exv10w1



 




Exhibit 10.1



THIRD AMENDED AND RESTATED CREDIT AGREEMENT


among



PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,


as Borrower


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


BANK OF AMERICA, N.A.,


as Syndication Agent


and



THE LENDERS NAMED HEREIN,


as Lenders


$400,000,000.00



As of

July 26, 2005


EUROHYPO AG, NEW YORK BRANCH,



COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,

and



SOCIETE GENERALE, SOUTHWEST AGENCY,

as Co-Documentation Agents



J. P. MORGAN SECURITIES INC.


and


BANC OF AMERICA SECURITIES LLC,


as Joint Lead Arrangers and Joint Book Managers




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 1 DEFINITIONS AND TERMS
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Time References
	 	 	19	 
	1.3 Other References
	 	 	19	 
	1.4 Accounting Principles
	 	 	19	 
	 
	 	 	 	 
	SECTION 2
	 	 	19	 
	2.1 Revolving Facility
	 	 	19	 
	2.2 Swing Line Subfacility
	 	 	20	 
	2.3 Borrowing Procedure
	 	 	21	 
	2.4 Termination
	 	 	22	 
	2.5 Lenders; Increase in Total Commitment
	 	 	22	 
	2.6 Extension of Maturity Date
	 	 	23	 
	2.7 Letters of Credit
	 	 	23	 
	 
	 	 	 	 
	SECTION 3 TERMS OF PAYMENT
	 	 	26	 
	3.1 Notes and Payments
	 	 	26	 
	3.2 Interest and Principal Payments
	 	 	27	 
	3.3 Interest Options
	 	 	27	 
	3.4 Quotation of Rates
	 	 	27	 
	3.5 Default Rate
	 	 	28	 
	3.6 Interest Recapture
	 	 	28	 
	3.7 Interest Calculations
	 	 	28	 
	3.8 Maximum Rate
	 	 	28	 
	3.9 Interest Periods
	 	 	29	 
	3.10 Conversions and Continuations
	 	 	29	 
	3.11 Order of Application
	 	 	29	 
	3.12 Sharing of Payments, Etc
	 	 	30	 
	3.13 Booking Borrowings
	 	 	30	 
	3.14 Basis Unavailable or Inadequate for the Eurodollar Rate.
	 	 	30	 
	3.15 Additional Costs
	 	 	31	 
	3.16 Change in Governmental Requirement
	 	 	32	 
	3.17 Funding Loss
	 	 	32	 
	3.18 Foreign Lenders
	 	 	32	 
	3.19 Fees
	 	 	33	 
	3.20 Option to Replace Lenders
	 	 	34	 
	 
	 	 	 	 
	SECTION 4
	 	 	35	 
	4.1 Unencumbered Properties
	 	 	35	 
	4.2 Negative Pledge Agreements
	 	 	35	 
	4.3 Guaranties
	 	 	35	 
	4.4 Unencumbered Properties Held by Consolidated Affiliates
	 	 	35	 
	 
	 	 	 	 
	SECTION 5
	 	 	36	 
	5.1 Conditions to Initial Borrowing
	 	 	36	 
	5.2 Conditions to all Borrowings
	 	 	37	 





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	 	 	Page	 
	5.3 Conditions Generally
	 	 	38	 
	 
	 	 	 	 
	SECTION 6
	 	 	38	 
	6.1 Purpose of Credit Facility
	 	 	38	 
	6.2 Existence, Good Standing, Authority and Compliance
	 	 	38	 
	6.3 Affiliates
	 	 	38	 
	6.4 Authorization and Contravention
	 	 	39	 
	6.5 Binding Effect
	 	 	39	 
	6.6 Financial Statements; Fiscal Year
	 	 	39	 
	6.7 Litigation
	 	 	39	 
	6.8 Taxes
	 	 	39	 
	6.9 Environmental Matters
	 	 	40	 
	6.10 Employee Plans
	 	 	40	 
	6.11 Properties; Liens
	 	 	40	 
	6.12 Locations
	 	 	40	 
	6.13 Government Regulations
	 	 	40	 
	6.14 Transactions with Affiliates
	 	 	40	 
	6.15 Insurance
	 	 	40	 
	6.16 Labor Matters
	 	 	41	 
	6.17 Solvency
	 	 	41	 
	6.18 Full Disclosure
	 	 	41	 
	6.19 Exemption from ERISA; Plan Assets
	 	 	41	 
	 
	 	 	 	 
	SECTION 7
	 	 	41	 
	7.1 Items to be Furnished
	 	 	41	 
	7.2 Use of Proceeds
	 	 	42	 
	7.3 Books and Records
	 	 	43	 
	7.4 Inspections
	 	 	43	 
	7.5 Taxes
	 	 	43	 
	7.6 Payment of Obligations
	 	 	43	 
	7.7 Expenses
	 	 	43	 
	7.8 Maintenance of Existence, Assets, and Business
	 	 	43	 
	7.9 Insurance
	 	 	43	 
	7.10 Preservation and Protection of Rights
	 	 	44	 
	7.11 Environmental Laws
	 	 	44	 
	7.12 INDEMNIFICATION
	 	 	44	 
	7.13 REIT Status
	 	 	45	 
	7.14 ERISA Exemptions
	 	 	45	 
	7.15 Listed Company
	 	 	45	 
	 
	 	 	 	 
	SECTION 8
	 	 	45	 
	8.1 Payment of Obligations
	 	 	45	 
	8.2 Employee Plans
	 	 	45	 
	8.3 Transactions with Affiliates
	 	 	45	 
	8.4 Compliance with Governmental Requirements and Documents
	 	 	46	 
	8.5 Loans, Advances, and Investments
	 	 	46	 
	8.6 Distributions
	 	 	46	 
	8.7 Sale of Assets
	 	 	46	 
	8.8 Mergers and Dissolutions
	 	 	47	 
	8.9 Assignment
	 	 	47	 






