount as set forth on the Supplemental Signature Page;
and
	all requirements of this Section 2.12 shall have been
satisfied.



	Rights of Eligible Assignees.  Upon the
Effective Date, and notwithstanding any contrary provision of this Agreement
(a) each such Eligible Assignee shall become a party to this Agreement, and
thereafter shall have all of the rights and obligations of a Lender hereunder,
(b) each such Eligible Assignee or Lender shall simultaneously pay to
Administrative Agent, for distribution to the Lenders whose Pro Rata Shares of
the combined Commitments of all of the Lenders have decreased as a result of the
new Commitment of such Eligible Assignee or the increased Commitment of such
Lender, an amount equal to the product of such Eligible Assignee's Pro Rata
Share (or the increase in such Lender's Pro Rata Share), expressed as a decimal,
multiplied by the aggregate outstanding principal amount of the Loans on the
date of determination, and (c) each such Eligible Assignee or Lender shall
thereafter be obligated to make its Pro Rata Share of Borrowings to Borrower and
shall be obligated to participate in Letter of Credit risk participations and
L/C Advances up to and including the amount of such Eligible Assignee's or
Lender's Pro Rata Share of the increased Maximum Commitment Amount, on the terms
and subject to the conditions set forth in this Agreement.
	Conditions of Increase in Maximum Commitments.
Notwithstanding any contrary provision of this Section 2.12, no
increase in the Maximum Commitment Amount will be permitted unless (a) all
then outstanding Loans constitute Reference Rate Loans, or (b) the Interest
Periods for all outstanding LIBOR Loans will expire (and any new Interest
Periods for any such LIBOR Loans will commence) concurrently with the date on
which any increase in the Maximum Commitment Amount becomes effective, or
(c) Borrower pays to Administrative Agent, for the account of Lenders, all
costs arising under Section 3.4 as a result of such increase in the
Maximum Commitment Amount.
	Payments by Borrower.

	Timing of Payments.  All payments (including
prepayments) made by Borrower on account of principal, interest, fees and other
amounts required hereunder shall be made without set-off or counterclaim.  All
such payments (other than payments on Swing Loans, which shall be made to
Administrative Agent for the account of the Swing Line Lender) shall, except as
otherwise expressly provided herein, be made to Administrative Agent for the
account of the Lenders at Administrative Agent's Payment Office, in dollars and
in immediately available funds, no later than 11:00 a.m. San Francisco time
on the date specified herein.  Any payment received by Administrative Agent
later than 11:00 a.m. San Francisco time shall be deemed to have been
received on the immediately succeeding Business Day and any applicable interest
or fee shall continue to accrue.  Administrative Agent will promptly (and in any
event, not later than two (2) Business Days after Administrative Agent's actual
receipt) distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received; provided,
however, if and to the extent Administrative Agent shall receive any such
payment for the account of Lenders on or before 11:00 a.m. San Francisco
time on any Business Day and Administrative Agent shall not have distributed to
each Lender its Pro Rata Share (or other applicable share as provided herein) on
such Business Day, the distribution to each Lender when made shall include
interest at the Federal Funds Rate for each day from the date of Administrative
Agent's actual receipt of such payment from Borrower until the date
Administrative Agent distributes to each Lender its Pro Rata Share (or other
applicable share as provided herein).
	Non-Business Days.  Subject to the provisions
set forth in the definition of the term "Interest Period," whenever
any payment hereunder is stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.
	Payment May be Made by Administrative Agent.
Unless Administrative Agent receives notice from Borrower prior to the date on
which any payment is due and payable to the Lenders that Borrower will not make
such payment in full as and when required, Administrative Agent may assume that
Borrower has made such payment in full to Administrative Agent on such date in
immediately available funds and Administrative Agent may (but shall not be so
required), in reliance upon such assumption, distribute to each Lender on such
date an amount equal to the amount then due and payable to such Lender.  If and
to the extent Borrower has not made such payment in full to Administrative
Agent, each Lender shall repay to Administrative Agent on demand the amount
distributed to such Lender, together with interest thereon at the Federal Funds
Rate for each day from the date such amount is distributed to such Lender until
the date repaid.
	Recovery of Payments.  To the extent that
Borrower makes a payment to Administrative Agent or the Lenders, or
Administrative Agent or any Lender exercises the right of setoff, and such
payment or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including by any settlement) to be repaid to a trustee, receiver, Borrower or
any other Person, in connection with any Insolvency Proceeding or otherwise,
then (a) to the extent of such recovery the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such set-off had not
occurred, and (b) each Lender severally agrees to pay to Administrative
Agent upon demand its Pro Rata Share of any amount so recovered from or repaid
by Administrative Agent.



	Payments by the Lenders to Administrative
Agent.

	Administrative Agent May Make Borrowings
Available.  With respect to any Borrowing, unless Administrative Agent
receives notice from a Lender at least one (1) Business Day prior to the date of
such Borrowing, that such Lender will not make available to Administrative
Agent, for the account of Borrower, the amount of that Lender's Pro Rata Share
of the Borrowing as and when required hereunder, Administrative Agent may assume
that each Lender has made such amount available to Administrative Agent in
immediately available funds on the Borrowing date and Administrative Agent may
(but shall not be so required), in reliance upon such assumption, make available
to Borrower on such date a corresponding amount.  If and to the extent any
Lender shall not have made its full amount available to Administrative Agent in
immediately available funds and Administrative Agent in such circumstances has
made available to Borrower such amount, that Lender shall, on the Business Day
following such Borrowing date, make such amount available to Administrative
Agent, together with interest at the Federal Funds Rate for each day during such
period.  A notice of Administrative Agent submitted to any Lender with respect
to amounts owing under this Section 2.14 shall be conclusive absent
manifest error.  If such amount is so made available, such payment to
Administrative Agent shall constitute such Lender's Loan on the date of
Borrowing for all purposes of this Agreement.  If such amount is not made
available to Administrative Agent on the Business Day following the Borrowing
date, Administrative Agent will notify Borrower of such failure to fund and,
upon demand by Administrative Agent, Borrower shall pay such amount to
Administrative Agent for Administrative Agent's account, together with interest
thereon for each day elapsed since the date of such Borrowing, at a rate per
annum equal to the interest rate applicable at the time to the Loans comprising
such Borrowing. 
	Defaulting Lender's Failure.  The failure of
any Defaulting Lender to make any Loan on any Borrowing date shall not relieve
any other Lender of any obligation hereunder to make a Loan on such borrowing
date, but no Lender shall be responsible for the failure of any other Lender to
make the Loan to be made by such other Lender on any Borrowing
date.



	Sharing of Payments, Etc.  If, other than as
expressly provided elsewhere herein, any Lender shall obtain on account of the
Obligations owing to it any payment (whether voluntary, involuntary, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder), such Lender shall immediately (a) notify Administrative Agent
of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them as shall be necessary to cause such purchasing Lender
to share the excess payment pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded, and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (other than the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of Borrower in the amount of
such participation; provided, however, that Borrower shall not be
obligated to pay any amount more than once as a result of such participation.
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this
Section 2.15 and will in each case notify the Lenders following any
such purchases or repayments.
	Defaulting Lender.

	Notice and Cure of Lender Default; Election
Period; Electing Lenders.  Administrative Agent shall promptly notify (such
notice being referred to as the "Defaulting Lender Notice")
Borrower and each non-Defaulting Lender if any Lender is a Defaulting Lender.
Each non-Defaulting Lender shall have the right, but in no event or under any
circumstance the obligation, to fund any amount that a Defaulting Lender fails
to fund (the "Defaulting Lender Amount"), provided that,
within twenty (20) days after the date of the Defaulting Lender Notice (the
"Election Period"), such non-Defaulting Lender or Lenders (each
such Lender, an "Electing Lender") irrevocably commit(s) by
notice in writing (an "Election Notice") to Administrative
Agent, the other Lenders and Borrower to fund the Defaulting Lender Amount.  If
Administrative Agent receives more than one Election Notice within the Election
Period, then the commitment to fund the Defaulting Lender Amount shall be
apportioned pro rata among the Electing Lenders in the proportion that the
amount of each such Electing Lender's Commitment bears to the total Commitments
of all Electing Lenders.  If the Defaulting Lender fails to pay the Defaulting
Lender Amount within the Election Period, (a) the Electing Lender or
Lenders, as applicable, shall be automatically obligated to fund the Defaulting
Lender Amount (and Defaulting Lender shall no longer be entitled to fund such
Defaulting Lender Amount) within three (3) Business Days after such notice to
Administrative Agent, which Defaulting Lender Amount shall be applied towards
reimbursement to Administrative Agent or payment to Borrower as applicable, and
(b) Borrower may enforce any rights it may have under this Agreement, at
law or in equity, against Defaulting Lender.  Notwithstanding any contrary
provision of this Agreement, if Administrative Agent has funded the Defaulting
Lender Amount, Administrative Agent shall be entitled to reimbursement from the
Electing Lenders for its portion of the Defaulting Lender Amount. 
	Removal of Rights; Indemnity.  Administrative
Agent shall not be obligated to transfer to a Defaulting Lender any payments
made by or on behalf of Borrower to Administrative Agent for the Defaulting
Lender's benefit; nor shall a Defaulting Lender be entitled to the sharing of
any payments hereunder or under any Note until all Defaulting Lender Amounts are
paid in full.  Administrative Agent shall hold all such payments received or
retained by it for the account of such Defaulting Lender.  Amounts payable to a
Defaulting Lender shall be paid by Administrative Agent to reimburse
Administrative Agent and any Electing Lender pro rata for all Defaulting Lender
Amounts funded by such Persons.  Solely for the purposes of voting or consenting
to matters with respect to the Loan Documents, a Defaulting Lender shall be
deemed not to be a "Lender" and such Defaulting Lender's Commitment
shall be deemed to be zero.  A Defaulting Lender shall have no right to
participate in any discussions among and/or decisions by Lenders hereunder
and/or under the other Loan Documents.  This Section shall remain effective with
respect to a Defaulting Lender until such time as the Defaulting Lender shall no
longer be in default of any of its obligations under this Agreement by curing
such default by payment of all Defaulting Lender Amounts (a) within the
Election Period, or (b) after the Election Period with the consent of the
non-Defaulting Lenders.  Such Defaulting Lender nonetheless shall be bound by
any amendment to, or waiver of, any provision of, or any action taken or omitted
to be taken by Administrative Agent and/or the non-Defaulting Lenders under, any
Loan Document which is made subsequent to the Defaulting Lender's becoming a
Defaulting Lender and prior to such cure or waiver.  The operation of this
Section or the Section above alone shall not be construed to increase or
otherwise affect the Commitment of any non-Defaulting Lender, or to relieve or
excuse the performance by Borrower of its duties and obligations hereunder or
under any of the other Loan Documents.  Furthermore, nothing contained in this
Section shall release or in any way limit a Defaulting Lender's obligations as a
Lender hereunder and/or under any other of the Loan Documents.  Further, a
Defaulting Lender shall indemnify and hold harmless Administrative Agent and
each of the non-Defaulting Lenders from any claim, loss, or costs incurred by
Administrative Agent and/or the non-Defaulting Lenders as a result of a
Defaulting Lender's failure to comply with the requirements of this Agreement,
including any and all additional losses, damages, costs and expenses (including
attorneys' fees) incurred by Administrative Agent and any non-Defaulting Lender
as a result of and/or in connection with (i) a non-Defaulting Lender's
acting as an Electing Lender, (ii) any enforcement action brought by
Administrative Agent against a Defaulting Lender, and (iii) any action
brought against Administrative Agent and/or Lenders.  The indemnification
provided above shall survive any termination of this Agreement.
	Commitment Adjustments.  In connection with
the adjustment of the amounts of the Commitments of the Defaulting Lender and
Electing Lender(s) upon the expiration of the Election Period described above,
Borrower, Administrative Agent and Lenders shall execute such modifications to
the Loan Documents as shall, in the reasonable judgment of Administrative Agent,
be necessary or desirable in connection with the adjustment of the amounts of
Commitments in accordance with the foregoing provisions of this Section.  For
the purpose of voting or consenting to matters with respect to the Loan
Documents such modifications shall also reflect the removal of voting rights of
the Defaulting Lender and increase in voting rights of Electing Lenders to the
extent an Electing Lender has funded the Defaulting Lender Amount.  In
connection with such adjustments, each Defaulting Lender shall execute and
deliver an Assignment and Assumption covering that Lender's Commitment and
otherwise comply with Section 11.6.  If a Lender refuses to execute
and deliver such Assignment and Assumption or otherwise comply with
Section 11.6, such Lender hereby appoints Administrative Agent to do
so on such Lender's behalf.  Administrative Agent shall distribute an amended
schedule of Lenders, which shall thereafter be incorporated into this Agreement,
to reflect such adjustments.  However, all such Defaulting Lender Amounts funded
by Administrative Agent or Electing Lenders shall continue to be Defaulting
Lender Amounts of the Defaulting Lender pursuant to its obligations under this
Agreement.
	No Election.  In the event that no Lender
elects to commit to fund a Defaulting Lender Amount within the applicable
Election Period, Administrative Agent shall, upon the expiration of such
Election Period, so notify Borrower and each Lender.



	Increases and Decreases in Pro Rata Shares From
Existing Agreement.  Upon Borrower's satisfaction of all of the conditions
set forth in Section 5.1 of this Agreement, each Lender whose Pro
Rata Share of the combined Commitments of all of the Lenders has increased, as
evidenced by the difference for each Lender between the Pro Rata Share reflected
in the Existing Agreement and the Pro Rata Share reflected in this Agreement,
shall pay to Administrative Agent, for distribution to the Lenders whose Pro
Rata Shares of the combined Commitments of all of the Lenders has decreased
pursuant to this Agreement, an amount equal to the product of the increase in
such Lender's Pro Rata Share (expressed as a decimal) multiplied by the
aggregate outstanding principal amount of the Loans on the date of
determination.
	TAXES, YIELD PROTECTION AND
ILLEGALITY.


	Taxes.  If any payments to Administrative
Agent under this Agreement are made from outside the United States, Borrower
will not deduct any foreign taxes from any payments it makes to Administrative
Agent.  If any taxes (other than taxes on a Lender's net income or gross
receipts, or franchise or similar taxes payable by a Lender) are at any time
imposed on any payments under or in respect of this Agreement or any instrument
or agreement required hereunder, including payments made pursuant to this
Section 3.1, Borrower shall pay all such taxes and shall also pay to
Administrative Agent, for the account of the applicable Lender, at the time
interest is paid, all additional amounts which such Lender specifies as
necessary to preserve the yield, after payment of such taxes, that such Lender
would have received if such taxes had not been imposed.
	Illegality.


	If any Lender determines that (i) the introduction of any Requirements
of Law, or any change in any Requirements of Law or in the interpretation or
administration thereof, has made it unlawful, or (ii) any central bank or
other Governmental Authority has asserted that it is unlawful, for such Lender
or its applicable Lending Office to make LIBOR Loans, then, on notice thereof by
such Lender to Borrower and Administrative Agent, the obligation of such Lender
to make LIBOR Loans shall be suspended until such Lender shall have notified
Borrower and Administrative Agent that the circumstances giving rise to such
determination no longer exist.
	If any Lender determines that it is unlawful to maintain any LIBOR Loan,
Borrower shall, upon its receipt of notice of such fact and demand from such
Lender (with a copy to Administrative Agent), prepay in full all LIBOR Loans of
that Lender then outstanding, together with interest accrued thereon and any
amounts required to be paid in connection therewith pursuant to
Section 3.4, either on the last day of the Interest Period thereof,
if such Lender may lawfully continue to maintain such LIBOR Loans to such day,
or immediately, if such Lender may not lawfully continue to maintain such LIBOR
Loans.
	Notwithstanding any contrary provision of Section 2.1, if
Borrower is required to prepay any LIBOR Loan immediately as provided in
Section 3.2(b), then concurrently with such prepayment Borrower
shall borrow a Reference Rate Loan from the affected Lender in the amount of
such repayment.
	If the obligation of any Lender to make or maintain LIBOR Loans has been
terminated, Borrower may elect, by giving notice to such Lender through
Administrative Agent, that all Loans which would otherwise be made by such
Lender as LIBOR Loans shall instead be Reference Rate Loans.
	Before giving any notice to Administrative Agent or Borrower pursuant to
this Section 3.2, the affected Lender shall designate a different
Lending Office with respect to its LIBOR Loans if such designation would avoid
the need for giving such notice or making such demand and would not, in the
judgment of such Lender, be illegal or otherwise disadvantageous to such
Lender.