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Third Amended and Restated

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	 	 	Page	 
	8.10 Fiscal Year and Accounting Methods
	 	 	47	 
	8.11 New Businesses
	 	 	47	 
	8.12 Government Regulations
	 	 	47	 
	8.13 Amendment of Constituent Documents
	 	 	47	 
	8.14 Interest Rate Agreements
	 	 	47	 
	 
	 	 	 	 
	SECTION 9
	 	 	47	 
	9.1 Minimum Tangible Net Worth
	 	 	47	 
	9.2 Total Indebtedness to Total Assets
	 	 	47	 
	9.3 Maximum Secured Debt
	 	 	48	 
	9.4 Interest and Debt Service Coverage Ratios
	 	 	48	 
	 
	 	 	 	 
	SECTION 10 DEFAULT
	 	 	48	 
	10.1 Payment of Obligation
	 	 	48	 
	10.2 Covenants
	 	 	48	 
	10.3 Debtor Relief
	 	 	49	 
	10.4 Judgments and Attachments
	 	 	49	 
	10.5 Government Action
	 	 	49	 
	10.6 Misrepresentation
	 	 	49	 
	10.7 Default Under Other Agreements
	 	 	49	 
	10.8 Validity and Enforceability of Loan Documents
	 	 	50	 
	10.9 Management Changes
	 	 	50	 
	10.10 Change in Control
	 	 	50	 
	10.11 Plan Assets
	 	 	50	 
	 
	 	 	 	 
	SECTION 11
	 	 	50	 
	11.1 Remedies Upon Default
	 	 	50	 
	11.2 Waivers
	 	 	50	 
	11.3 Performance by Administrative Agent
	 	 	51	 
	11.4 Not in Control
	 	 	51	 
	11.5 Course of Dealing
	 	 	51	 
	11.6 Cumulative Rights
	 	 	51	 
	11.7 Application of Proceeds
	 	 	51	 
	11.8 Certain Proceedings
	 	 	51	 
	 
	 	 	 	 
	SECTION 12
	 	 	51	 
	12.1 Appointment; Nature of Relationship
	 	 	51	 
	12.2 Powers
	 	 	52	 
	12.3 General Immunity
	 	 	52	 
	12.4 No
Responsibility for Loans, Recitals, etc.
	 	 	52	 
	12.5 Action on Instructions of Lenders
	 	 	52	 
	12.6 Employment of Agents and Counsel
	 	 	52	 
	12.7 Reliance on Documents; Counsel
	 	 	53	 
	12.8 Agent’s Reimbursement and Indemnification
	 	 	53	 
	12.9 Notice of Default
	 	 	53	 
	12.10 Rights as a Lender
	 	 	53	 
	12.11 Lender Credit Decision
	 	 	54	 
	12.12 Successor Agent
	 	 	54	 
	12.13 Delegation to Affiliates
	 	 	55	 
	12.14 Syndication Agent
	 	 	55	 






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Credit Agreement










 






	 	 	 	 	 
	 	 	Page	 
	12.15 Other Agents
	 	 	55	 
	12.16 Approval of Lenders
	 	 	55	 
	 
	 	 	 	 
	SECTION 13 MISCELLANEOUS
	 	 	56	 
	13.1 Headings
	 	 	56	 
	13.2 Nonbusiness Days; Time
	 	 	56	 
	13.3 Communications
	 	 	56	 
	13.4 Form and Number of Documents
	 	 	56	 
	13.5 Survival
	 	 	56	 
	13.6 Governing Law
	 	 	56	 
	13.7 Invalid Provisions
	 	 	56	 
	13.8 Venue; Service of Process; Jury Trial
	 	 	57	 
	13.9 Amendments, Consents, Conflicts, and Waivers
	 	 	57	 
	13.10 Multiple Counterparts
	 	 	58	 
	13.11 Successors and Assigns; Participations
	 	 	58	 
	13.12 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances
	 	 	61	 
	13.13 Patriot Act Notification
	 	 	61	 
	13.14 Restatement of Original Agreement
	 	 	61	 
	13.15 Entirety
	 	 	61	 






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SCHEDULES AND EXHIBITS




	 	 	 
	Schedule 1

	 	Parties, Addresses, Commitments, and Wiring Information
	Schedule 4.1

	 	Initial Unencumbered Properties
	Schedule 6.2

	 	Jurisdictions of Incorporation, Chief Executive Office, and Jurisdictions, Consolidated and Unconsolidated Affiliates
	Schedule 6.7

	 	Litigation
	Schedule 6.9

	 	Environmental Matters
	Schedule 6.14

	 	Affiliates Transactions
	 
	 	 
	Exhibit A

	 	Borrowing Request
	Exhibit B

	 	Compliance Certificate
	Exhibit C-1

	 	Form of PPT Guaranty
	Exhibit C-2

	 	Form of Subsidiary Guaranty
	Exhibit D-1

	 	Form of Revolving Credit Note
	Exhibit D-2

	 	Form of Swing Line Note
	Exhibit E

	 	Form of Assignment and Assumption
	Exhibit F

	 	Form of Counsel Opinion






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Third Amended and Restated

Credit Agreement










 





THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 26, 2005 (the “Closing
Date”), among PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership
(“Borrower”), each of the lenders that are a signatory hereto (each such lender, together with each
lender that becomes a signatory hereto as provided in Sections 2.5 and 13.11(b), being
individually, together with its successors and assigns, a “Lender” and collectively, the
“Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association successor by merger to Bank
One, N.A., as Administrative Agent (in such capacity, together with its successors and assigns,
“Administrative Agent”), and BANK OF AMERICA, N.A., as Syndication Agent (in such capacity,
together with its successors and assigns, “Syndication Agent”).