	Increased Costs and Reduction of
Return.


	If any Lender determines that, due to either (i) the introduction of,
or any change (other than a change by way of imposition of, or increase in,
reserve requirements included in the LIBOR Reserve Percentage) in or in the
interpretation of, any law or regulation or (ii) the compliance by such
Lender (or its Lending Office) or any entity controlling such Lender with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to such Lender of agreeing to make or making, funding or maintaining any
LIBOR Loans, or issuing or participating in Letters of Credit, or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing, then Borrower shall be liable for, and shall from time to time, upon
demand therefor by such Lender with a copy to Administrative Agent, pay to
Administrative Agent for the account of such Lender such additional amounts as
are sufficient to compensate such Lender for such increased costs.
	If any Lender determines that (i) the introduction of any Capital
Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration of any Capital
Adequacy Regulation by any central bank or other Governmental Authority charged
with the interpretation or administration thereof, or (iv) compliance by
such Lender (or its Lending Office), or any corporation controlling such Lender,
with any Capital Adequacy Regulation affects or would affect the amount of
capital that such Lender or any corporation controlling such Lender is required
or expected to maintain, and such Lender (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy and
such Lender's desired return on capital) determines that the amount of such
capital is increased as a consequence of any of its loans, credits or
obligations under this Agreement, then, upon sixty (60) days' notice from such
Lender to Borrower through Administrative Agent, Borrower shall immediately pay
to Administrative Agent, for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender for such increase.




	Funding Losses.  Borrower agrees to pay to
Administrative Agent, from time to time, for the account of the Lenders, any
amount that would be necessary to reimburse the Lenders for, and to hold the
Lenders harmless from, any loss or expense which the Lenders may reasonably
sustain or incur as a consequence of:


	the failure of Borrower to make any required payment or prepayment of
principal of any LIBOR Loan (including payments made after any acceleration
thereof);
	the failure of Borrower to borrow, continue or convert a Loan after Borrower
has given a Notice of Borrowing or Conversion/Continuation;
	the failure of Borrower to make any prepayment after Borrower has given a
notice in accordance with Section 2.7.1;
	the prepayment (including pursuant to Section 2.7.2) of a LIBOR
Loan on a day which is not the last day of the Interest Period with respect
thereto;
	the conversion pursuant to Section 2.5 of any LIBOR Loan to a
Reference Rate Loan on a day that is not the last day of the respective Interest
Period;




including any such loss or expense arising from the liquidation or
reemployment of funds obtained to maintain the LIBOR Loans hereunder or from
fees payable to terminate the deposits from which such funds were obtained.
Solely for purposes of calculating amounts payable by Borrower to Administrative
Agent, for the account of Lenders, under this Section 3.4, each
LIBOR Loan (and each related reserve, special deposit or similar requirement)
shall be conclusively deemed to have been funded at the rate of interest used to
determine such LIBOR Loan by a matching deposit or other borrowing in the
applicable offshore dollar interbank market for a comparable amount and for a
comparable period, whether or not such LIBOR Loan is in fact so funded.

	Inability to Determine Rates.  If any Lender
determines that for any reason adequate and reasonable means do not exist for
ascertaining the LIBOR Rate for any requested Interest Period with respect to a
proposed LIBOR Loan or that the LIBOR Rate applicable pursuant to
Section 2.9.1 for any requested Interest Period with respect to a
proposed LIBOR Loan does not adequately and fairly reflect the cost to such
Lender of funding such Loan, such Lender will forthwith give notice of such
determination to Borrower through Administrative Agent.  Thereafter, the
obligation of such Lender to make or maintain LIBOR Loans hereunder shall be
suspended until such Lender revokes such notice in writing.  Upon receipt of
such notice, Borrower may revoke any Notice of Borrowing or
Conversion/Continuation then submitted by it.  If Borrower does not revoke such
notice, the affected Lender shall make, convert or continue the Loans, as
proposed by Borrower, in the amount specified in the applicable notice submitted
by Borrower, but such Loans shall be made, converted or continued as Reference
Rate Loans instead of LIBOR Loans.
	Certificate of Lender.  Any Lender, if
claiming reimbursement or compensation pursuant to this Article 3,
shall deliver to Borrower through Administrative Agent a certificate setting
forth in reasonable detail the amount payable to such Lender hereunder, and such
certificate shall be conclusive and binding on Borrower in the absence of
manifest error.
	Survival.  The agreements and obligations of
Borrower in this Article 3 shall survive the payment and performance
of all other Obligations for a period of four (4) years after the Maturity
Date.
	UNENCUMBERED ASSET POOL.


	Additions of Property to the Unencumbered Asset
Pool.


	In addition to the real property described in Exhibit A attached
hereto, Borrower may from time to time request that Administrative Agent add a
new property (a "Nominated Property") to the Unencumbered Asset
Pool.  To become an Unencumbered Asset Pool Property, a Nominated Property must
satisfy each of the following conditions:

	Borrower or a Permitted Affiliate shall hold fee simple title to such
Nominated Property (except in the case of Bristol Commons, in which case
Borrower shall own a 99% interest in such property);
	Such Nominated Property is operated as residential apartments, with no more
than fifteen percent (15%) of gross revenue generated by retail tenants;
	Such Nominated Property shall have minimum occupancy of eighty percent
(80%), and if admitted to the Unencumbered Asset Pool, would not cause the
aggregate occupancy of the Unencumbered Asset Pool Properties to be less than
ninety percent (90%);
	Administrative Agent shall have received a copy of a Phase I
environmental site assessment for such Nominated Property, in form and substance
reasonably acceptable to Administrative Agent and prepared within one (1) year
of its delivery, and such environmental site assessment (i) shall not
disclose the presence of any material toxic or Hazardous Substances on the
Nominated Property (other than asbestos or asbestos containing materials
("ACM") or Hazardous Substances used for cleaning, pool and
other chemicals typically located on residential properties that are otherwise
consistent with all applicable laws); and (ii) if such environmental
site assessment discloses the presence of asbestos or ACM on the Nominated
Property, all such asbestos or ACM shall be in a condition reasonably acceptable
to Administrative Agent, shall be subject to an O&M Plan reasonably
acceptable to Administrative Agent, and Borrower or a Permitted Affiliate, as
applicable, shall be performing its obligations under such O&M Plan in a
manner reasonably acceptable to Administrative Agent; 
	Such Nominated Property shall be free of all liens, encumbrances and
negative pledges, except for the following permitted liens ("Permitted
Liens"): (i) liens for taxes, assessments or governmental charges
or levies to the extent that Borrower or a Permitted Affiliate is not yet
required to pay the amount secured thereby; and (ii) liens imposed by law,
such as carrier's, warehouseman's, mechanic's, materialman's and other similar
liens, arising in the ordinary course of business in respect of obligations that
are not overdue or are being actively contested in good faith by appropriate
proceedings and in compliance with Section 6.14(c) hereof, as long as
Borrower or a Permitted Affiliate, as applicable, has established and maintained
adequate reserves for the payment of the same and, by reason of nonpayment, no
property of Borrower or a Permitted Affiliate, as applicable, is in danger of
being lost or forfeited; and (iii) easements; covenants, conditions and
restrictions; reciprocal easement and access agreements and similar agreements
relating to ownership and operation.



Nominated Properties that satisfy all of the foregoing conditions, subject to
Section 4.2, will automatically become Unencumbered Asset Pool Properties
so long as Guarantor has a BBB-/Baa3 or better credit rating from any Rating
Agency at the time such conditions are satisfied.  If Guarantor's credit rating
is less than BBB-/Baa3, Nominated Properties will become Unencumbered Asset Pool
Properties at the sole and absolute discretion of the Required Lenders.

	Borrower may from time to time elect to remove an Unencumbered Asset Pool
Property from the Unencumbered Asset Pool.  Borrower shall make such an election
by giving Administrative Agent notice in writing, setting forth the identity of
the Unencumbered Asset Pool Property and the requested date of removal no less
than thirty (30) days before the requested date of removal.  With such notice,
Borrower shall also deliver a compliance certificate substantially similar to
the form of Exhibit E (a "Compliance Certificate")
signed and certified by an authorized financial officer of Borrower
(i) setting forth the information and computations (in sufficient detail)
to determine the Unencumbered Asset Pool Value after such removal and to
establish that Borrower will be in compliance with all financial covenants set
forth in this Agreement following such removal, (ii) stating specifically
that the aggregate Outstanding Amount of Loans plus the Outstanding Amount of
L/C Obligations after such removal will be less than or equal to the
Availability, and (iii) setting forth whether there exists or to the best
of Borrower's knowledge as of the date of such removal there will exist, any
Default or Event of Default and, if any such Default or Event of Default exists,
specifying the nature thereof and the action Borrower is taking and proposes to
take with respect thereto.  At the time of any such removal, Borrower shall pay
Administrative Agent all reasonable attorneys' fees (including fees for in-house
counsel) incurred by Administrative Agent in connection with removing the
property from the Unencumbered Asset Pool and shall make any payments to
continue compliance with the terms of this Agreement, including those relating
to the requirement that the aggregate Outstanding Amount of Loans plus the
Outstanding Amount of L/C Obligations not exceed the Availability, necessary as
a result of the requested removal.  Borrower may not remove the Unencumbered
Asset Pool Property until it has complied with the terms of this
Section 4.1(b).
	Administrative Agent may, at its option, remove any property from the
Unencumbered Asset Pool if it determines in its reasonable discretion that the
property no longer satisfies all of the conditions set forth in
Section 4.1(a), provided that Administrative Agent first
gives Borrower written notice that the property no longer meets the conditions
for being an Unencumbered Asset Pool Property set forth in
Section 4.1(a), together with the reason or reasons why it does not,
and gives Borrower thirty (30) days after receipt of such notice to cure the
defect.  At the time of any such removal, Borrower shall pay Administrative
Agent all reasonable attorneys' fees (including fees for in-house counsel)
incurred by Administrative Agent in connection with removing the property from
the Unencumbered Asset Pool, and shall make any payments to continue compliance
with the terms of this Agreement, including but not limited to those relating to
the requirement that the that the aggregate Outstanding Amount of Loans plus the
Outstanding Amount of L/C Obligations not exceed the Availability, necessary as
a result of such removal.  If the Unencumbered Asset Pool as a whole fails to
meet any of the conditions set forth in Section 4.1(a), and any one
of two or more properties might be removed to maintain compliance of the
Unencumbered Asset Pool as a whole with the conditions set forth in
Section 4.1(a), then Borrower shall select the property or
properties to be removed, provided that if it does not do so within ten
(10) days of written request to do so from Administrative Agent, then
Administrative Agent may in its sole discretion select the property or
properties to remove and so remove them.  Notwithstanding the foregoing, the
properties commonly known as Marina Cove and Marina City Club shall not cease to
be an Unencumbered Asset Pool Property solely because that property has been
acquired by ground lease and not by fee simple.
	Delivery of Information.  In connection with
each request to add a Nominated Property to the Unencumbered Asset Pool,
Borrower will submit to Administrative Agent all of the following information
and documentation:


	A current Phase I environmental site assessment for such Nominated
Property addressed to Borrower or a Permitted Affiliate, as applicable;
provided, however, that Borrower shall not be required to resubmit a
Phase I environmental site assessment to Administrative Agent for any
Unencumbered Asset Pool Property listed on Exhibit A attached
hereto;
	A title insurance policy insuring Borrower's or a Permitted Affiliate's fee
title to such Nominated Property free of any Liens, except for Permitted Liens,
and a current title report with respect to such Nominated Property; provided,
however, Borrower shall not be required to resubmit a title insurance policy to
Administrative Agent for any Unencumbered Asset Pool Property listed on
Exhibit A attached hereto;
	A current rent roll and leasing status report for such Nominated
Property;
	An operating statement for such Nominated Property (which shall include a
detailed analysis of the net operating income generated from such property,
including gross rental receipts, detailed operating expenses, capital
expenditures and other relevant information) for the four (4) most recent
consecutive calendar quarters for which Borrower has operating information (or,
if operating information for fewer than four (4) consecutive calendar quarters
is available to Borrower, an operating statement for such Nominated Property for
the number of the most recent consecutive calendar quarters for which Borrower
has operating information); 
	if such Nominated Property is owned by a Permitted Affiliate, a Payment
Guaranty, executed by such Permitted Affiliate, together with all of the items
described in Sections 5.1.1(b), (c), (d), (e) and (f) with respect
to such Permitted Affiliate; and
	any other information, documentation or other items relating to the
Nominated Property that Administrative Agent may require in its sole
discretion.






Notwithstanding any thing to the contrary contained herein,
no property owned by any subsidiary of Borrower of Guarantor shall be counted as
an Unencumbered Asset Pool Property unless such property is nominated as a
Nominated Property pursuant to Section 4.1 and Section 4.2 and the
subsidiary becomes a "Permitted Affiliate" hereunder by executing the
Payment Guaranty and delivering the other documents described in Section
4.2(e) hereof.

	CONDITIONS TO DISBURSEMENTS.


	Conditions to Initial Loans.  The obligation
of the Lenders to make the initial Loan after the Closing Date is subject to the
satisfaction of all of the following conditions precedent:

	Deliveries to Administrative Agent.
Administrative Agent shall have received each of the following items, in form
and substance satisfactory to Administrative Agent:


	Loan Documents.  This Agreement, each Note (including the Swing Line
Note), the Guaranty, each Payment Guaranty issued by each Permitted Affiliate
listed on Schedule 1.4, and each other document Administrative Agent
may reasonably require, executed and acknowledged as appropriate;  

	Authorizations.  Evidence that the execution, delivery and
performance by Borrower, Guarantor and each Permitted Affiliate, as the case may
be, of this Agreement and the other Loan Documents have been duly authorized,
executed and delivered by Responsible Officers of Borrower, Guarantor and each
Permitted Affiliate, including, without limitation, authorizing resolutions and
incumbency certificates for such Responsible Officers;

	Governing Documents.  Copies of Borrower's current partnership
agreement and certificate of limited partnership and any amendments and
modifications thereto, and Guarantor's articles of incorporation and any
amendments and modifications thereto, and each Permitted Affiliate's
organizational or formation documents;

	Good Standing.  If required by Administrative Agent, Certificates of
Good Standing for Borrower, Guarantor and each Permitted Affiliate from their
respective states of organization and from any other state in which Borrower,
Guarantor and each Permitted Affiliate is required to qualify to conduct its
business;

	Legal Opinions.  A written opinion of Borrower's legal counsel and a
written opinion of Guarantor's and each Permitted Affiliate's legal counsel,
each covering such matters as Administrative Agent may reasonably require.  The
legal counsel and the terms of the opinion must be reasonably acceptable to
Administrative Agent;

	Insurance.  If required by Administrative Agent, evidence of any
insurance coverage required by Section 6.1.3 of this Agreement;


	Certificate Regarding No Default or Material Adverse Change.  A
certificate of Borrower's Responsible Officer, dated the Closing Date,
certifying that (i) the representations and warranties contained in
Article 7 are true and correct on and as of such date, as though made on
and as of such date; (ii) the calculation of the Availability as of the
Closing Date is true and correct on and as of such date; (iii) no Default
or Event of Defaults exists or would result from the extensions of credit
advanced on the Closing Date; and (iv) no material adverse change in the
business, assets, operations, condition (financial or otherwise) or prospects of
Borrower, Guarantor or any of their subsidiaries or Affiliates has occurred
since December 31, 2003, and Guarantor's senior unsecured debt rating has not
changed since June 30, 2003; 

	Other Items.  Any other items that Administrative Agent reasonably
requires.
	Payment of Fees.  Borrower shall have paid to
Administrative Agent, for its own account or for the account of the Lenders, as
applicable, the fees set forth in the Fee Letter that are due on or before the
Closing Date.
	Payment of Expenses.  Payment of the expenses
of preparing this Agreement and the other Loan Documents, including reasonable
attorneys' fees and costs, the review of any Phase I environmental site
assessments, and any and all other fees due from Borrower to Administrative
Agent.
	Conditions of Each Borrowing or Issuance of Letter
of Credit.  The obligation of the Lenders to make any Loan (including the
initial Loan) or of BankAmerica to issue any Letter of Credit is subject to the
satisfaction of all of the following conditions precedent on the relevant
borrowing date:


	Administrative Agent shall have received a Notice of Borrowing or
Conversion/Continuation requesting an extension of credit;
	The requested extension of credit shall not cause the aggregate outstanding
principal amount of the Loans to exceed the Availability at such time and, if
the request is for a Swing Loan, shall not cause the aggregate outstanding
principal amount of Swing Loans to exceed the Swing Line Availability at such
time;
	Administrative Agent shall have received a Compliance Certificate from
Borrower in the form of Exhibit E and described in
Section 6.3(h) representing, among other things, that the requested
extension of credit shall not cause the aggregate Outstanding Amount of Loans
and Outstanding Amount of L/C Obligations to exceed the Availability at such
time or the Swing Line Availability at such time, as the case may be, and that
Borrower and Guarantor, and any subsidiaries or affiliates whose financial
results are consolidated with those of Borrower and Guarantor for reporting
purposes, are in compliance with all other material covenants and financial
covenants that each has made in this Agreement;
	The representations and warranties of Borrower set forth in
Article 7 of this Agreement shall be true and correct in all
material respects on and as of the date of such Borrowing with the same force
and effect as if made on and as of such date;
	No Default or Event of Default shall exist or result from such
Borrowing;
	Administrative Agent shall have received from Borrower a pro forma
calculation of Availability and of each of the financial covenants set forth in
Sections 6.9, 6.10, 6.11 and 6.12; and
	If Borrower has requested issuance of a Letter of Credit, Administrative
Agent shall have received a Letter of Credit Application signed by the account
party (and Borrower, if Borrower is not the account party), and the Fronting Fee
for such Letter of Credit described in Section 2.10.2.






	COVENANTS OF BORROWER.  Borrower promises to
keep each of the following covenants:


	Specific Affirmative Covenants.

	Compliance with Law.  Guarantor shall comply
with all existing and future laws , regulations, orders and requirements of, and
all agreements with and commitments to, all Governmental Authorities having
jurisdiction over Guarantor or Guarantor's business.  Notwithstanding any
contrary provision in this Section, Guarantor shall have a right to contest all
existing and future Requirements of Law before complying therewith.  Borrower
and each Permitted Affiliate, as applicable, shall comply with all existing and
future laws (including Environmental Laws), regulations, orders, building
restrictions and requirements of, and all agreements with and commitments to,
all Governmental Authorities having jurisdiction over Borrower or Borrower's
business or such Permitted Affiliate or such Permitted Affiliate's business, as
applicable, including those pertaining to the construction, sale, leasing or
financing of any Unencumbered Asset Pool Property or the environmental condition
of any Unencumbered Asset Pool Property, and with all recorded covenants and
restrictions affecting any Unencumbered Asset Pool Property (all collectively,
the "Requirements").  Notwithstanding any contrary provision in
this Section, (i) Borrower and each applicable Permitted Affiliate shall
have a right to contest all existing and future Requirements of Law (other than
those relating to Environmental Laws) before complying therewith, and
(ii) Borrower and each Permitted Affiliate shall have a right to contest
all existing and future Requirements relating to Environmental Laws for one
year, before complying therewith, provide that no Unencumbered Asset Pool
Property is in danger of being lost or forfeited.
	Site Visits.  Borrower, each Permitted
Affiliate and Guarantor shall allow Administrative Agent and Lenders access to
each Unencumbered Asset Pool Property at any reasonable time upon reasonable
written notice by Administrative Agent to Borrower (a) for the purpose of
inspecting the Unencumbered Asset Pool Property, and (b) upon reasonable
belief by Administrative Agent or Lenders of the existence of a matter that
should be investigated, for the purpose of taking soil or groundwater samples
and conducting tests, among other things, to investigate for the presence of
Hazardous Substances.  Borrower, each Permitted Affiliate and Guarantor shall
also allow Administrative Agent to examine, copy and audit its and their books
and records.  Neither Administrative Agent nor any Lender is under any duty to
visit or observe any Unencumbered Asset Pool Property, and Administrative Agent
is under no duty to examine any books or records.  Any site visit, observation
or examination by Administrative Agent or any Lender shall be solely for the
purpose of protecting Administrative Agent's and such Lender's interests and
preserving Administrative Agent's rights under the Loan Documents.  Neither
Administrative Agent nor any Lender owes a duty of care to protect Borrower, any
Permitted Affiliate, Guarantor or any other Person against, or to inform
Borrower, Guarantor , any Permitted Affiliate, Guarantor, or any other Person
of, any adverse condition affecting any Unencumbered Asset Pool Property,
including any defects in the design or construction of any improvements located
on an Unencumbered Asset Pool Property or the presence of any Hazardous
Substances on an Unencumbered Asset Pool Property.
	Insurance.  Borrower and each Permitted
Affiliate, as applicable, shall maintain the following insurance:

	Special Form property damage insurance in non-reporting form on each of its
Unencumbered Asset Pool Properties, with a policy limit in an amount not less
than the full insurable value of the improvements located on such property on a
replacement cost basis, including tenant improvements, if any, with a deductible
amount, if any, reasonably satisfactory to Administrative Agent, which insurance
shall cover such risks as are ordinarily insured against by similar businesses.
The policy shall include a business interruption (or rent loss, if more
appropriate) endorsement in the amount of six months' principal and interest
payments, taxes and insurance premiums, and any other endorsements reasonably
required by Administrative Agent.  Notwithstanding the foregoing, earthquake
insurance with respect to any Unencumbered Asset Pool Property shall not be
required unless (i) institutional lenders generally require earthquake
insurance for similar types of multifamily real property in the geographic
location where such Unencumbered Asset Pool Property is located, and (ii) such
insurance is generally available at commercially reasonable rates.
	Comprehensive General Liability coverage with such limits as Administrative
Agent may reasonably require.  This policy shall name Administrative Agent as an
additional insured.  Coverage shall be written on an occurrence basis, not
claims made, and shall cover liability for personal injury, death, bodily injury
and damage to property, products and completed operations.



(c)Workers' compensation insurance for all employees of Borrower and each
subsidiary in such amount as is required by law and including employer's
liability insurance, if required by Administrative Agent.

All policies of insurance required by Administrative Agent must be issued by
companies reasonably approved by Administrative Agent and otherwise be
reasonably acceptable to Administrative Agent as to amount, forms, risk
coverages and deductibles.  In addition, each policy (except workers'
compensation) must provide Administrative Agent at least thirty (30) days' prior
notice of cancellation, non-renewal or modification.  If Borrower or a Permitted
Affiliate, as applicable, fails to keep any such coverage in effect while any
Commitment is outstanding, Administrative Agent may procure the coverage at
Borrower's expense.  Borrower shall reimburse Administrative Agent, on demand,
for all premiums advanced by Administrative Agent or Lenders, which advances
shall be considered to be additional loans to Borrower hereunder at the Default
Rate applicable to Reference Rate Loans.  Neither Administrative Agent nor any
Lender shall, because of accepting, reasonably disapproving, approving or
obtaining insurance, incur any liability for (i) the existence, nonexistence,
form or legal sufficiency thereof, (ii) the solvency of any insurer, or (iii)
the payment of losses.

	Preservation of Rights.  Borrower or the
applicable Permitted Affiliate shall obtain and preserve all rights, privileges
and franchises necessary or desirable for the operation of each Unencumbered
Asset Pool Property owned by Borrower or such Permitted Affiliate.  Borrower,
Guarantor and each Permitted Affiliate shall also obtain and preserve all
rights, privileges and franchises necessary or desirable for the conduct of
Borrower's, Guarantor's and such Permitted Affiliate's business.  Either
Borrower or the applicable Permitted Affiliate shall maintain any Unencumbered
Asset Pool Property owned by it in good condition.  Either Borrower or the
applicable Permitted Affiliate shall, at Borrower's or such Permitted Affiliates
sole cost and expense, follow all recommendations in any asbestos survey
conducted by an expert selected by Borrower or such Permitted Affiliate and
approved by Administrative Agent with respect to any Unencumbered Asset Pool
Property owned by Borrower or such Permitted Affiliate regarding safety
conditions for, and maintenance of, any asbestos containing materials, including
any recommendation to institute an O&M Plan.
	Taxes.  Borrower, Guarantor and each Permitted
Affiliate shall make timely payments of all local, state and federal taxes;
provided, however, that none of Borrower, Guarantor or any Permitted
Affiliate need pay any such taxes (a) that it is contesting in good faith
and by appropriate proceedings that were promptly commenced and are being
diligently pursued, and (b) for which Borrower , Guarantor or such
Permitted Affiliate, as applicable, has created an appropriate reserve or other
provision as required by GAAP, and no material property of Borrower, Guarantor
or such Permitted Affiliate is in imminent danger of being lost or forfeited.

	Payment of Expenses.


	Borrower shall pay or reimburse Administrative Agent, within fifteen (15)
days after demand, for (i) the costs of IntraLinks incurred in connection
with the closing of the transactions contemplated by the Loan Documents; and
(ii) all reasonable costs and expenses, including all legal, audit and
review fees and expenses (including the allocated cost of such services by
Administrative Agent's employees) incurred by Administrative Agent in connection
with the preparation, administration (including the cost of any documentation
fees, but excluding other costs and expenses of ordinary collection and
servicing administration while the Loans are not in default), and execution of
any Loan Document and any amendment, supplement, waiver or modification and any
other documents prepared in connection herewith or therewith (whether or not the
particular Loan, transaction or document is consummated).  Such costs and
expenses shall include fees for due diligence and environmental services
(including only those services performed by Administrative Agent or Lender
employees and the cost of those services that Administrative Agent or any Lender
incurs because it believes that such services are required), legal fees and
expenses of counsel, counsel's travel expenses associated with any syndication,
lender meetings or other conferences and any other reasonable fees and costs for
services, regardless of whether such services are furnished by Administrative
Agent's or any Lender's employees or by independent contractors.
	Borrower shall pay or reimburse Administrative Agent for the benefit of each
Lender within fifteen (15) days after demand for all costs and expenses,
including all legal, audit and review fees and expenses (including the allocated
cost of such services by Administrative Agent's employees) incurred by
Administrative Agent in connection with the enforcement or preservation of any
rights or remedies under any Loan Document with respect to a Default or an Event
of Default (including any "workout" or restructuring of the Loans, and
any bankruptcy, insolvency or other similar proceeding, judicial proceeding or
arbitration).




Borrower acknowledges that none of the fees described in
Section 2.10 include amounts payable by Borrower under this
Section 6.2.  All such sums incurred by Administrative Agent or any
Lender and not immediately reimbursed by Borrower within fifteen (15) days of
written notice by Administrative Agent shall be considered an additional loan to
Borrower hereunder at the Default Rate applicable to Reference Rate Loans.  The
agreements in this Section shall survive the termination of the Commitments and
repayment of all other Obligations.

	Financial and Other Information;
Certification.  Borrower shall provide to Administrative Agent the following
financial information and statements for Guarantor and its consolidated
subsidiaries prepared on a consolidated basis:


	Within ninety (90) days after each fiscal year end, the annual audited
consolidated financial statements of Borrower and Guarantor prepared in
accordance with GAAP, and accompanied by the opinion of KPMG Peat Marwick or
another nationally recognized Certified Public Accountant stating that such
consolidated financial statements present fairly the financial positions of
Guarantor and Borrower for the periods indicated in conformity with GAAP applied
on a basis consistent with prior years and are not subject to any "going
concern" or like qualification or exception or any qualification or
exception as to the scope of such audit.
	Within forty-five (45) days after the end of each fiscal quarter, quarterly
unaudited financial statements of Borrower and Guarantor, including cash flow
statements, certified by a Responsible Officer of Borrower, and (to the extent
appropriate),  be prepared on a consolidated basis according to GAAP. 
	Within one hundred twenty (120) days of Guarantor's fiscal year end,
Guarantor's annual report, certified by an appropriate Responsible Officer as
being complete and correct in all material respects. 
	If requested by Administrative Agent, copies of Borrower's and Guarantor's
federal income tax return (with all schedule K-1's attached), within
fifteen (15) days of filing, and, if requested by Administrative Agent, copies
of any extensions of the filing date, certified by an appropriate Responsible
Officer as being complete and correct in all material respects. 
	Within forty-five (45) days after the end of each calendar quarter, an
operating statement and rent roll for each Unencumbered Asset Pool Property in
form and substance reasonably satisfactory to Administrative Agent;
	Copies of Guarantor's Form 10-K Annual Report within ninety (90) days
of its fiscal year end.
	Copies of Guarantor's Form 10-Q Quarterly Report within forty-five (45)
days after the end of each calendar quarter except fiscal year end and copies of
all statements, reports and notices sent or made available generally by Borrower
or Guarantor to their respective security holders at the time they are so sent
or made available, any financial statements contained therein to be certified by
the chief financial officer of Borrower, and (to the extent appropriate) to be
prepared on a consolidated basis according to GAAP and to include Borrower and
Guarantor.
	At the time of each advance, each extension of credit, and each issuance of
a Letter of Credit hereunder, a Compliance Certificate of Borrower in the form
of Exhibit E signed and certified by an authorized financial officer
of Borrower (i) stating specifically that the Outstanding Amount of Loans
plus the Outstanding Amount of L/C Obligations is less than or equal to the
Availability, and (ii) setting forth whether there exists as of the date of
the certificate, any Default or Event of Default under this Agreement and, if
any such Default or Event of Default exists, specifying the nature thereof and
the action Borrower is taking and proposes to take with respect thereto.
	Within sixty (60) days of the end of each calendar quarter and in addition
within ninety (90) days of the end of each calendar year, a Compliance
Certificate of Borrower in the form of Exhibit E signed and
certified by an authorized financial officer of Borrower (i) setting forth
the information and computations (in sufficient detail) to determine the Gross
Asset Value, the Total Liabilities, the Unsecured Debt, the Unencumbered Asset
Pool Value, the EBITDA, the Fixed Charges and the Tangible Net Worth and to
establish that Borrower is in compliance with all financial covenants set forth
in this Agreement at the end of the period covered by the financial statements
then being furnished, (ii) stating specifically that the Outstanding Amount
of Loans plus the Outstanding Amount of L/C Obligations is less than or equal to
the Availability, and (iii) setting forth whether there existed as of the
date of the most recent financial statements of Guarantor and its consolidated
subsidiaries and whether there exists as of the date of the certificate, any
Default or Event of Default under this Agreement and, if any such Default or
Event of Default exists, specifying the nature thereof and the action Borrower
is taking and proposes to take with respect thereto.
	Within thirty (30) days after the end of fiscal year, Borrower's and
Guarantor's one-year calendar budget (showing month-by- month projections).
	Within ninety (90) days after the end of each fiscal year, an annual
business plan for Borrower and Guarantor in form and content reasonably
acceptable to Administrative Agent.
	Any other financial or other information concerning Borrower's, any
Permitted Affiliate's or Guarantor's affairs and properties as Administrative
Agent may reasonably request, to be furnished promptly upon such
request.