R E C I T A L S:




     1. Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated
as of February 19, 2004, executed by Borrower, certain of the Lenders, Administrative Agent, the
Syndication Agent defined therein (as renewed, extended, modified, and amended from time to time,
the “Original Agreement”).



     2. Borrower, Administrative Agent, Syndication Agent, and the Lenders desire to amend, modify,
renew, and restate the Original Agreement in the form of this Agreement to modify certain terms,
conditions, and covenants contained in the Original Agreement.



     3. Upon and subject to the terms and conditions of this Agreement, the parties hereto are
willing to amend and restate the Original Agreement.



     NOW THEREFORE, in consideration of the mutual promises herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that the Original Agreement shall be amended and restated as follows:



SECTION 1



DEFINITIONS AND TERMS




     1.1 Definitions. Unless otherwise indicated, as used in the Loan Documents:



     “Adjusted Aggregate EBITDA” means, for any period, (a) Aggregate EBITDA, minus (b) the EBITDA
Adjustments, on a Consolidated Basis, for all Properties.



     “Adjusted Property EBITDA” means, for any Property, the product of (a) the difference between
(i) the EBITDA of such Property, minus (ii) the EBITDA Adjustments for such Property, in each case
for the three (3) month period ending on the last day of the fiscal quarter immediately preceding
such determination date, times (b) four (4). For Properties owned for less than three (3) months
as of the date of determination, EBITDA of all such Properties shall be equal to the lesser of (I)
the product of (x) the Approved Costs of such Properties, times (y) eight percent (8%), and (II)
Borrower’s most-recent asset manager’s forecasts for the EBITDA of such Properties for the first
(1st) calendar quarter following acquisition thereof; provided that if Administrative Agent shall
reasonably determine that such amount is not an appropriate computation of EBITDA of any such
Property, then EBITDA for all such Properties shall be based upon the most recent three (3) month
period available.



     “Administrative Agent” is defined in the preamble.



 

Third Amended and Restated

Credit Agreement










 





     “Affiliate” of a Person means any other individual or entity who directly or indirectly
controls, or is controlled by, or is under common control with, that Person. For purposes of this
definition “control,” “controlled by,” and “under common control with” mean possession, directly or
indirectly, of power to direct (or cause the direction of) management or policies (whether through
ownership of Stock, by contract, or otherwise).



     “Agents” means Administrative Agent and Syndication Agent, and “Agent” means any one of the
Agents.



     “Aggregate EBITDA” means EBITDA of the Companies, for any period, as determined on a
Consolidated Basis.



     “Agreement” means this Credit Agreement, as modified, amended, supplemented, or restated from
time to time.



     “Applicable Amount” means (a) with respect to a Contract Property, the lesser of (i) the
purchase price of such Contract Property (or the Stock of the Person that owns such Contract
Property), and (ii) the maximum personal liability of the Companies to pay such purchase price as
determined by Borrower in a manner reasonably acceptable to Administrative Agent, and (b) with
respect to a Development Property, the unpaid balance of any Liabilities incurred to finance the
costs of constructing or developing such Development Property to the extent that a Company is
obligated (as guarantor or otherwise) with respect to such Liabilities.



     “Applicable Margin” means, at the time of determination thereof:



     (a) for any period in which an Investment Grade Rating does not exist, the interest margin
over the Eurodollar Rate and the Base Rate, as the case may be, shall be based upon the Index Ratio
as follows:



	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin	 	 	Applicable Margin	 
	 	 	for Eurodollar	 	 	for Base Rate	 
	Index Ratio	 	Borrowings	 	 	Borrowings	 
	Greater than or equal to 0.55 to 1.0
	 	 	1.35	%	 	 	0.	%
	 
	 	 	 	 	 	 
	Less than 0.55 to 1.0 but greater
than or equal to 0.50 to 1.0
	 	 	1.20	%	 	 	0	%
	 
	 	 	 	 	 	 
	Less than 0.50 to 1.0 but greater
than or equal to 0.45 to 1.0
	 	 	1.05	%	 	 	0	%
	 
	 	 	 	 	 	 
	Less than 0.45 to 1.0 but greater
than or equal to 0.35 to 1.0
	 	 	0.95	%	 	 	0	%
	 
	 	 	 	 	 	 
	Less than 0.35 to 1.0
	 	 	0.85	%	 	 	0	%
	 
	 	 	 	 	 	 





     The Index Ratio shall be determined from the Compliance Certificate delivered to
Administrative Agent pursuant to Section 7.1; provided that the initial Applicable Margin shall be
based upon the Compliance Certificate dated as of March 31, 2005. The adjustment, if any, to the
Applicable Margin



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Third Amended and Restated

Credit Agreement










 







shall be effective commencing on the fifth (5th) Business Day after delivery of such
Compliance Certificate. If Borrower fails at any time to furnish to Administrative Agent the
Compliance Certificate as required to be delivered pursuant to Section 7.1, then the maximum
Applicable Margin shall apply until such time as such Compliance Certificate is so delivered.



     (b) beginning with the period commencing on the date of delivery by Borrower to Administrative
Agent of notice that Borrower achieved an Investment Grade Rating, and continuing until the public
announcement of a downgrade resulting in Borrower no longer having an Investment Grade Rating the
interest margin over the Eurodollar Rate and the Base Rate, as the case may be, and the percentage
facility fee payable pursuant to Section 3.19(d), shall be based upon the Applicable Rating as
follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 	Applicable	 	 
	 	 	 	 	 	 	 	 	 	 	Third	 	Margin for	 	Margin for	 	 
	 	 	Moody’s	 	S & P	 	Agency	 	Base Rate	 	Eurodollar	 	 
	Level	 	Rating	 	Rating	 	Rating	 	Borrowings	 	Borrowings	 	Facility Fee
	1
	 	A3 or higher	 	A- or higher	 	A- or higher	 	 	0.00	%	 	 	0.50	%	 	 	0.15	%
	2
	 	Baa1	 	BBB+	 	BBB+	 	 	0.00	%	 	 	0.525	%	 	 	0.175	%
	3
	 	Baa2	 	BBB	 	BBB	 	 	0.00	%	 	 	0.65	%	 	 	0.20	%
	4
	 	Baa3	 	BBB-	 	BBB-	 	 	0.00	%	 	 	0.80	%	 	 	0.20	%






     The “Applicable Rating” shall be determined as follows: (i) if a Debt Rating is issued by only
two (2) of Moody’s, S & P, and a Third Agency, and (A) such Debt Ratings shall fall within
different Levels (but not more than one (1) Level apart), then the Applicable Rating shall be the
higher of such Debt Ratings (e.g. if the Moody’s Rating is at Level 1 and the S & P Rating is at
Level 2, then the Applicable Rating shall be determined by reference to Level 1), (B) such Debt
Ratings shall fall within different Levels (two (2) or more Levels apart), the Applicable Rating
shall be the Debt Rating at the midpoint between the highest Debt Rating and the lowest Debt Rating
(e.g. if the Moody’s Rating is at Level 1 and the S & P Rating is at Level 3, then the Applicable
Rating shall be determined by reference to Level 2); provided however, that if there is no such
midpoint, then the Applicable Rating shall be determined by reference to the Level which is the
higher Debt Rating of the two intermediate Debt Ratings (e.g., if the S & P Rating is at Level 1
and the Moody’s Rating is at Level 4, then the Applicable Margin shall be determined by reference
to Level 2); and (ii) if a Debt Rating is issued by each of Moody’s, S & P, and a Third Agency,
then the Applicable Rating shall be the lower of the two (2) highest such Debt Ratings (e.g. if the
Moody’s Rating is at Level 1, the S & P Rating is at Level 2, and the Third Agency Rating is at
Level 3, then the Applicable Rating shall be determined by reference to Level 2). Each change in
the Applicable Rating based upon a publicly announced change in the Debt Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.



     “Approved Costs” means, for any Property, the sum of the acquisition, construction, and other
capitalized costs of such Property (or the Stock of the Company that owns such Property), whether
in the form of cash, property, liabilities assumed, or other consideration.



3

Third Amended and Restated

Credit Agreement










 





     “Approved Fund” is defined in Section 13.11(g).



     “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
assignee (with the consent of any party whose consent is required by Section 13.11), and accepted
by the Agent, in the form of Exhibit E or any other form approved by the Agent.



     “Assumed Interest Expense” means, as of any date, the product of (a) the aggregate amount of
all Unsecured Debt of the Companies as of such date, times (b) the weighted average interest rate
per annum on all such Unsecured Debt as of such date.



     “Base Rate” means, for any day, the greater of (a) the sum of the Federal Funds Rate plus
one-half of one percent (0.5%), and (b) the annual interest rate most recently announced by
Administrative Agent as its prime rate (or, if the Person then acting as Administrative Agent under
this Agreement is not a bank organized under the Governmental Requirements of the United States or
any State, then the rate announced by JPMorgan Chase Bank, N.A., or any successor thereof, as its
prime rate) in effect at its principal office, automatically fluctuating upward and downward with
and as specified in each announcement without special notice to Borrower or any other Person (which
prime rate may not necessarily represent the lowest or best rate actually charged to a customer).



     “Base Rate Borrowing” means a Borrowing bearing interest at the Base Rate plus the Applicable
Margin.



     “Binding Agreement” means a binding agreement pursuant to which a Company has agreed to
purchase a Contract Property or a Development Property from another Person and in which such Person
may enforce rights and remedies at law or in equity against a Company for failure to purchase such
Contract Property or Development Property and which remedies are not limited to retaining earnest
money, escrow, liquidated damages not to exceed ten percent (10%) of the applicable purchase price,
or other deposits of a Company or similar limitations on the liability of any Company.



     “Borrowing” means (without duplication) any amount disbursed by (a) Lenders to or on behalf of
Borrower under the Loan Documents, or (b) any Lender in accordance with, and to satisfy the
obligations of Borrower under, any Loan Document.



     “Borrowing Date” means for any Borrowing (a) the date for which funds are requested by
Borrower, or (b) the date any Borrowing is converted hereunder to another Type of Borrowing.



     “Borrowing Request” means a request substantially in the form of Exhibit A.



     “Broadmoor” means Broadmoor Austin Associates, a Texas joint venture.



     “Business Day” means (a) for all purposes, any day other than Saturday, Sunday, and any other
day that commercial banks are authorized by any Governmental Requirement to be closed in Texas or
New York, and (b) for purposes of any Eurodollar Borrowing, a day that satisfies the requirements
of clause (a) and is a day when commercial banks are open for domestic or international business in
London.



     “Capital Expenditures” means any expenditures by a Person for an asset that will be used in
years subsequent to the year in which the expenditure is made or which is properly classified in
the relevant financial statements of such Person in accordance with GAAP as a capital asset.



4

Third Amended and Restated

Credit Agreement










 





     “Capital Lease” means, for any Person, any capital lease or sublease that has been (or under
GAAP should be) capitalized on a balance sheet of such Person.



     “Cash Equivalents” means (a) investments and direct obligations of the United States of
America or any agency thereof, or obligations fully guaranteed by the United States of America or
any agency thereof, provided that such obligations mature within one (1) year of the date of
acquisition thereof, (b) commercial paper rated “A-1” or higher according to S & P or “P-1” or
better according to Moody’s and maturing not more than one hundred and eighty (180) days from the
date of acquisition thereof, (c) time deposits with, and certificates of deposit and bankers’
acceptances issued by, any Agent or any United States bank having capital surplus and undivided
profits aggregating at least $1,000,000,000, and (d) mutual funds whose investments are limited to
the foregoing.