Documents required to be delivered pursuant to Section 6.3(f) or
(g) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which Borrower posts such
documents, or provides a link thereto on Borrower's website on the Internet at
its website address; or (ii) on which such documents are posted on Borrower's
behalf on an Internet or intranet website, if any, to which each Lender and
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by Administrative Agent); provided that: (A) upon
request by Administrative Agent, Borrower shall deliver paper copies of such
documents to Administrative Agent until a written request to cease delivering
paper copies is given by Administrative Agent, and (B) Borrower shall notify
(which may be by facsimile or electronic mail)  Administrative Agent of the
posting of any such documents and provide to Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding the foregoing in every instance Borrower shall be required to
provide paper copies of the certificates Sections 6.3(h) and
(i), Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and each
Lender shall be solely responsible for maintaining its copies of such
documents.

	Notices.  Borrower shall promptly notify
Administrative Agent in writing of any knowledge that any officer of Borrower,
any Permitted Affiliate or Guarantor has of:


	any litigation affecting Borrower, any Permitted Affiliate, Guarantor, any
Unencumbered Asset Pool Property, and/or any subsidiary or affiliate of Borrower
or Guarantor that directly owns any Unencumbered Asset Pool Property or any
development property or whose financial results are consolidated with those of
Borrower or Guarantor for reporting purposes, in each case where the aggregate
amount at risk or at issue (including litigation costs and attorneys' fees and
expenses, but excluding claims which, in Administrative Agent's reasonable
judgment, are expected to be covered by insurance) exceeds: (1) in the case
of litigation affecting an Unencumbered Asset Pool Property, an aggregate amount
of $5,000,000, or (2) in the case of litigation affecting Borrower,
Guarantor, any Permitted Affiliate or any such subsidiary or affiliate of
Borrower or Guarantor, an aggregate amount of $25,000,000; 
	any notice that any property or Borrower's, any Permitted Affiliate's or
Guarantor's business fails in any material respect to comply with any applicable
law (including any Environmental Law), regulation or court order, where the
failure to comply could have a material adverse effect on Borrower, such
Permitted Affiliate or Guarantor;
	any material adverse change in the physical condition of any Unencumbered
Asset Pool Property or Borrower's, any Permitted Affiliate's or Guarantor's
financial condition or operations, or any other circumstance that materially
adversely affects Borrower's or a Permitted Affiliate's intended use of any
Unencumbered Asset Pool Property or Borrower's ability to repay the Loan;
	any Default or Event of Default, and any failure to comply with this
Agreement or any other Loan Document or any other material agreement to which
Borrower, Guarantor or any Permitted Affiliate is a party, where such
noncompliance has a material adverse effect on the ability of Borrower,
Guarantor or any Permitted Affiliate to perform their respective obligations
under the terms of the Loan Documents; 
	any change in Borrower's or Guarantor's or any Permitted Affiliate's name,
legal structure, jurisdiction of formation, place of business to a state other
than the State of California, or chief executive office to a state other than
the State of California if Borrower or Guarantor has more than one place of
business;
	any actual or threatened condemnation of any portion of any Unencumbered
Asset Pool Property given in writing to Borrower or any Permitted Affiliate, as
the case may be, by any Governmental Authority, or any loss of or substantial
damage to any Unencumbered Asset Pool Property;
	any notice of any cancellation, alteration or non-renewal of any insurance
coverage maintained with respect to any Unencumbered Asset Pool Property;
	any written notice received by Borrower from any Governmental Authority that
any Unencumbered Asset Pool Property, or any use activity, operation or
maintenance thereof or thereon, is not in compliance with any law, including any
Environmental Laws, and including notice of (i) any and all enforcement,
cleanup, removal or other governmental or regulatory actions instituted,
completed or threatened against Borrower or any Permitted Affiliate or any of
their respective Unencumbered Asset Pool Properties pursuant to any applicable
Environmental Laws, and (ii) any environmental or similar condition on any
real property adjoining or in the vicinity of any Unencumbered Asset Pool
Property of Borrower or any Permitted Affiliate that could reasonably be
anticipated to cause the applicable Unencumbered Asset Pool Property or any part
thereof to be subject to any restrictions on the ownership, occupancy,
transferability or use of such Unencumbered Asset Pool Property under any
Environmental Laws.




	Negative Covenants.

	Limitations on Certain Activities.  Without
the prior written consent of the Required Lenders (or Administrative Agent at
the request of the Required Lenders), which consent shall not be unreasonably
withheld or delayed:


	Borrower shall not engage in any business activities that would result in
less than seventy percent (70%) of the Gross Asset Value being derived from
multifamily residential apartments;
	other than in the ordinary course of Borrower's business, Borrower shall not
lease all or a substantial part of Borrower's business or Borrower's
assets;
	neither Borrower nor Guarantor shall enter into or invest in any
consolidation, merger, pool, syndicate or other combination unless Borrower or
Guarantor, as applicable, is the surviving entity and control of Borrower does
not change. 
	the legal structure of Borrower shall not change from a limited partnership
that is an operating partnership whose sole general partner is Guarantor, the
legal structure of Guarantor shall not change from a publicly traded real estate
investment trust under the provisions of Internal Revenue Code Sections 856
and 857, and the legal structure of Borrower and Guarantor shall not change from
as a so-called up-REIT;
	Borrower's, Guarantor's or any Permitted Affiliate's jurisdiction of
formation, place of business, or chief executive office (if Borrower, Guarantor
or such Permitted Affiliate has more than one place of business) shall not
change except upon thirty (30) days' prior written notice to Administrative
Agent;
	Borrower's general partner shall not change from Guarantor; and
	Guarantor shall not suffer a change in its executive management such that
Keith Guericke is no longer Chief Executive Officer, George M. Marcus is no
longer Chairman of the Board of Directors or Michael J. Schall is no longer
Chief Financial Officer, unless such executive management is replaced by parties
reasonably acceptable to Administrative Agent within one hundred eighty (180)
days.




	Acquisition Down-REITs.  Borrower and
Guarantor shall not in any case:


	form additional down-REITs for property acquisitions (an
"Acquisition down-REIT") unless they comply on an on-going
basis with each of the following conditions:

	such Acquisition down-REIT is a limited partnership or limited liability
company, and EMC or any wholly owned subsidiary of Borrower or Guarantor shall
be the sole general partner of any such partnership or the sole managing member
of such limited liability company;
	Guarantor and/or Borrower and/or EMC shall have effective management control
of each Acquisition down-REIT and each property owned by such Acquisition down-
REIT; and
	limited partners or members of such Acquisition down-REIT shall receive only
partnership units or membership interests in the Acquisition down-REIT and/or
cash for value contributed.



	liquidate or dissolve Borrower's or Guarantor's business or the business of
any Permitted Affiliate (with the exception of a Permitted Affiliate that owns
only one asset, in which case the business of such Permitted Affiliate may be
liquidated or dissolved as long as, prior to or contemporaneously with such
liquidation or dissolution, (x) all of the Unencumbered Asset Pool Property
owned by such Permitted Affiliate is removed from the Unencumbered Asset Pool by
Borrower pursuant to Section 4.1(b), (y) such Unencumbered Asset
Pool Property is no longer included in the calculation of Availability
hereunder, (z) after the removal of such Unencumbered Asset Pool Property,
the aggregate Outstanding Amount of Loans plus the Outstanding Amount of L/C
Obligations will be less than or equal to the Availability and no Event of
Default exists); or
	dispose of all or substantially all of Borrower's or Guarantor's business or
of Borrower's or Guarantor's assets or the business or assets of any Permitted
Affiliate (with the exception of a Permitted Affiliate that owns only one asset,
in which case the business or assets of such Permitted Affiliate may disposed of
as long as, prior to or contemporaneously with such disposition, (x) all of
the Unencumbered Asset Pool Property owned by such Permitted Affiliate is
removed from the Unencumbered Asset Pool by Borrower pursuant to Section
4.1(b), (y) such Unencumbered Asset Pool Property is no longer included
in the calculation of Availability hereunder, (z) after the removal of such
Unencumbered Asset Pool Property, the aggregate Outstanding Amount of Loans plus
the Outstanding Amount of L/C Obligations will be less than or equal to the
Availability and no Event of Default exists).
	Type of Business; Development Covenants.
Borrower shall own, manage, finance, lease and/or operate as an owner of
multifamily residential properties, and all of Borrower's other business
activities and investments shall be incidental thereto.  Guarantor and its
consolidated subsidiaries shall not own at any time, on a consolidated
basis:


	unentitled land whose aggregate value exceeds three percent (3%) of Gross
Asset Value, or entitled and unentitled land whose aggregate value exceeds seven
and one-half percent (7.5%) of Gross Asset Value; or
	any single property under development whose value (at projected total cost)
exceeds five percent (5%) of Gross Asset Value; or
	properties under development whose aggregate value (at projected total cost)
exceeds twenty-five percent (25%) of Gross Asset Value; or
	Joint Venture Investments whose aggregate value exceeds twenty percent (20%)
of Gross Asset Value; or
	Capital Interests in Acquisition down-REITs the aggregate value of which
Capital Interests exceeds five percent (5%) of Gross Asset Value.




For the purpose of calculating the development limits contained in
paragraphs (a), (b) and (c) above, projects that have not yet attained a
stabilized occupancy (which, for this purpose only, shall be ninety percent
(90%) occupancy) shall be valued at one hundred percent (100%) of the projected
total cost of the project (multiplied, if such project is owned by a Joint
Venture, by Borrower's Capital Interest in such Joint Venture).  Projects that
attain ninety percent (90%) occupancy shall no longer be considered for the
purpose of calculating the development limits contained in paragraphs (a),
(b) and (c) above.

	Performance of Acts.  Upon request by
Administrative Agent, Borrower, Guarantor and each Permitted Affiliate shall
perform all acts required of them which may be reasonably necessary or advisable
to carry out the intent of the Loan Documents.
	Keeping Guarantor Informed.  Borrower shall
keep Guarantor and each Permitted Affiliate (and any other Person giving a
guaranty to Administrative Agent and Lenders with regard to the Loans), in its
capacity as a guarantor, informed of Borrower's financial condition and business
operations and all other circumstances that may affect Borrower's ability to pay
or perform its obligations under the Loan Documents.  In addition, Borrower
shall deliver to Guarantor, each Permitted Affiliate and any other guarantor all
of the financial information required to be furnished to Administrative Agent
hereunder.
	Maximum Total Liabilities to Gross Asset
Value.  Total Liabilities at the end of each calendar quarter shall not
exceed fifty-five percent (55%) of Gross Asset Value at such time.
	Unsecured Debt to Unencumbered Asset Value.
The amount of Unsecured Debt at the end of each calendar quarter shall not
exceed fifty-five percent (55%) of the Unencumbered Asset Pool Value at such
time.
	Fixed Charge Coverage Ratio.  The ratio of
EBITDA for each calendar quarter divided by the amount of Fixed Charges for such
calendar quarter shall not be less than 1.60:1.0.
	Tangible Net Worth.  The Tangible Net Worth of
Guarantor and its consolidated subsidiaries at the end of each calendar quarter
must not be less than the sum of (1) $470,000,000 plus (2) eighty
percent (80%) of the net proceeds of all equity issues or sales (including
common stock, preferred stock, and operating partnership units) that close after
the Closing Date.
	Maximum Quarterly Dividends.   Guarantor shall
not declare or pay any distributions or dividends except from cash flow
available for distributions or dividends and earned during the immediately
preceding fiscal year, and in any event not in excess of ninety-five percent
(95%) of Funds From Operations on a rolling four (4) calendar quarter basis.
The total of common and preferred stock dividends in any calendar quarter may
exceed Funds From Operations for the quarter only to the extent necessary for
Guarantor to retain its status as a real estate investment trust under the
provisions of Internal Revenue Code Sections 856 and 857.  Notwithstanding
the foregoing, during the continuance of any Event of Default, aggregate
distributions shall not exceed the minimum amount that Guarantor must distribute
to its shareholders in order to qualify as a real estate investment trust under
the provisions of Internal Revenue Code Sections 856 and 857.
	Negative Pledge; Limitations on
Indebtedness.


	Neither Borrower nor any Permitted Affiliate shall create, assume, or allow
any Lien (including any judicial lien) on any Unencumbered Asset Pool Property,
and neither Borrower nor Guarantor shall create, assume or allow any Lien
(including any judicial lien) on Borrower's or Guarantor's direct or indirect
ownership interests in any Permitted Affiliate, except for Permitted Liens.

	Neither Borrower nor any Permitted Affiliate shall create, assume or allow
any negative pledge agreement in favor of any other Person affecting or relating
to any Unencumbered Asset Pool Property; provided, however, that
notwithstanding the foregoing, such a provision may be contained in an unsecured
credit facility that is obtained by Borrower or a Permitted Affiliate, provided
that such credit facility provides no more than $30,000,000 of credit
availability, in the aggregate, to Borrower, Guarantor and the Permitted
Affiliates.  In addition, neither Borrower, Guarantor nor any Permitted
Affiliate shall incur any Indebtedness except (i) Secured Debt,
(ii) trade debt incurred in the ordinary course of business,
(iii) Indebtedness arising under conditional sale contracts or personal
property leases entered into in the ordinary course of business, (iv) unsecured
Indebtedness in an aggregate amount not to exceed $30,000,000 at any time, or
(v) Indebtedness owing to Borrower, Guarantor, a Permitted Affiliate or any
of their respective Affiliates that has been subordinated in right of payment to
the full and prior repayment to Administrative Agent and Lenders of the Credit
Line pursuant to a subordination agreement in form and substance acceptable to
Administrative Agent in its reasonable discretion.
	Borrower and each Permitted Affiliate shall have the right to contest in
good faith by appropriate legal or administrative proceeding the validity of any
prohibited Lien affecting its properties so long as (i) no Event of Default
exists and is continuing, (ii) Borrower or such Permitted Affiliate, as
applicable, first deposits with Administrative Agent a bond or other security
satisfactory to Administrative Agent in the amount reasonably required by
Administrative Agent; (iii) Borrower or such Permitted Affiliate, as
applicable, immediately commences its contest of such Lien and continuously
pursues the contest in good faith and with due diligence; (iv) foreclosure
of the Lien is stayed; and (v) Borrower or such Permitted Affiliate, as
applicable, pays any judgment rendered for the Lien claimant or other third
party, unless such judgment has been stayed as the result of an appeal, within
thirty (30) days after the entry of the judgment.  Borrower or such Permitted
Affiliate, as applicable, will discharge or elect to contest and post an
appropriate bond or other security within thirty (30) days of written demand by
Administrative Agent.