     “Change in Control” means, with respect to Borrower, the transfer of beneficial ownership of
the outstanding partnership interests of Borrower such that PPT owns, directly or indirectly, less
than fifty-one percent (51%) of the outstanding partnership interests of Borrower.



     “Closing Date” is defined in the preamble.



     “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.



     “Commitment” means, for a Lender, the amount (which is subject to reduction and cancellation
as provided in this Agreement) stated beside such Lender’s name on Schedule 1 as most recently
amended under this Agreement, as the same may be reduced pursuant to Section 2.4, or terminated
pursuant to Section 11.1, and as the same may be increased or decreased from time to time by
further assignment pursuant to Section 13.11.



     “Commitment Percentage” means, for any Lender, the proportion (stated as a percentage) that
its Commitment bears to the Total Commitment.



     “Commitment Usage” means the Total Principal Debt (other than the Principal Debt of all
outstanding Swing Line Loans) plus the LC Exposure; provided that, for purposes of calculating the
fees payable to Administrative Agent, for its own account, under Section 3.19(c)(ii), the amount of
outstanding Swing Line Loans shall be included in Administrative Agent’s Commitment Usage.



     “Companies” means, without duplication, (a) Guarantors, (b) Borrower, and (c) each of their
respective Consolidated Affiliates, and “Company” means any one of the Companies.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit B and signed
by a Responsible Officer of Borrower and PPT.



     “Consolidated Affiliate” means, in respect of any Person, any other Person in whom such Person
holds an equity or ownership interest and whose financial results would be consolidated under GAAP
with the financial results of such Person on the consolidated financial statements of such Person.



     “Consolidated Basis” means, with respect to any amount used in the calculation of any
financial covenant or financial definition in this Agreement, such amount calculated on a
consolidated basis for the Companies in accordance with GAAP; provided that such amounts shall be
adjusted to (a) exclude any amounts attributable to Unconsolidated Affiliates of the Companies as
calculated in accordance with GAAP, (b) include the Companies’ Share of such amounts for their
Unconsolidated Affiliates (other than



5

Third Amended and Restated

Credit Agreement










 







Broadmoor), and (c) exclude the Share of any such amounts attributable to the holders of Stock
of any Consolidated Affiliates of Borrower that are not a Company.



     “Constituent Documents” means, with respect to any Person, its articles or certificate of
incorporation, bylaws, partnership agreements, organizational documents, limited liability company
agreements, trust agreement, or such other document as may govern such Person’s formation,
organization, and management.



     “Contract Property” means a real estate property that a Company has agreed to purchase
directly or indirectly (through the purchase of Stock) from a Person that is not a Company.



     “Credit Parties” means Agents and Lenders, and “Credit Party” means any one of the Credit
Parties.



     “Current Financials” means, at any time, the consolidated Financial Statements of the
Companies most recently delivered to Administrative Agent under Section 7.1(a) or 7.1(b), as the
case may be.



     “Customary Recourse Exceptions” means with respect to any Non-Recourse Debt, exclusions from
the exculpation provisions with respect to such Non-Recourse Debt for fraud, misapplication of
cash, environmental claims, breach of representations or warranties, failure to pay taxes and
insurance, and other circumstances customarily excluded by institutional lenders from exculpation
provisions and/or included in separate indemnification agreements in non-recourse financings of
real estate.



     “Debt Rating” means any one of the Moody’s Rating, the S & P Rating, and, as applicable, the
Third Agency Rating, and “Debt Ratings” means each Debt Rating taken collectively.



     “Debt Service” means, for the Companies on a Consolidated Basis for any period, the sum of
all regularly scheduled principal payments (but excluding any regularly scheduled principal
payments on any Indebtedness which pays such Indebtedness in full, but only to the extent that the
amount of such final payment is greater than the scheduled principal payment immediately preceding
such final payment) and all Interest Expense that are paid or payable during such period in respect
of all Liabilities of the Companies.



     “Debtor Relief Laws” means Title 11 of the United States Code and all other applicable state
or federal liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments, or similar Governmental Requirements affecting
creditors’ Rights in effect from time to time.



     “Default” is defined in Section 10.



     “Defaulting Lender” means, as of any date, any Lender that has defaulted on any of its
obligations under this Agreement, which default has not been cured or waived as of such date.



     “Default Rate” means an annual rate of interest equal from day-to-day to the lesser of (a) the
then-existing Base Rate plus the Applicable Margin plus four percent (4%), and (b) the Maximum
Rate.



     “Development Property” means a real estate property that is under construction or development
by a Person that is not a Company and that a Company has agreed to purchase or lease (pursuant to a
master lease or ground lease of all or substantially all of the property) upon completion of such
construction or development.



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     “Distribution” means, with respect to any Stock issued by a Person, without duplication, (a)
the declaration or payment of any dividend or distribution on or with respect to such Stock by such
Person, but not including any Special Dividends, (b) any loan or advance by that Person to, or
other investment by that Person in, the holder of any of such Stock, and (c) any other payment by
that Person with respect to such Stock.



     “EBITDA” means, for any Person or any Property for any period, the sum of (a) Net Income, plus
(b) depreciation and amortization expense, plus (c) Interest Expense, plus (d) income taxes
deducted from Net Income in accordance with GAAP, plus (e) extraordinary losses (and any unusual
losses arising in or outside the ordinary course of business of such Person not included in
extraordinary losses) determined in accordance with GAAP that have been reflected in the
determination of Net Income, minus (f) extraordinary gains (and any unusual gains arising in or
outside the ordinary course of business of such Person not included in extraordinary gains)
determined in accordance with GAAP that have been reflected in the determination of Net Income.



     “EBITDA Adjustments” means, for any Property for any period, (a) appropriate accruals for
items such as taxes, insurance, or other expenses determined by Borrower (subject to the reasonable
approval of Administrative Agent), (b) a management fee equal to the greater of actual fees
incurred or two percent (2%) of in place actual rents, and (c) a reserve of $0.25 per square foot
per year for office Properties and $0.15 per square foot for industrial Properties, all as
determined in accordance with accounting principles reasonably acceptable to Administrative Agent,
consistently applied.



     “EBITDA Value” means, for any Property as of any determination date, (a) Adjusted Property
EBITDA for such Property, divided by (b) eight and one-half percent (8.5%). In no event shall the
EBITDA Value for any Property be less than zero.



     “Eligible Assignee” is defined in Section 13.11(g).



     “Employee Plan” means an employee pension benefit plan covered by Title IV of ERISA and
established or maintained by any Company.



     “Environmental Law” means any and all Governmental Requirements pertaining to health or the
environment in effect in any and all jurisdictions in which any Company is conducting or at any
time has conducted business, or where any property of any Company is located, including, without
limitation, the Oil Pollution Act of 1990, as amended, (“OPA”), the Clean Air Act, as amended, the
Comprehensive Environmental, Response, Compensation, and Liability Act of 1980, as amended,
(“CERCLA”), the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health
Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, (“RCRA”),
the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials
Transportation Act, as amended, and other environmental conservation or protection Governmental
Requirements. The term “oil” has the meaning specified in OPA, the terms “hazardous substance” and
“release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid
waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided, however, that
(i) in the event either OPA, CERCLA or RCRA is amended so as to broaden the meaning of any term
defined thereby, such broader meaning shall apply subsequent to the effective date of such
amendment, and (ii) to the extent the Governmental Requirements of the state in which any property
of any Company is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid
waste” or “disposal” which is broader than that specified in either OPA, CERCLA or RCRA, such
broader meaning shall apply.



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     “Equity Issuance” means the issuance or sale by any Company, without duplication, of any
Stock, or options, warrants, or other rights to subscribe for or otherwise acquire Stock, of such
Company, other than the issuance by Borrower of Stock in Borrower to sellers of properties or
non-cash assets as a partial payment of the purchase price of such assets.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules
and regulations promulgated thereunder.



     “Eurodollar Rate” means, with respect to a Eurodollar Borrowing for the relevant Interest
Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service, as determined by
the Agent from time to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, and having a maturity equal to such Interest
Period, provided that, if no such rate is available to Administrative Agent, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the rate reasonably
determined by Administrative Agent to be the rate at which JPMorgan Chase Bank, N.A. or one of its
Affiliate banks offers to place deposits in U.S. dollars with first class banks in the interbank
market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of JPMorgan Chase Bank, N.A.’s relevant Eurodollar
Borrowing and having a maturity equal to such Interest Period. The Eurodollar Rate will be
increased by the amount of any Reserve Requirements as set forth in Section 3.15(a).



     “Eurodollar Borrowing” means a Borrowing bearing interest at the sum of the Eurodollar Rate
plus the Applicable Margin.



     “Excluded Companies” means, as of any date of determination, any Consolidated Affiliate or
Unconsolidated Affiliate of PPT whose (a) individual contribution to the calculation of Total
Assets as of such determination date constitutes less than fifteen percent (15%) of Total Assets,
and (b) aggregate contributions to the calculation of Total Assets as of such determination date
constitute less than twenty percent (20%) of Total Assets.



     “Extended Termination Date” means July 26, 2009.



     “Federal Funds Rate” means, on any day, the annual rate (rounded upwards, if necessary, to the
nearest 0.01%) determined by Administrative Agent (which determination is conclusive and binding,
absent manifest error) to be equal to the weighted average of the rates on overnight federal funds
transactions with member banks of the Federal Reserve System arranged by federal funds brokers as
published by the Federal Reserve Bank of New York on the next successive Business Day; provided,
however, that (a) if such determination date is not a Business Day, then the Federal Funds Rate for
such day shall be the rate for such transactions on the next preceding Business Day as published on
the next successive Business Day, or (b) if those rates are not published for any Business Day,
then the Federal Funds Rate shall be the average of the quotations at approximately 10:00 a.m. on
such Business Day received by Administrative Agent from three (3) federal funds brokers of
recognized standing selected by Administrative Agent in its sole discretion.



     “Financeable Ground Lease” means, a ground lease satisfactory to Agents in their reasonable
discretion, which must provide protections for a potential leasehold mortgagee (“Mortgagee”) which
include, among other things (a) a remaining term, including any optional extension terms
exercisable unilaterally by the tenant, of no less than twenty-five (25) years from the Closing
Date, (b) that the ground lease will not be terminated until the Mortgagee has received notice of a
default, has had a reasonable



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opportunity to cure or complete foreclosure, and has failed to do so, (c) provision for a new
lease on the same terms to the Mortgagee as tenant if the ground lease is terminated for any reason
or other protective provisions acceptable to Administrative Agent, (d) non-merger of the fee and
leasehold estates, (e) transferability of the tenant’s interest under the ground lease without any
requirement for consent of the ground lessor unless based on reasonable objective criteria as to
the creditworthiness or line of business of the transferee or delivery of customary assignment and
assumption agreements from the transferor and transferee, and (f) that insurance proceeds and
condemnation awards (from the fee interest as well as the leasehold interest) will be applied
pursuant to the terms of the applicable leasehold mortgage.