	Change in Ownership of Borrower or Management of
the Unencumbered Asset Pool Property.  Borrower shall not cause, permit or
suffer (a) any change of the general partner of Borrower, (b) any
change in the control of Guarantor (whether by tender offer for a majority of
the outstanding shares of Guarantor, a merger in which Guarantor is not the
surviving entity, or otherwise), (c) any Permitted Affiliate to be less
than wholly-owned (directly or indirectly) by Borrower or Guarantor, as long as
any Unencumbered Asset Pool Property owned by such Permitted Affiliate is
included in the Unencumbered Asset Pool and the calculation of Availability; or
(d) any Person other than Guarantor or an Affiliate of Guarantor to manage
an Unencumbered Asset Pool Property.  Notwithstanding the foregoing, a Permitted
Affiliate or, subject to the prior written consent of the Required Lenders
(except in the case of R.A. Snyder Properties, Inc., and ConAm Management
Corporation, for which no prior written consent shall be required), which
consent shall not be unreasonably withheld or delayed, an independent third-
party, may manage an Unencumbered Asset Pool Property following the addition of
such property into the Unencumbered Asset Pool pursuant to
Section 4.
	Books and Records.  Each of Guarantor,
Borrower and each Permitted Affiliate and each of their respective subsidiaries
shall maintain adequate books and records (provided that, with respect to
the Permitted Affiliates and subsidiaries, such books and records shall mean its
income and expense statements).
	Audits.  Borrower, Guarantor and each
Permitted Affiliate shall allow Administrative Agent and its agents to inspect
its properties and examine, audit and make copies of its books and records at
any reasonable time upon reasonable notice to Borrower.  If any of the
properties, books or records of Borrower, Guarantor or any Permitted Affiliate
are in the possession of a third party, Borrower, Guarantor or such Permitted
Affiliate, as applicable, shall authorize that third party to permit
Administrative Agent or its agents to have access to perform inspections or
audits and to respond to Administrative Agent's requests for information
concerning such properties, books and records.
	Cooperation.  Borrower, Guarantor and each
Permitted Affiliate shall take any action reasonably requested by Administrative
Agent to carry out the intent of this Agreement.
	ERISA Plans.  Borrower shall give prompt
written notice to Administrative Agent of the occurrence of any ERISA
Event.
	Use of Proceeds.  Borrower shall use the
proceeds of the Loan only for (a) financing for acquisition of real and
personal property, (b) letters of credit, (c) working capital in
Borrower's business, and (d) other purposes permitted by Borrower's
organizational documents as they appear as of the Closing Date, but not for the
repurchase of the common stock of Guarantor.
	Use of Proceeds - Ineligible Securities.
Borrower shall not use any proceeds of the Loans, directly or indirectly, to
purchase or carry, or reduce or retire any loan incurred to purchase or carry,
any "Margin Stock" (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock.
	Existing Convertible "Flipper"
Loans.  Within twenty-five (25) days prior to Borrower's conversion (each, a
"Conversion") of any portion of the existing $122,378,000 of
"flipper" loans from a secured to an unsecured status, Borrower shall
provide Lender with an executed certificate of compliance (each, a
"Certificate of Compliance") notifying Lender of such
Conversion and containing a covenant that after the occurrence of any Conversion
Borrower shall continue to be in compliance with all covenants required under
the terms of this Agreement.
	REPRESENTATIONS AND WARRANTIES.  When Borrower
and Guarantor sign this Agreement, and until Administrative Agent and Lenders
are repaid in full, Borrower and Guarantor make the following representations
and warranties.  Each request for an extension of credit constitutes a renewed
representation and warranty.


	Organization of Borrower, Guarantor and each
Permitted Affiliate.  Borrower is a limited partnership duly formed, validly
existing and in good standing under the laws of California.  Guarantor and each
Permitted Affiliate is an entity duly organized, validly existing and in good
standing under the laws of its state of formation or organization.
	Authorization.  The execution and compliance
with this Agreement and each Loan Document to which Borrower, Guarantor and each
Permitted Affiliate is a party are within such Person's powers, have been duly
authorized, and do not conflict with any of such Person's organizational or
formation papers. 
	Enforceable Agreement.  This Agreement is a
legal, valid and binding agreement of Borrower, enforceable against Borrower in
accordance with its terms, and it and any Loan Document to which it, Guarantor
or any Permitted Affiliate is a party, when executed and delivered, will be
similarly legal, valid, binding and enforceable, except as the same may be
limited by insolvency, bankruptcy, reorganization, or other laws relating to or
affecting the enforcement of creditors' rights or by general equitable
principles.
	Good Standing.  In each state in which
Borrower, Guarantor and each Permitted Affiliate does business, it is properly
licensed, in good standing, and, where required, in compliance with fictitious
name statutes.
	No Conflicts.  Neither Borrower, Guarantor,
any Permitted Affiliate, nor the Unencumbered Asset Pool Property, are in
violation of, nor do the terms of this Agreement or any other Loan Document
conflict with, any law (including any Environmental Laws), regulation or
ordinance, any order of any court or governmental entity, any organizational
documents of Borrower or Guarantor, or any covenant or agreement affecting
Borrower, Guarantor or any Permitted Affiliate or the Unencumbered Asset Pool
Property, which has a material adverse effect on Borrower, Guarantor or any
Permitted Affiliate or the Unencumbered Asset Pool Property.
	Financial Information.  All financial
information which has been and will be delivered to Administrative Agent,
including all information relating to the financial condition of Borrower,
Guarantor, any Permitted Affiliate and the Unencumbered Asset Pool Property, did
as of its date fairly and accurately represent the financial condition being
reported on.  All such information was and will be prepared in accordance with
GAAP, unless otherwise noted.  Since December 31, 2003, there has been no
material adverse change in the financial condition of Borrower, Guarantor, any
Permitted Affiliate or the Unencumbered Asset Pool Property. 
	Borrower Not a "Foreign Person".
Borrower is not a "foreign person" within the meaning of
Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended from
time to time.
	Lawsuits.  There are no lawsuits, actions, tax
claims, investigations, proceedings, or other disputes, pending or threatened,
in any court or before any arbitrator or Governmental Authority that purport to
affect Borrower, Guarantor, any subsidiaries or affiliates of Borrower or
Guarantor, any Unencumbered Asset Pool Property, or any transaction contemplated
by this Agreement or any other Loan Document that will have a material adverse
effect on Borrower, Guarantor, any Unencumbered Asset Pool Property, or any
subsidiaries or affiliates of Borrower or Guarantor, or any transaction
contemplated by this Agreement or any other Loan Document, or on the ability of
Borrower, Guarantor or any of their subsidiaries or affiliates, to perform their
respective obligations under the Loan Documents.
	Permits, Franchises.  Borrower, Guarantor and
each Permitted Affiliate possesses all permits, memberships, franchises,
contracts and licenses required and all trademark rights, trade name rights,
patent rights and fictitious name rights necessary to enable it to conduct the
business in which it is now engaged.
	Other Obligations.  None of Borrower,
Guarantor or any Permitted Affiliate is in material default (taking into account
all applicable cure periods, if any) on any material obligation for borrowed
money, any purchase money obligation or any other material lease, commitment,
contract, instrument or obligation.
	Income Tax Returns.  Except as otherwise
disclosed to Administrative Agent in a writing referring to this
Section 7.11, Borrower has no knowledge of any pending assessments
or adjustments of the income tax of Borrower, Guarantor or any Permitted
Affiliate in an amount in excess $500,000 for any year, individually or in the
aggregate.
	No Event of Default.  There is no event which
is, or with notice or lapse of time or both would be, an Event of Default under
this Agreement.
	ERISA Plans.


	Borrower has fulfilled its obligations, if any, under the minimum funding
standards of ERISA and the Code with respect to each Plan and is in compliance
in all material respects with the presently applicable provisions of ERISA and
the Code, and has not incurred any liability with respect to any Plan under
Title IV of ERISA.
	No Reportable Event has occurred.
	No action by Borrower to terminate or withdraw from any Plan has been taken
and no notice of intent to terminate a Plan has been filed under
Section 4041 of ERISA.
	No proceeding has been commenced with respect to a Plan under
Section 4042 of ERISA, and no event has occurred or condition exists which
might constitute grounds for the commencement of such a proceeding.




	Location of Borrower.  Borrower's place of
business (or, if Borrower has more than one place of business, its chief
executive office) is located at the address listed under Borrower's signature on
this Agreement or at such other place as to which Borrower has notified
Administrative Agent in writing.
	No Required Third Party/Governmental
Approvals.  No approval, consent, exemption, authorization, or other action
by, or notice to, or filing with any third party or any Governmental Authority,
is necessary or required in connection with the execution, delivery or
performance of this Agreement or any other Loan Document to which Borrower,
Guarantor or any Permitted Affiliate is a party, or the enforcement of any such
agreements against Borrower, Guarantor or any Permitted Affiliate.
	Regulated Entities.  Neither Borrower nor any
Person controlling Borrower is (a) an "Investment Company" within
the meaning of the Investment Company Act of 1940; or (b) subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other federal or state statute or regulation limiting its ability to incur
Indebtedness.
	DEFAULT AND REMEDIES.


	Events of Default.  Borrower will be in
default under this Agreement upon the occurrence of any one or more of the
following events ("Event of Default"):


	Borrower fails to make any payment due hereunder, or fails to make any
payment demanded by Administrative Agent under any Loan Document, on the earlier
of (i) the Maturity Date or (ii) within fifteen (15) days after
(x) the date when due or (y) if the payment is unscheduled, the date
when payment is demanded by Administrative Agent; or 
	Borrower fails to perform or observe any term, covenant or agreement
contained in (i) any of Sections 6.13 or 6.21; or
(ii) any of Sections 6.1.3, 6.3, 6.5, 6.14, 6.15 or 6.17 and
does not cure that failure within fifteen (15) days after written notice from
Administrative Agent; or (iii) Section 6.4 and does not cure that
failure within fifteen (15) days after Borrower's Knowledge of such failure; or
(iv) Section 6.15 and does not cure such failure within fifteen (15)
days after the occurrence of such failure; or (v) any of Sections 6.9,
6.10, 6.11 or 6.12 and does not cure that failure within forty-five (45)
days after the end of the fiscal quarter in which such Default arose; 
	Borrower fails to comply with any covenant contained in this Agreement other
than those referred to in clauses (a) and (b), and does not either cure
that failure within thirty (30) days after written notice from Administrative
Agent, or, if the default cannot be cured in thirty (30) days, Borrower fails to
promptly commence cure (in any event, within ten (10) days after receipt of such
notice), and thereafter diligently prosecute such cure to completion, and
complete such cure within ninety (90) days after receipt of such notice; or
	(i) Borrower, any Permitted Affiliate or Guarantor institutes or
consents to the institution of any Insolvency Proceeding, makes an assignment
for the benefit of creditors or applies for or consents to the appointment of
any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its property; (ii) any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of Borrower, any
Permitted Affiliate or Guarantor and the appointment continues undischarged or
unstayed for 60 calendar days; (iii) any Insolvency Proceeding relating to
Borrower, any Permitted Affiliate or Guarantor or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; (iv) Borrower, any Permitted Affiliate or Guarantor
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (b) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of Borrower, any Permitted Affiliate or Guarantor and is not released,
vacated or fully bonded within 30 days after its issue or levy; or
	Borrower, any Permitted Affiliate or Guarantor dissolves or liquidates;
or
	Any representation or warranty made or given in any of the Loan Documents
proves to be false or misleading in any material respect; or
	Guarantor or any Permitted Affiliate breaches or fails to comply with any
covenant contained in this Agreement or any other Loan Document applicable to
it, other than those defaults included within clause (b) above, and does not
cure that failure within thirty (30) days after written notice from
Administrative Agent, or, if the default cannot be cured in thirty (30) days,
Guarantor or such Permitted Affiliate fails to promptly commence cure (in any
event, within ten (10) days after receipt of such notice), and thereafter
diligently prosecute such cure to completion, and complete such cure within
ninety (90) days after receipt of such notice; or
	A defined event of default occurs under any of the Loan Documents; or
	A final non-appealable judgment or order is entered against Borrower, any
Permitted Affiliate or Guarantor that materially adversely affects
(i) Borrower's or such Permitted Affiliate's intended use of one or more of
the Unencumbered Asset Pool Properties (subject to Borrower's right to remove
any Unencumbered Asset Pool Property from the Unencumbered Asset Pool pursuant
to Section 4.1(b)) or (ii) Borrower's, any Permitted
Affiliate's or Guarantor's ability to repay the Loan; or
	Borrower, Guarantor or any Permitted Affiliate fails, after the expiration
of applicable cure periods, if any, to perform any obligation under any other
agreement Borrower has with Administrative Agent or any Lender or any Affiliate
of Administrative Agent or any Lender; or
	Borrower, Guarantor or a Permitted Affiliate defaults (taking into account
applicable cure periods, if any) in connection with any credit such Person has
with any holder of Indebtedness of such Person, if (1) the default consists
of the failure to make a payment in excess of $5,000,000 when due, or
(2) one or more obligations that are recourse to Borrower, Guarantor or a
Permitted Affiliate whose outstanding principal amount exceeds $15,000,000 in
the aggregate have been accelerated; or 
	There is a material adverse change in Borrower's or Guarantor's financial
condition, or an event or condition that materially impairs Borrower's or a
Permitted Affiliate's intended use of one or more of the Unencumbered Asset Pool
Properties (subject to Borrower's right to remove any Unencumbered Asset Pool
Property from the Unencumbered Asset Pool pursuant to
Section 4.1(b)) which materially impairs Borrower's or Guarantor's
ability to repay the Loan; or
	Guarantor shall no longer qualify as a real estate investment trust under
the provisions of Code Sections 856 and 857; or 
	(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability
of Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan
or the PBGC in an aggregate amount in excess of $15,000,000, or (ii) Borrower or
any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of $15,000,000; or 
	Any Loan Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or satisfaction in full of
all the Obligations, ceases to be in full force and effect (unless such Loan
Document is replaced in a manner reasonably satisfactory to Administrative
Agent); or any of Borrower, Guarantor or a Permitted Affiliate or a subsidiary
of any of them contests in any manner the validity or enforceability of the
remedies of Administrative Agent, the L/C Issuer or any Lender under any Loan
Document; or a party to a Loan Document (other than any Lender or Administrative
Agent) denies that it has any further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan
Document.




Notwithstanding the foregoing, any event or circumstance described in the
foregoing clauses (a)-(o) with respect to any Permitted Affiliate shall not
constitute an Event of Default hereunder as long as, no later than 30 days after
Borrower's Knowledge of such event or circumstance, (i) all of the
Unencumbered Asset Pool Property owned by such Permitted Affiliate is removed
from the Unencumbered Asset Pool by Borrower pursuant to Section 4.1(b),
(ii) such Unencumbered Asset Pool Property is no longer included in the
calculation of Availability hereunder, (iii) after the removal of such
Unencumbered Asset Pool Property, the aggregate Outstanding Amount of Loans plus
the Outstanding Amount of L/C Obligations will be less than or equal to the
Availability and no Event of Default exists.

	Remedies.  If any Event of Default occurs,
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders:

	Termination of Commitment to Lend.  Declare
the Commitment of each Lender to make Loans (including Swing Loans) or the
commitment of the L/C Issuer to issue Letters of Credit to be terminated,
whereupon such commitment shall forthwith be terminated; provided, however, that
Administrative Agent and the Lenders shall continue to honor any outstanding
Letter of Credit; and
	Acceleration of Loans.  Declare the unpaid
principal amount of all outstanding Loans, all interest accrued and unpaid
thereon, and all other amounts owing or payable hereunder or under any other
Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by
Borrower; and
	Security for Letters of Credit.  Require that
Borrower deposit with Administrative Agent, for the benefit of the Lenders, on
demand and as cash security for Borrower's obligations under the Loan Documents,
Cash Collateral in an amount equal to the aggregate undrawn amount of all then
outstanding Letters of Credit (and Borrower hereby grants to Administrative
Agent, as administrative agent for the Lenders, a security interest in any such
amount deposited with Administrative Agent (and any amount deposited with
Administrative Agent pursuant to Section 2.7.2(a)), all earnings
thereon and all proceeds thereof, and as to such amounts Administrative Agent
shall have the rights and remedies of a secured party under the California
Uniform Commercial Code); provided that upon the occurrence of any event
specified in Section 8.1(d) above with respect to Borrower or
Guarantor, such amounts shall automatically become due and payable without
further act of Administrative Agent or the Lenders; and
	Exercise of Rights and Remedies.  Exercise all
rights and remedies available to it under the Loan Documents or applicable law;
provided, however, that upon the occurrence of any event specified in
Section 8.1(d) above the obligation of each Lender to make Loans and
the obligation of the L/C Issuer to issue Letters of Credit shall automatically
terminate, and the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall automatically become due and
payable without further act of Administrative Agent or any Lender.



	Rights Not Exclusive.  The rights provided for
in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by law or
in equity, or under any other instrument, document or agreement now existing or
hereafter arising.
	Application of Funds.  After the exercise of
remedies provided for in Section 8.2 (or after the Loans have
automatically become immediately due and payable and the undrawn amount of
outstanding Letters of Credit have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.2.3), any amounts
received on account of the Obligations shall be applied by Administrative Agent
in the following order:

First, to payment of that portion of the Obligations constituting
fees, indemnities, expenses and other amounts (including legal fees and expenses
and amounts payable under Sections 2.10, 6.2, 11.3 and 11.4)
payable to Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including amounts payable under Sections 2.10, 3.1, 3.3, 3.4,
6.2, 11.3 and 11.4), ratably among them in proportion to the amounts
described in this clause Second are payable to them;

Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations,
ratably among the Lenders in proportion to the respective amounts described in
this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in
proportion to the respective amounts described in this clause Fourth held
by them;

Fifth, to Administrative Agent for the account of the L/C Issuer to
Cash Collateralize the aggregate undrawn amount of Letters of Credit; and

Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to Borrower or as otherwise required by law.

Subject to Section 2.4.5, amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under such
Letters of Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.

	LAW AND DISPUTE RESOLUTION.  

(a)THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA (WITHOUT REGARD TO CONFLICTS OF LAW RULES); PROVIDED THAT THE
PARTIES HERETO AND TO THE LOAN DOCUMENTS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF CALIFORNIA SITTING IN SAN FRANCISCO, OR OF THE UNITED STATES FOR THE
NORTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, BORROWER, ADMINISTRATIVE Agent AND EACH BANK CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
BORROWER, ADMINISTRATIVE AGENT AND EACH BANK IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT
OR OTHER DOCUMENT RELATED THERETO.  BORROWER, ADMINISTRATIVE AGENT AND EACH BANK
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

(c)BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS
WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH CLAIM OR CONTROVERSY AND ANY ACTION
ON SUCH CLAIM OR CONTROVERSY  THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY MADE BY BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS, AND
BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS HEREBY REPRESENT THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THE LOAN DOCUMENTS.  BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS ARE EACH
HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION 9 IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT
FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE EXECUTION OF
THE LOAN DOCUMENTS AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL
COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.

	ADMINISTRATIVE AGENT.


	Appointment and Authorization of Administrative
Agent.  

(a)Each Lender hereby irrevocably appoints,
designates and authorizes Administrative Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document, and to
exercise such powers and perform such duties, as are expressly delegated to it
by the terms of this Agreement and any other Loan Document, together with such
powers as are reasonably incidental thereto.

(b)The L/C Issuer shall act on behalf of the
Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits and
immunities (i) provided to Administrative Agent in this Article 10
with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and the applications and agreements for letters of credit pertaining to such
Letters of Credit as fully as if the term "Administrative Agent" as
used in this Article 10 and in the definition of "Agent-Related
Person" included the L/C Issuer with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to the L/C
Issuer.

	Administrative Agent's Powers.  Subject to the
limitations set forth in the Loan Documents, Administrative Agent's powers
include but are not limited to the power: (a) to administer, manage and
service the Loans; (b) to enforce the Loan Documents; (c) to make all
decisions under the Loan Documents in connection with the day-to-day
administration of the Loans, any inspections required by the Loan Documents, and
other routine administration and servicing matters; (d) to collect and
receive from Borrower or any third persons all payments of amounts due under the
terms of the Loan Documents and to distribute the amounts thereof to the
Lenders; (e) to collect and distribute or disburse all other amounts due
under the Loan Documents; (f) to grant or withhold consents, approvals or
waivers, and make any other determinations in connection with the Loan
Documents; and (g) to exercise all such powers as are incidental to any of
the foregoing matters.  Administrative Agent shall furnish to the Lenders copies
of material documents, including confidential ones, received from Borrower
regarding the Loans, the Loan Documents and the transactions contemplated
thereby.  Administrative Agent shall have no responsibility with respect to the
authenticity, validity, accuracy or completeness of the information provided.
Administrative Agent will exercise its powers under this Agreement in the
ordinary course of business and in accordance with Administrative Agent's usual
practices, as may be modified from time to time as Administrative Agent deems
appropriate under the circumstances.  Except as expressly set forth in this
Agreement or the other Loan Documents, Administrative Agent shall be entitled to
use its discretion in taking or refraining from taking any actions in connection
with the Loans and the Loan Documents.  Agent may, in its sole discretion,
request the Lenders' consent to an action for which their consent is not
required under this Agreement or the other Loan Documents, but any such request
shall not create any express or implied requirement that the Lenders' consent to
any action be obtained except as expressly provided in this Agreement or the
other Loan Documents.  Administrative Agent may exercise any of its powers under
this Agreement or any other Loan Document by or through agents or employees, and
shall be entitled to advice of counsel concerning all matters pertaining to such
actions.  Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or counsel that Administrative Agent selects with
reasonable care.
	Limitation on Administrative Agent's Duties.
Notwithstanding any contrary provision of any Loan Document, Administrative
Agent shall not have any duties or responsibilities except those expressly set
forth in the Loan Documents, nor shall Administrative Agent have any fiduciary
relationship with any Lender, and no implied covenants, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document against Administrative Agent.  Without limiting the
generality of the foregoing sentence, the use of the term "Agent"
herein and in the other Loan Documents with reference to Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law.  Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.
	Liability of Administrative Agent.  None of
Agent-Related Persons shall (i) be liable for any action taken or omitted
to be taken by any of them in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except for such Person's own
gross negligence or willful misconduct), or (ii) be responsible to any of
the Lenders for any statement, representation or warranty made by Borrower,
Guarantor, any Permitted Affiliate or any affiliate of Borrower or Guarantor
contained in any Loan Document or in any certificate, report, statement or other
document provided in connection with this Agreement or any Loan Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of Borrower, Guarantor
or any Permitted Affiliate to perform its obligations under any Loan Document.
Except as expressly provided in this Agreement, no Agent-Related Person shall be
under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of Borrower, Guarantor or any Permitted Affiliate or any of
their subsidiaries or affiliates.
	Co-Agents.  None of the Lenders identified on
the face page or the signature pages of this Agreement as a "Co-Agent"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement or the other Loan Documents other than those applicable to all
Lenders as such.
	Credit Decision.  Each Lender acknowledges
that none of Agent-Related Persons has made any representation or warranty to
it, and that no act by Administrative Agent hereinafter taken, including any
review of the affairs of Borrower, Guarantor or any Permitted Affiliate, shall
be deemed a representation or warranty by any Agent-Related Person to any
Lender.  Each Lender represents to Administrative Agent that, independently and
without reliance upon any Agent-Related Person, and based on such documents and
information as it has deemed appropriate, such Lender has made, and will
continue to make, its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of Borrower, Guarantor and each Permitted Affiliate, the value
of and title to any and all Unencumbered Asset Pool Properties, and all
applicable financial and regulatory laws relating to the transactions
contemplated hereby, and made and will continue to make its own decision to
enter into this Agreement and to extend credit to Borrower, and that it will
continue to make its own credit analysis and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of Borrower, Guarantor and each Permitted Affiliate.  Except
for notices, reports and other documents that Administrative Agent is expressly
required to furnish to Lenders, Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning Borrower, Guarantor, any Permitted Affiliate or any Unencumbered
Asset Pool Property that may come into the possession of any Agent-Related
Person.
	Indemnification; Cost and Expenses.

(a)Lenders, according to their respective Pro Rata
Shares, shall indemnify any Agent-Related Person upon demand from and against
any and all Indemnified Liabilities to the extent not reimbursed by or on behalf
of Borrower and without limiting the obligation of Borrower to do so.  However,
no Lender shall be liable for the payment of Indemnified Liabilities to any
Agent-Related Person to the extent that such Indemnified Liabilities result from
such Agent-Related Person's gross negligence or willful misconduct,
provided, however, that no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section.

(b)Each Lender shall reimburse Administrative
Agent upon demand for its Pro Rata Share of any costs or expenses (including
legal fees) incurred by Administrative Agent in connection with the preparation,
administration, modification or enforcement of, or legal advice in connection
with, this Agreement or any other Loan Document to the extent that
Administrative Agent is not reimbursed for such expenses by or on behalf of
Borrower.

(c)Each Lender is severally but not jointly liable
to Borrower according to its Pro Rata Share under the Loan Documents.  Each
Lender agrees to indemnify the other Lenders and Administrative Agent with
respect to claims, liabilities, damages or losses arising out of the failure of
said indemnifying Lender to meet its obligations under the Loan
Documents.

(d)The undertakings in this
Section 10.7 shall survive the termination of this Agreement and the
other Loan Documents, the payment of all obligations hereunder and the
resignation or replacement of Administrative Agent.

	Administrative Agent in its Individual
Capacity.  Each Lender acknowledges that Administrative Agent and its
Affiliates now or in the future may have borrowing or other financial
relationships, including being an agent on other loans, with Borrower,
Guarantor, any Permitted Affiliate and their respective affiliates, as though
BankAmerica were not Administrative Agent hereunder and without notice to or any
consent of Lenders.  Each Lender hereby expressly waives any objection to such
actual or potential conflict of interest (subject however to Lenders' right to
replace Administrative Agent as provided herein).  Each Lender acknowledges that
in the course of such activities BankAmerica or its Affiliates may receive
information regarding Borrower, Guarantor, a Permitted Affiliate or their
respective affiliates and acknowledge that Administrative Agent shall be under
no obligation to provide such information to them, whether or not confidential.
With respect to the Loans, BankAmerica shall have the same rights and powers
under this Agreement and the other Loan Documents as any other Lender, may
exercise the same as though it were not Administrative Agent, and the terms
"Lender" and "Lenders" include BankAmerica in its individual
capacity.  BankAmerica shall continue to be a Lender under this Agreement so
long as it acts as Administrative Agent.
	Notice of Default.  Except for defaults in the
payment of principal, interest and fees payable to Administrative Agent for the
account of Lenders, Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, unless
Administrative Agent shall have received written notice from Borrower or a
Lender referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default".  Administrative
Agent will promptly notify Lenders of its receipt of any such notice.
Administrative Agent shall take such action with respect to such Event of
Default as may be directed by the Required Lenders in accordance with Article
8; provided, however, that unless and until Administrative
Agent has received any such direction, Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.
	Successor Administrative Agent.
Administrative Agent may, and at the request of the Required Lenders shall,
resign as Administrative Agent upon thirty (30) days' notice to Lenders;
provided that any such resignation by BankAmerica shall also constitute its
resignation as L/C Issuer hereunder and as Swing Line Lender.  If Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor administrative agent, letter of credit issuer and
swing line lender; provided, however, as long as no Event of Default
hereunder has occurred and is continuing, Borrower shall have the right to
consent to such successor, such consent not to be unreasonably withheld or
delayed.  If no such successor is appointed prior to the effective date of the
resignation of Administrative Agent, Administrative Agent shall use commercially
reasonable efforts to appoint, after consulting with the Lenders, a successor
administrative agent, letter of credit issuer and swing line lender that would
qualify as an Eligible Assignee; provided, however, as long as no Event
of Default hereunder has occurred and is continuing, Borrower shall have the
right to consent to such successor, such consent not to be unreasonably withheld
or delayed.  Upon its acceptance of the appointment as successor administrative
agent, letter of credit issuer and swing line lender, such successor shall
succeed to all of the rights, powers and duties of the retiring Administrative
Agent, L/C Issuer and Swing Line Lender, the respective terms
"Administrative Agent," "L/C Issuer" and "Swing Line
Lender"  shall mean such successor, and the appointment, powers and duties
of such retiring Administrative Agent shall terminate and the retiring L/C
Issuer's and Swing Line Lender's rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such
retiring L/C Issuer or Swing Line Lender or any other Lender, other than the
obligation of the successor L/C Issuer to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.  After any retiring Administrative Agent's resignation
hereunder as administrative agent, the provisions of this Agreement regarding
payment of costs and expenses and indemnification of Administrative Agent shall
inure to its benefit as to any actions that such retiring Administrative Agent
took or omitted to take while it was Administrative Agent under this Agreement.
If no successor administrative agent has accepted appointment as Administrative
Agent, Swing Line Lender and L/C Issuer by the date that is thirty (30) days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall perform all of the duties of Administrative
Agent, Swing Line Lender and L/C Issuer  hereunder until such time, if any, as
the Required Lenders appoint a successor administrative agent, swing line lender
and letter of credit issuer in the manner set forth above.  Upon replacement of
Administrative Agent as provided in this Agreement, the former Administrative
Agent shall promptly deliver to the new Administrative Agent an assignment of
all beneficial interest in any collateral security for the Loans, if any (if
before acquisition of title to any such collateral security), or a quitclaim
deed to and assignment of any such property, if any (if after acquisition of any
such collateral security) and copies of any books, records and documents related
to the Loans to which the Lenders are entitled and which is then in the former
Administrative Agent's possession.
	Delegation of Duties.  Administrative Agent
may execute any of its duties under this Agreement or any other Loan Document by
or through agents, employees or attorneys-in-fact and shall be entitled to
advice of counsel and other consultants or experts concerning all matters
pertaining to such duties.  Administrative Agent shall not be responsible for
the negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.
	Reliance by Administrative Agent.

(a)Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to Borrower, Guarantor or a
Permitted Affiliate), independent accountants and other experts selected by
Administrative Agent.  Administrative Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.


(b)For purposes of determining compliance with the conditions specified
in Section 5.1, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless Administrative Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.

	Withholding Tax.  All taxes due and payable on
any payments to be made to a Lender under this Agreement shall be such Lender's
sole responsibility, except to the extent such taxes are actually reimbursed by
Borrower under the Loan Documents.  All payments to be made to each Lender under
this Agreement shall be made after deduction for any taxes, charges, levies or
withholdings which are imposed by the country of incorporation of such Lender,
the United States of America or any other applicable taxing authority.  Each
Lender agrees to provide to Administrative Agent completed and signed copies of
any forms that may be required by the United States Internal Revenue Service
(and any applicable state authority) in order to certify such Lender's exemption
from or reduction of United States (or applicable state) withholding taxes with
respect to payments to be made to such Lender under the Loan Documents.

Each Lender agrees to promptly notify Administrative Agent of any change that
would modify or render invalid any claimed exemption or reduction, or of any
sale, assignment, participation or other transfer by such Lender of all or part
of its Commitment or its Loans.  If any Governmental Authority asserts a claim
that Administrative Agent did not properly withhold tax from amounts paid to or
for the account of any Lender, such Lender shall indemnify Administrative Agent
fully for all amounts paid by Administrative Agent as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to Administrative Agent under this Section,
together with all costs and expenses (including legal expenses).  The obligation
of each Lender under this Section 10.13 shall survive the payment of
all Obligations and the resignation or replacement of Administrative Agent.

	Administrative Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to Borrower, Guarantor or a Permitted Affiliate,
Administrative Agent (irrespective of whether the principal of any Loan or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether Administrative Agent shall have made
any demand on Borrower, Guarantor or any Permitted Affiliate) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders and
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and  Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders
and Administrative Agent under Sections 2.10 and 6.2) allowed in
such judicial proceeding; and

(b)to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Administrative Agent and
its agents and counsel, and any other amounts due Administrative Agent under
Sections 2.10 and 6.2.


Nothing contained herein shall be deemed to authorize Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

	Release of Permitted Affiliate from Payment
Guaranty.  The Lenders irrevocably authorize Administrative Agent, at its
option and in its discretion and without the consent of any Lender, to release
any Permitted Affiliate from its obligations under its Payment Guaranty if such
Person ceases to be an owner of an Unencumbered Asset Pool Property as a result
of a transaction permitted hereunder.  Upon request by Administrative Agent at
any time, the Required Lenders will confirm in writing Administrative Agent's
authority to release any Permitted Affiliate from its obligations under its
Payment Guaranty pursuant to this Section 10.15.
	MISCELLANEOUS PROVISIONS.