     “Financial Statements” of a Person means balance sheets, and statements of earnings,
shareholders’ equity, and cash flow prepared (a) according to GAAP, (b) except as stated in Section
1.4, in comparative form to prior year-end figures or corresponding periods of the preceding fiscal
year, as applicable, and (c) on a consolidated basis if that Person had any Consolidated Affiliates
during the applicable period.



     “Fixed Charges” means, for the Companies on a Consolidated Basis for any period, the sum of
(a) Debt Service during such period, and (b) all Distributions paid or payable during such period
in respect of any preferred Stock of the Companies, but excluding any Consolidated Affiliates Share
of an Unconsolidated Affiliate’s Distributions in respect of preferred Stock paid to a Consolidated
Affiliate.



     “Foreign Lender” means any Lender that is organized under the Governmental Requirements of any
jurisdiction other than the United States of America or any State thereof.



     “Fund” is defined in Section 13.11(g).



     “Funding Loss” means, without duplication, any loss, expense, or costs incurred by any Lender
(including any loss, expense, or cost incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to make or maintain any portion of any Borrowing as
a Eurodollar Borrowing) when (a) Borrower fails or refuses (for any reason other than any Lender’s
failure to comply with this Agreement) to take any Borrowing that it has requested under this
Agreement, (b) Borrower prepays or pays any Borrowing or converts any Borrowing to a Borrowing of
another Type, in each case, before the last day of the applicable Interest Period, as the case may
be, (c) Borrower fails or refuses to prepay a Eurodollar Borrowing on the date specified in any
notice of prepayment, (d) Borrower fails or refuses to continue a Eurodollar Borrowing on the date
specified in a Borrowing Request, or (e) Borrower fails or refuses to convert a Base Rate Borrowing
to a Eurodollar Borrowing on the date specified in a Borrowing Request.



     “Funds from Operations” means, for any Person for any period, without duplication, (a) such
Person’s, and such Person’s Share of its Unconsolidated Affiliates Net Income plus depreciation and
amortization expense (exclusive of amortization of financing costs), all as determined in
accordance with GAAP, minus (b) the Share of any such amounts attributable to the holders of Stock
of any Consolidated Affiliates of such Person that are not a Company (calculated in accordance with
clause (a) preceding); provided that there shall not be included in such calculation (i) any
proceeds of any insurance policy other than rental or business interruption insurance received by
such Person, (ii) any gain or loss which is classified as “extraordinary” in accordance with GAAP,
or (iii) any capital gains and losses and taxes on capital gains. Funds from Operations shall not
be reduced by any Distribution in respect of any preferred Stock of such Person. Notwithstanding
the foregoing, non-cash charges for asset impairment and losses from debt extinguishment required
under GAAP shall not be deducted from Net Income in determining Funds from Operations.



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     “GAAP” means generally accepted accounting principles of the Accounting Principles Board of
the American Institute of Certified Public Accountants and the Financial Accounting Standards Board
that are applicable on the date of this Agreement, subject to changes permitted by Section 1.4.



     “Governmental Authority” means any (a) local, state, or federal judicial, executive, or
legislative instrumentality, (b) private arbitration board or panel acting through binding
arbitration or mediation, or (c) central bank.



     “Governmental Requirement” means all applicable statutes, laws, treaties, ordinances, rules,
regulations, orders, writs, injunctions, decrees, judgments, opinions, and interpretations of any
Governmental Authority.



     “Guaranties” means the PPT Guaranty and the Subsidiary Guaranty, and “Guaranty” means any one
of the Guaranties.



     “Guarantors” means PPT and Subsidiary Guarantors, and “Guarantor” means any one of the
Guarantors.



     “Hazardous Substance” means any substance (a) the presence of which requires removal,
remediation, or investigation under any Environmental Law, or (b) that is defined or classified as
a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance
under any Environmental Law.



     “Increasing Lender” is defined in Section 2.5.



     “Indebtedness” means, for any Person, all Liabilities of such Person, excluding (a) accounts
payable and accrued expenses in each case incurred in the ordinary course of business and the
payment of which is not past-due (unless payment is being contested in good faith by appropriate
proceedings diligently conducted and for which reserves in accordance with GAAP or otherwise
reasonably acceptable to Administrative Agent have been provided), and (b) Liabilities in which
such Person maintains restricted cash deposits that are not included in Total Assets to satisfy
payment thereof, but only to the extent of such cash deposits.



     “Index Ratio” means the financial covenant set forth in Section 9.2.



     “Initial Termination Date” means July 26, 2008.



     “Interest Expense” means, for any Person for any period, all of such Person’s paid, accrued,
or amortized interest expense (net of any amounts received by such Person in respect of any
Interest Rate Agreements, but including any amounts paid or amortized during such period in respect
of any Interest Rate Agreements) on such Person’s Indebtedness (whether direct, indirect, or
contingent, and including interest on all convertible Indebtedness), other than interest
capitalized on the balance sheet of such Person in accordance with GAAP.



     “Interest Period” has the meaning set forth in Section 3.9.



     “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, or other similar agreement or arrangement designed to protect any
Company against fluctuations in interest rates.



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     “Investment Grade Rating” means that (a) both (i) the Moody’s Rating equals Baa3 or better and
(ii) the S & P Rating equals BBB- or better, or (b) (i) either (A) the Moody’s Rating equals Baa3
or better or (B) the S & P Rating equals BBB- or better, and (ii) the Third Agency Rating is BBB-
(or its equivalent) or better.



     “Investments in Joint Ventures” means the Companies’ investments in the Stock of, or loans and
advances to, partnerships, joint ventures, and similar entities that are not Consolidated
Affiliates. Investments in Joint Ventures, as of any date, shall be calculated as the lesser of
the Companies’ Share of (a) the Approved Costs of each Property owned by an Unconsolidated
Affiliate, and (b) the sum of (i) the book value of such Property on the financial statements of
such Unconsolidated Affiliate determined in accordance with GAAP plus (ii) accumulated depreciation
with respect to such Property determined in accordance with GAAP.