	Amendments and Waivers.  No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no
consent with respect to any departure by Borrower, Guarantor or any Permitted
Affiliate therefrom, shall be effective unless the same shall be in writing and
signed by the Required Lenders (or by Administrative Agent at the written
request of the Required Lenders) and, in the case of an amendment, by Borrower
or Guarantor or, if required, a Permitted Affiliate, and acknowledged by
Administrative Agent, and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no such waiver, amendment or consent
shall:


	increase the aggregate Commitment or increase the Commitment of any Lender
without the written consent of such Lender;
	postpone or delay any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other amounts due to
the Lenders, or any of them, hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby;
	reduce the rate of interest or any fees or other amounts payable in
connection with the Loans or L/C Borrowings except as expressly provided in this
Agreement without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders
shall be necessary (i) to amend the definition of "Default Rate" or to
waive any obligation of Borrower to pay interest or Letter of Credit Fees at the
Default Rate, or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;
	change the voting percentage of the Commitments or of the aggregate unpaid
principal amount of the Loans that is required for the Lenders, or any of them,
to take any action hereunder (e.g., the provisions of this
Section 11.1 or the definition of the term "Required
Lenders"), without the written consent of each Lender;
	amend this or any provision requiring consent of all Lenders for action by
the Lenders or Administrative Agent, without the written consent of each
Lender;
	amend Section 11.7 without the written consent of each Lender; or
	discharge Borrower, Guarantor or any Permitted Affiliate, or release all or
substantially all of the collateral securing the Obligations, if any, without
the written consent of each Lender, except as otherwise may be provided in the
Loan Documents (including Section 10.15 hereof, which permits the
release of a Permitted Affiliate without the consent of the Lenders under the
terms and conditions set forth therein), or except where only the consent of the
Required Lenders is expressly required by any Loan Document;




and, provided further, that (i) no amendment, waiver or consent
shall, unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this
Agreement or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and
signed by Administrative Agent in addition to the Lenders required above, affect
the rights or duties of Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

	Notices.  

(a)General.  Unless otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be in writing (including by facsimile transmission).  All such written
notices shall be mailed certified or registered mail, faxed or delivered to the
applicable address, facsimile number or (subject to clause (c) below) electronic
mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:

(i)if to Borrower, Administrative Agent, the L/C
Issuer or the Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on
Schedule 1.2 or to such other address, facsimile number, electronic
mail address or telephone number as shall be designated by such party in a
notice to the other parties; and 

(ii)if to any other Lender, to the address,
facsimile number, electronic mail address or telephone number specified in its
Administrative Questionnaire or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party
in a notice to Borrower, Administrative Agent, the L/C Issuer and the Swing Line
Lender.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to the extent
provided in clause (b) below, shall be effective as provided in such clause
(b).

(b)Electronic Communications.  Notices and
other communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Article
2 if such Lender has notified Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication.
Administrative Agent or Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications.

(c)Effectiveness of Facsimile Documents and
Signatures.  Loan Documents may be transmitted and/or signed by facsimile.
The effectiveness of any such documents and signatures shall, subject to
applicable law, have the same force and effect as manually-signed originals and
shall be binding on the party signing the same.  Administrative Agent may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

(d)Reliance by Administrative Agent and
Lenders.  Administrative Agent and the Lenders shall be entitled to
rely and act upon any notices (including telephonic confirmations of facsimile
Notices of Borrowing under Section 2.4 hereof) purportedly given by
or on behalf of Borrower by a Person identifying himself or herself as a
Responsible Officer, even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of Borrower by a Person identifying himself or
herself as a Responsible Officer.  All telephonic notices to and other
communications with Administrative Agent may be recorded by Administrative
Agent, and each of the parties hereto hereby consents to such recording.

	Attorneys' Fees.  If any lawsuit, reference or
arbitration is commenced which arises out of, or which relates to this
Agreement, the other Loan Documents or the Obligations, including any alleged
tort action, regardless of which party commences the action, the prevailing
party shall be entitled to recover from each other party such sums as the court,
referee or arbitrator may adjudge to be reasonable attorneys' fees in the action
or proceeding, in addition to costs and expenses otherwise allowed by law.  Any
such attorneys' fees incurred by either party in enforcing a judgment in its
favor under this Agreement shall be recoverable separately from and in addition
to any other amount included in such judgment, and such attorneys' fees
obligation is intended to be severable from the other provisions of this
Agreement and to survive and not be merged into any such judgment.  In all other
situations, including any bankruptcy or other voluntary or involuntary
proceeding, in or out of court, for the adjustment of debtor-creditor
relationships, Borrower agrees to pay all of Administrative Agent's costs and
expenses, including attorneys' fees, which may be incurred in any effort to
collect or enforce the Obligations, or any part of them, or any term of any Loan
Document.  Attorneys' fees shall include the allocated costs for services of in-
house counsel.
	Indemnity.  Borrower shall indemnify, defend
and hold all Agent-Related Persons, each Lender and each of their respective
Affiliates, officers, directors, employees, counsel, agents and attorneys-in-
fact (each, an "Indemnified Person") harmless from and against
any and all liabilities, obligations, losses, damages, actions, judgments,
costs, penalties, claims, demands, judgments, suits, disbursements and expenses
(including legal fees) ("Claims") which may be incurred by or
asserted against any such Indemnified Person arising out of or relating to the
Loans or the Loan Documents or any document or transaction or action taken or
not by any such Person in connection with any of the foregoing, including any
investigation, arbitration, litigation, Insolvency Proceeding or other
proceeding whether or not any Indemnified Person is a party thereto and any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that Borrower
shall have no obligation hereunder to any Indemnified Person with respect to
Claims that are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted that result from the gross negligence or
willful misconduct of such Indemnified Person.  No Indemnified Person shall be
liable for any damages arising from the use by others of any information or
other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement, other than such damages
caused directly by the gross negligence or willful misconduct of such
Indemnified Person, as determined by a court of competent jurisdiction by final
and nonappealable judgment, nor shall any Indemnified Person have any liability
for any indirect or consequential damages relating to this Agreement or any
other Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date).  All amounts due under
this Section 11.4 shall be payable within ten Business Days after demand
therefor.  The agreements in this Section shall survive the resignation of
Administrative Agent, the replacement of any Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.
	Assignments and Participations.

(a)Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans (including for purposes of this
clause (a), participations in L/C Obligations and in Swing Loans) at the time
owing to it; provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to Administrative Agent
or, if "Trade Date" is specified in the Assignment and Assumption, as
of the Trade Date, shall not be less than $5,000,000 unless each of
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to rights in respect of
Swing Loans; (iii) any assignment of a Commitment must be approved by
Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent
will not be unreasonably withheld or delayed) unless the Person that is the
proposed assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); and (iv) the parties to each
assignment shall execute and deliver to Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of $3,500.  Subject
to acceptance and recording thereof by Administrative Agent pursuant to clause
(b) of this Section, from and after the effective date specified in each
Assignment and Assumption, the Eligible Assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.1, 3.3, 3.4,
11.3 and 11.4 with respect to facts and circumstances occurring
prior to the effective date of such assignment).  Upon request, Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender and, in such
event,  the assigning Lender shall return the original Note for cancellation
and, if the assignment is for a portion of the assigning Lender's Commitment,
replacement by a new Note issued by Borrower and evidencing the assigning
Lender's reduced Commitment.  Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this Section shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with clause (c) of
this Section.  Notwithstanding the foregoing, assignment of the obligations of
the L/C Issuer after the resignation of BankAmerica as L/C Issuer, or any other
successor thereafter acting as L/C Issuer, shall be governed by Section
11.5(e) hereof.

(b)Administrative Agent, acting solely for this purpose as an agent of
Borrower, shall maintain at Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register").  The entries
in the Register shall be conclusive, and Borrower, Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be available for
inspection by Borrower at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at any time that a request for a consent
for a material or other substantive change to the Loan Documents is pending, any
Lender wishing to consult with other Lenders in connection therewith may request
and receive from Administrative Agent a copy of the Register.

(c)Any Lender may at any time, without the consent of, or notice to,
Borrower or Administrative Agent, sell participations to any Person (other than
a natural person or Borrower or any of Borrower's Affiliates or subsidiaries)
(each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations and/or Swing Loans) owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) Borrower, Guarantor, each
Permitted Affiliate, Administrative Agent and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, waiver
or other modification described in clauses (a) -(f) of Section 11.1 that
directly affects such Participant.  Subject to clause (d) of this Section,
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.1, 3.3, 3.4, 11.3 and 11.4
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to clause (a) of this Section. 

(d)A Participant shall not be entitled to receive any greater payment
under Section 3.1 or 3.3 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant.

(e)Notwithstanding anything to the contrary contained herein, if at any
time BankAmerica assigns all of its Commitment and Loans pursuant to clause (a)
above, BankAmerica may, (i) upon 30 days' notice to Borrower and the Lenders,
resign as L/C Issuer and/or (ii) upon 30 days' notice to Borrower, resign as
Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing
Line Lender, Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder and, if such designated
appointee agrees to act as successor L/C Issuer or Swing Line Lender hereunder,
Lenders hereby agree to accept such appointment; provided,
however, that no failure by Borrower to appoint any such successor shall
affect the resignation of BankAmerica as L/C Issuer or Swing Line Lender, as the
case may be.  In addition, if BankAmerica fails to issue a Letter of Credit
under Section 2.1.2(b) hereof because the issuance of such Letter of
Credit would violate any of its policies, BankAmerica will, upon the request of
Borrower, resign as L/C Issuer hereunder and Borrower shall be entitled to
appoint from among the Lenders a successor L/C Issuer hereunder and, if such
designated appointee agrees to act as successor L/C Issuer hereunder, Lenders
hereby agree to accept such appointment; provided, however, that
no failure by Borrower to appoint any such successor shall affect the
resignation of BankAmerica as L/C Issuer.  If BankAmerica resigns as L/C Issuer,
it shall retain all the rights and obligations of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Reference Rate Loans or fund
risk participations in Unreimbursed Amounts pursuant to
Section 2.4.1.  If BankAmerica resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Reference
Rate Loans or fund risk participations in outstanding Swing Loans pursuant to
Section 2.2.5).  Upon the appointment of any successor L/C Issuer or
successor Swing Line Lender hereunder, the procedure for such successor to
resign as L/C Issuer or Swing Line Lender hereunder shall be the same procedure
as is set forth for BankAmerica under this Section 11.5(e).

	Pledge to Federal Reserve Lender.
Notwithstanding any other provision, a Lender may pledge its interest in the
Loans in favor of any Federal Reserve Lender in accordance with Federal
law.
	Notice of Final Assignment by Administrative
Agent.  If Administrative Agent assigns or sells all of its remaining
interest in the Loans, Administrative Agent shall give each other Lender written
notice of such assignment or sale at the time of the closing of such assignment
or sale.
	Syndication by the Arranger; Dissemination of
Information.  Subject to the provisions and limitations of this
Section 11.5, the Arranger may at any time syndicate the Loans or
sell to one or more Persons participating interests in the Loans and/or any
interest of any Lender under any of the Loan Documents, and may provide
financial information about Borrower, Guarantor, each Permitted Affiliate and
each subsidiary or Affiliate of Borrower or Guarantor to actual or potential
participants or assignees, without notice to or the consent of Borrower or
Guarantor or such Permitted Affiliate, subsidiary or Affiliate.  These rights
may include the following without limitation: subsequent to the Closing Date,
the Arranger may arrange a syndicate of financial institutions (including
Administrative Agent and the Lenders) which institutions shall be acceptable to
Borrower (such acceptance not to be unreasonably withheld or delayed).  Each
Lender will be authorized to disseminate any information it obtains pertaining
to this Agreement or the Loans, including any credit or other information
relating to Borrower, Guarantor or any subsidiary or Affiliate of Borrower or
Guarantor, to any assignee or participant or prospective assignee or prospective
participant, to any of Lenders' Affiliates, any regulatory body having
jurisdiction over any Lender and to any other Persons as may be necessary or
appropriate in any Lender's reasonable judgment.  Borrower agrees to actively
assist the Arranger in syndication of the Loans.  To assist the Arranger in its
syndication efforts, Borrower shall, at the request of the Arranger:
(1) provide and cause its advisors to provide the Arranger and any Lender
that becomes a party to this Agreement as a successor in interest to a Lender,
upon request, with all information reasonably deemed necessary by the Arranger
to syndicate the Loans; (2) assist the Arranger upon its reasonable request
in the preparation of an offering memorandum to be used in connection with the
syndication of the Loans and; (3) otherwise assist the Arranger in its
syndication efforts, including making available from time to time officers and
advisors of Borrower and its Affiliates and subsidiaries to attend and make
presentations regarding the business and prospects of Borrower, Guarantor and
their respective subsidiaries and Affiliates, as appropriate, at a meeting or
meetings of prospective lenders.



	Confidentiality.  Notwithstanding any contrary
provision of this Agreement, each Lender agrees to exercise due care to maintain
the confidentiality of information provided by Borrower and identified by it as
"confidential" in connection with the Loans except (a) to the
extent such information was or becomes generally available to the public (other
than by disclosure by the Lender in violation of this provision), or becomes
available on a non-confidential basis from a source other than Borrower (if such
source is not bound by a confidentiality agreement with Borrower known to the
Lender); and (b) any Lender may disclose such information at the request of
or pursuant to any requirement of any Governmental Authority to which the Lender
is subject or in connection with an examination of such Lender by any such
authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners); or pursuant to subpoena or other court
process or when otherwise required by law or regulation; or to the extent
reasonably required in connection with any litigation, arbitration or other
proceeding to which Administrative Agent, any Lender or their respective
Affiliates may be party; or to the extent reasonably required in connection with
the exercise of any remedy under any Loan Document or the enforcement of rights
thereunder; or to such Lender's auditors, counsel and other professional
advisors; or to any Participant or Assignee, actual or potential, provided that
such Person agrees in writing to keep such information confidential to the same
extent required of the Lenders hereunder;  to such Lender's Affiliates and to
its and its Affiliates' respective partners, directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential); or to any
other party hereto.
	Heirs, Successors and Assigns.  The terms of
this Agreement shall bind and benefit the heirs, legal representatives,
successors and assigns of the parties; provided, however, that Borrower
may not assign this Agreement without the prior written consent of
Administrative Agent, given only with the consent of all of the Lenders in each
instance.  Each Lender shall have the right to transfer its Commitment and its
outstanding Loans to any other Person on the terms and subject to the conditions
set forth in Section 11.5.  Without the consent of or notice to
Borrower, Administrative Agent and Lenders may disclose to any prospective
purchaser of any securities issued by Administrative Agent or Lenders, and to
any prospective or actual purchaser of any interest in any Loan or any other
loans made by Lenders to Borrower (in the case of a prospective purchase of an
interest in the Loans or any other loan, upon Lender's receiving its standard
confidentiality letter from the prospective purchaser of the interest in the
Loan or any other loan), any financial or other information relating to
Borrower, Guarantor, the Loans or the Unencumbered Asset Pool Property.
	No Third Parties Benefited.  This Agreement is
made and entered into for the sole protection and benefit of the parties signing
this Agreement and their successors and assigns.  No trust is created by this
Agreement and no other persons or entities shall have any right of action under
this Agreement or any right to the Loan funds.
	Payments Set Aside.  To the extent that any
payments or transfers of any assets to Administrative Agent in respect of the
credit facility extended by this Agreement 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 in connection with any
insolvency proceeding, or otherwise, then: (i) any and all obligations owed
to Administrative Agent and any and all remedies available to Administrative
Agent under the terms of the Loan Documents or in law or equity against Borrower
shall be automatically revived and reinstated to the extent (and only to the
extent) of any recovery permitted under clause (ii) below; and
(ii) Administrative Agent shall be entitled to recover (and shall be
entitled to file a proof of claim to obtain such recovery in any applicable
bankruptcy, insolvency, receivership or fraudulent conveyance or fraudulent
transfer proceeding) either: (x) the amount of the payments or the value of
the transfer or (y) if the transfer has been undone and the assets returned
in whole or in part, the value of the consideration paid to or received by
Borrower for the initial asset transfer, plus in each case any deferred interest
from the date of the disgorgement to the date of distribution to Administrative
Agent in any bankruptcy, insolvency, receivership or fraudulent conveyance or
fraudulent transfer proceeding, and any costs and expenses due and owing,
including, without limitation, any reasonable attorneys' fees incurred by
Administrative Agent in connection with the exercise of its rights under this
Section 11.9.  Each Lender severally agrees to pay to Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by Administrative Agent, plus interest thereon from the date of such demand to
the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.
	Interpretation.  The language of this
Agreement shall be construed as a whole according to its fair meaning, and not
strictly for or against any party.
	Miscellaneous.  The invalidity or
unenforceability of any one or more provisions of this Agreement shall in no way
affect any other provision.  If Borrower consists of more than one Person, each
shall be jointly and severally liable for the faithful performance of this
Agreement and the other Loan Documents.  Time is of the essence in the
performance of this Agreement and the other Loan Documents.
	Counterparts.  This Agreement may be executed
in one or more counterparts, each of which shall, for all purposes, be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
	Integration and Relation to Loan Commitment.
The Loan Documents fully state all of the terms and conditions of the parties'
agreement regarding the matters mentioned in or incidental to this Agreement.
The Loan Documents supersede all oral negotiations and prior writings concerning
the subject matter of the Loan Documents, including any loan commitment issued
to Borrower.  Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.
	Actions.  Administrative Agent shall have the
right, but not the obligation, to commence, appear in, and defend any action or
proceeding which might affect its rights, duties or liabilities relating to the
Loan, the Unencumbered Asset Pool Property, or any of the Loan Documents.
Borrower shall pay promptly on demand all of Administrative Agent's reasonable
out-of-pocket costs, expenses, and legal fees and expenses of Administrative
Agent's counsel incurred in those actions or proceedings.
	Relationships with Other Customers.  From time
to time, Administrative Agent or any Lender may have business relationships with
Borrower's customers, suppliers, contractors, tenants, partners, shareholders,
officers or directors, with businesses offering products or services similar to
those of Borrower, or with persons seeking to invest in, borrow from or lend to
Borrower.  Borrower agrees that in no event shall Administrative Agent or any
Lender be obligated to disclose to Borrower any information concerning any other
customer thereof.  Borrower further agrees that any Lender may extend credit to
those parties and may take any action it may deem necessary to collect any such
credit, regardless of any effect the extension or collection of such credit may
have on Borrower's financial condition or operations.
	No Waiver; Cumulative Remedies.  No failure by
any party hereto to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.
	Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document
or other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof.  Such
representations and warranties have been or will be relied upon by
Administrative Agent and each Lender, regardless of any investigation made by
Administrative Agent or any Lender or on their behalf and notwithstanding that
Administrative Agent or any Lender may have had notice or knowledge of any
Default at the time of any credit extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
	Severability.  If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
	USA PATRIOT Act Notice.  Each Lender and
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
"Act"), it is required to obtain, verify and record information
that identifies Borrower, which information includes the name and address of
Borrower and other information that will allow such Lender or Administrative
Agent, as applicable, to identify Borrower in accordance with the Act.
	Time of the Essence.  Time is of the essence
of the Loan Documents.
	Amendment and Restatement.  This Agreement
amends and restates the Existing Agreement in full. 

[Remainder of page intentionally
left blank]

 

IN WITNESS WHEREOF, Borrower and the other parties hereto have executed this
Agreement as of the date first above written.

ESSEX PORTFOLIO, L.P.,

a California limited partnership


By:ESSEX PROPERTY TRUST, INC.,
a Maryland corporation, its General Partner


By:

Name:

Title:


925 East Meadow Drive

Palo Alto, CA 94303

Attn:Toby Lieberman (facsimile: (650) 565-9855)
Michael J. Schall (facsimile: (650) 858-0139)

Jordan E. Ritter (facsimile: (650) 858-1372)


 




BANK OF AMERICA, N.A.,

as Administrative Agent and as a Lender


By:

Name:

Title:


600 Montgomery Street, 22nd Floor

San Francisco, CA 94111

Attn.: Frank Stumpf (facsimile: (415) 913-3445)


UNION BANK OF CALIFORNIA, N.A.,

as Co-Syndication Agent and as a Lender


By:

Name:

Title:


 

BANK ONE, NA,

as Co-Syndication Agent and as a Lender


By:

Name:

Title:


 

KEYBANK NATIONAL ASSOCIATION,

as Managing Agent and as a Lender


By:

Name:

Title:


PNC BANK, NATIONAL ASSOCIATION,

as Managing Agent and as a Lender


By:

Name:

Title:


COMERICA BANK, as a Lender


By:

Name:

Title:


CHEVY CHASE BANK, F.S.B., as a Lender


By:

Name:

Title:


EUROHYPO AG, NEW YORK BRANCH, as a Lender


 

By:

Name:

Title:


 

 

By:

Name:

Title:


CONSENT OF GUARANTOR

Essex Property Trust, Inc., a Maryland corporation, consents to the
foregoing Third Amended and Restated Revolving Credit Agreement, makes the
representations set forth in Article 7 that apply to Guarantor and agrees
to be bound by the covenants of Articles 6 and 11 that apply
to Guarantor and reaffirms its obligations under the Second Amended and Restated
Payment Guaranty, dated the date of this Agreement.

Dated as of April 30, 2004ESSEX PROPERTY TRUST, INC.,
a Maryland corporation, as Guarantor


By:

Name:

Title:

925 East Meadow Drive

Palo Alto, CA 94303

Attn.: Michael Schall and Jordan E. Ritter













CONSENT OF PERMITTED AFFILIATES

Each of the undersigned, as "Permitted Affiliates" under
the foregoing Credit Agreement, consents to the foregoing Third Amended and
Restated Revolving Credit Agreement, makes the representations set forth in
Article 7 that apply to such Permitted Affiliate, and agrees to be bound
by the covenants of Articles 4, 6 and 11 that apply to such
Permitted Affiliate and reaffirms its obligations under its Amended and Restated
Payment Guaranty, dated the date of this Agreement.

Dated as of April 30, 2004


PERMITTED AFFILIATES:

JMS ACQUISITION LLC, a Delaware limited liability company
ESSEX PORTFOLIO, L.P., a California limited partnership, its sole member and
manager
By:Essex Property Trust, Inc., A Maryland corporation, its General
Partner


By: 

Name: 

Title:  


 

 




JAYSAC, LTD, Texas limited partnership
By:JAYSAC GP CORP.,  Delaware corporation, its General Partner

By: 

Name: 

Title:  


 

 





JAYSAC GP CORP., a Delaware corporation
By: 

Name: 

Title:  













CUSIP Number 29717DAA2


 

 

 

 

 

THIRD AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

dated as of April 30, 2004

among

ESSEX PORTFOLIO, L.P.,

a California limited partnership,

THE LENDERS LISTED HEREIN,

BANK OF AMERICA, N.A.,

as Administrative Agent,

UNION BANK OF CALIFORNIA, N.A.,

as Co-Syndication Agent,

BANK ONE, NA,

as Co-Syndication Agent,

KEYBANK NATIONAL ASSOCIATION,

as Managing Agent,

PNC BANK, NATIONAL ASSOCIATION,

as Managing Agent,

and

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager
1.DEFINITIONS1
1.1Defined Terms1

1.2Other Interpretive Provisions17
1.2.1Use of Defined Terms17

1.2.2Certain Common Terms18

1.2.3Accounting Principles19





2.LOAN AMOUNTS AND TERMS19
2.1Amount and Terms of Commitment19
2.1.2No Obligation to Issue Letters of Credit Under Certain
Circumstances20

2.1.3Letter of Credit Amendments21

2.1.4Applicability of ISP9821



2.2Swing Line21
2.2.1Swing Loans21

2.2.2Interest on Swing Loans21

2.2.3Principal Payable on Swing Loans22

2.2.4Prepayments of Swing Loans22

2.2.5Funding of Participations22

2.2.6Refinancing of Swing Loans23

2.2.7Termination of Swing Line24

2.2.8No Swing Loans Upon Default24



2.3Loan Accounts; Notes24
2.3.1Loan Accounts24

2.3.2Notes25



2.4Procedure for Obtaining Credit25
2.4.1Letter of Credit Drawings and Reimbursements; Funding of
Participations26

2.4.2Repayment of Participations27

2.4.3Obligations Absolute28

2.4.4Role of Letter of Credit Issuer29

2.4.5Cash Collateral29



2.5Conversion and Continuation Elections30
2.5.1Election to Convert and Renew30

2.5.2Notice of Conversion/Continuation30

2.5.3Failure to Select a New Interest Period31

2.5.4Number of Interest Periods31



2.6Voluntary Termination or Reduction of Commitment31

2.7Principal Payments31
2.7.1Optional Prepayments31

2.7.2Mandatory Repayments32

2.7.3Repayment at Maturity32



2.8Extension of Maturity Date32

2.9Interest32
2.9.1Accrual Rate32

2.9.2Payment33

2.9.3Default Interest33

2.9.4Maximum Legal Rate33



2.10Fees33
2.10.1Facility Fee33

2.10.2Letter of Credit Fees33

2.10.3Other Fees34



2.11Computation of Fees and Interest34

2.12Increase in Maximum Commitment Amount34
2.12.1Request for Increase34

2.12.2No Lender Consent Required35

2.12.3Administrative Agent Consent and Conditions to Increase35

2.12.4Rights of Eligible Assignees35

2.12.5Conditions of Increase in Maximum Commitments36



2.13Payments by Borrower36
2.13.1Timing of Payments36

2.13.2Non-Business Days36

2.13.3Payment May be Made by Administrative Agent36

2.13.4Recovery of Payments37



2.14Payments by the Lenders to Administrative Agent37
2.14.1Administrative Agent May Make Borrowings Available37

2.14.2Defaulting Lender's Failure38



2.15Sharing of Payments, Etc38

2.16Defaulting Lender38
2.16.1Notice and Cure of Lender Default; Election Period; Electing
Lenders38

2.16.2Removal of Rights; Indemnity39

2.16.3Commitment Adjustments39

2.16.4No Election40



2.17Increases and Decreases in Pro Rata Shares From Existing
Agreement40



3.TAXES, YIELD PROTECTION AND ILLEGALITY40
3.1Taxes40

3.2Illegality40

3.3Increased Costs and Reduction of Return41

3.4Funding Losses42

3.5Inability to Determine Rates42

3.6Certificate of Lender43

3.7Survival43



4.UNENCUMBERED ASSET POOL43
4.1Additions of Property to the Unencumbered Asset Pool43

4.2Delivery of Information45



5.CONDITIONS TO DISBURSEMENTS46
5.1Conditions to Initial Loans46
5.1.1Deliveries to Administrative Agent46

5.1.2Payment of Fees47

5.1.3Payment of Expenses47



5.2Conditions of Each Borrowing or Issuance of Letter of
Credit47



6.COVENANTS OF BORROWER48
6.1Specific Affirmative Covenants48
6.1.1Compliance with Law48

6.1.2Site Visits48

6.1.3Insurance49

6.1.4Preservation of Rights50

6.1.5Taxes50



6.2Payment of Expenses50

6.3Financial and Other Information; Certification51

6.4Notices53

6.5Negative Covenants54
6.5.1Limitations on Certain Activities54

6.5.2Acquisition Down-REITs55



6.6Type of Business; Development Covenants56

6.7Performance of Acts57

6.8Keeping Guarantor Informed57

6.9Maximum Total Liabilities to Gross Asset Value57

6.10Unsecured Debt to Unencumbered Asset Value57

6.11Fixed Charge Coverage Ratio57

6.12Tangible Net Worth57

6.13Maximum Quarterly Dividends57

6.14Negative Pledge; Limitations on Indebtedness57

6.15Change in Ownership of Borrower or Management of the Unencumbered
Asset Pool Property58

6.16Books and Records59

6.17Audits59

6.18Cooperation59

6.19ERISA Plans59

6.20Use of Proceeds59

6.21Use of Proceeds - Ineligible Securities59

6.22Existing Convertible "Flipper" Loans59



7.REPRESENTATIONS AND WARRANTIES59
7.1Organization of Borrower, Guarantor and each Permitted
Affiliate59

7.2Authorization60

7.3Enforceable Agreement60

7.4Good Standing60

7.5No Conflicts60

7.6Financial Information60

7.7Borrower Not a "Foreign Person"60

7.8Lawsuits60

7.9Permits, Franchises61

7.10Other Obligations61

7.11Income Tax Returns61

7.12No Event of Default61

7.13ERISA Plans61

7.14Location of Borrower61

7.15No Required Third Party/Governmental Approvals61

7.16Regulated Entities62



8.DEFAULT AND REMEDIES62
8.1Events of Default62

8.2Remedies64
8.2.1Termination of Commitment to Lend64

8.2.2Acceleration of Loans64

8.2.3Security for Letters of Credit65

8.2.4Exercise of Rights and Remedies65



8.3Rights Not Exclusive65

8.4Application of Funds65



9.LAW AND DISPUTE RESOLUTION66

10.ADMINISTRATIVE AGENT67
10.1Appointment and Authorization of Administrative Agent67

10.2Administrative Agent's Powers67

10.3Limitation on Administrative Agent's Duties68

10.4Liability of Administrative Agent68

10.5Co-Agents68

10.6Credit Decision69

10.7Indemnification; Cost and Expenses69

10.8Administrative Agent in its Individual Capacity70

10.9Notice of Default70

10.10Successor Administrative Agent70

10.11Delegation of Duties71

10.12Reliance by Administrative Agent71

10.13Withholding Tax72

10.14Administrative Agent May File Proofs of Claim72

10.15Release of Permitted Affiliate from Payment Guaranty73



11.MISCELLANEOUS PROVISIONS73
11.1Amendments and Waivers73

11.2Notices75

11.3Attorneys' Fees76

11.4Indemnity76

11.5Assignments and Participations77
11.5.1Pledge to Federal Reserve Lender79

11.5.2Notice of Final Assignment by Administrative Agent79

11.5.3Syndication by the Arranger; Dissemination of
Information79



11.6Confidentiality80

11.7Heirs, Successors and Assigns80

11.8No Third Parties Benefited81

11.9Payments Set Aside81

11.10Interpretation81

11.11Miscellaneous81

11.12Counterparts81

11.13Integration and Relation to Loan Commitment82

11.14Actions82

11.15Relationships with Other Customers82

11.16No Waiver; Cumulative Remedies82

11.17Survival of Representations and Warranties82

11.18Severability82

11.19USA PATRIOT Act Notice83

11.20Time of the Essence83

11.21Amendment and Restatement83





End of TOC - Do not delete this paragraph!


 
SCHEDULE 1.1LENDERS NAMES, ADDRESSES AND PRO RATA SHARES

SCHEDULE 1.2ADMINISTRATIVE AGENT'S OFFICE; AGENT'S PAYMENT OFFICE

SCHEDULE 1.3EXISTING LETTERS OF CREDIT

SCHEDULE 1.4PERMITTED AFFILIATES


 

EXHIBIT AUNENCUMBERED ASSET POOL

EXHIBIT BFORM OF NOTICE OF BORROWING OR CONVERSION/CONTINUATION

EXHIBIT CFORM OF LETTER OF CREDIT APPLICATION

EXHIBIT D-1SUPPLEMENTAL SIGNATURE PAGE (EXISTING CO-LENDER)

EXHIBIT D-2SUPPLEMENTAL SIGNATURE PAGE (NEW CO-LENDER)

EXHIBIT ECOMPLIANCE CERTIFICATE

EXHIBIT FFORM OF ASSIGNMENT AND ASSUMPTION

EXHIBIT G-1FORM OF PAYMENT GUARANTY (GUARANTOR)

EXHIBIT G-2FORM OF PAYMENT GUARANTY (PERMITTED AFFILIATE)

EXHIBIT H-1FORM OF NOTE 

EXHIBIT H-2FORM OF SWING LINE NOTE