     “Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section 2.7(i). The Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.



     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.



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



     “Lenders” is defined in the preamble.



     “Letter of Credit” means any letter of credit issued pursuant to this Agreement.



     “Liabilities” means (without duplication), for any Person, (a) any indebtedness, liabilities,
or obligations required by GAAP to be classified upon such Person’s balance sheet as liabilities,
(b) any liabilities secured (or for which the holder of the Liability has an existing Right,
contingent or otherwise, to be so secured) by any Lien existing on property owned or acquired by
that Person, (c) any obligations that have been (or under GAAP should be) capitalized for financial
reporting purposes, including all Capital Leases, (d) mandatory net obligations to purchase or
repurchase such Person’s Stock as calculated by Borrower in a manner reasonably acceptable to
Administrative Agent, (e) Unfunded Liabilities, and (f) such Person’s Share of any Liabilities of
Unconsolidated Affiliates, and “Liability” means any of the Liabilities; provided however, that
Liabilities shall exclude (x) the net “mark-to-market” obligations of such Person under any
Interest Rate Agreement and (y) any perpetual and/or preferred Stock of such Person classified upon
such Person’s balance sheet as a liability in accordance with GAAP, provided that such perpetual
and/or preferred Stock was not classified upon such Person’s balance sheet as a liability in
accordance with GAAP when originally issued by such Person.



     “Lien” means any lien, mortgage, security interest, pledge, assignment, charge, title
retention agreement, or encumbrance of any kind and any other substantially similar arrangement for
a creditor’s claim to be satisfied from assets or proceeds prior to the claims of other creditors
or the owners.



     “Litigation” means any action by or before any Governmental Authority.



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     “Loan Documents” means (a) this Agreement, certificates, and reports delivered under this
Agreement, and exhibits and schedules to this Agreement, (b) the Notes, (c) the Guaranties, (d) any
Interest Rate Agreements with any Lender specifically relating to the Obligation, (e) each Letter
of Credit, (f) all other agreements, documents, and instruments executed by Obligors in favor of
any of the Credit Parties (or any Agent on behalf of the Credit Parties) ever delivered in
connection with or under this Agreement, and (g) all renewals, extensions, and restatements of, and
amendments and supplements to, any of the foregoing.



     “Material Adverse Event” means any circumstance or event that, individually or collectively
with other circumstances or events, reasonably is expected to result in any (a) material impairment
of the ability of the Obligors (including Borrower and PPT), taken as a whole, Borrower, or PPT to
perform any of their respective payment or other obligations under any Loan Document, (b) material
impairment of the ability of any Credit Party to enforce (i) any of the obligations of any Obligor
under this Agreement or the other Loan Documents, or (ii) any of their respective Rights under the
Loan Documents, or (c) material and adverse effect on the financial condition of the Companies
(including Borrower and PPT), taken as a whole, Borrower, or PPT.



     “Maximum Amount” and “Maximum Rate” respectively mean, for an Agent or a Lender, the maximum
non-usurious amount and the maximum non-usurious rate of interest that, under applicable
Governmental Requirement, such Agent or Lender is permitted to contract for, charge, take, reserve,
or receive on the Obligation.



     “Money Market Rate” means, as to any Swing Line Loan made by Administrative Agent pursuant to
Section 2.2, a rate per annum that shall be determined by agreement between Borrower and
Administrative Agent (but in no event to exceed the Eurodollar Rate plus the Applicable Margin).



     “Moody’s” means Moody’s Investors Service, Inc., or, if Moody’s no longer publishes ratings,
another ratings agency acceptable to Agents.



     “Moody’s Rating” means the most recently-announced rating from time to time of Moody’s
assigned to the Obligation or any other class of long-term senior, unsecured debt securities issued
by PPT or Borrower, as to which no letter of credit, guaranty, or third-party credit support is in
place, regardless of whether all or any part of such debt securities have been issued at the time
such rating was issued.



     “Multi-employer Plan” means a multi-employer plan as defined in Sections 3(37) or 4001(a)(3)
of ERISA or Section 414(f) of the Code to which Borrower or any of its Consolidated Affiliates (or
any Person that, for purposes of Title IV of ERISA, is a member of Borrower’s controlled group or
is under common control with Borrower within the meaning of Section 414 of the Code) is making, or
has made, or is accruing, or has accrued, an obligation to make contributions.



     “Net Income” means, for any Person or any Property for any period, the net earnings (or loss)
after taxes of such Person or such Property, as the case may be, determined in accordance with
GAAP.



     “Net Proceeds” means, with respect to any Equity Issuance by any Company, the amount of cash
received by such Company in connection with such transaction after deducting therefrom the
aggregate, without duplication, of the following amounts to the extent properly attributable to
such transaction: (a) brokerage commissions, attorneys’ fees, finder’s fees, financial advisory
fees, accounting fees, underwriting fees, investment banking fees, and other similar commissions
and fees (and expenses and disbursements of any of the foregoing), in each case, to the extent paid
or payable by such Company; (b) printing and related expenses and filing, recording, or
registration fees or charges or similar fees or



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charges paid by such Company; and (c) taxes paid or payable by such Company to any
Governmental Authority as a result of such transaction.



     “Non-Recourse Debt” means, for any Person, any Indebtedness of such Person in which the holder
of such Indebtedness may not look to such Person personally for repayment, other than to the extent
of any security therefor or pursuant to Customary Recourse Exceptions.



     “Notes” means one of the promissory notes substantially in the form of Exhibit D-1, and “Note”
means any one of the Notes.



     “Obligation” means all present and future indebtedness and obligations, and all renewals,
increases, and extensions thereof, or any part thereof, now or hereafter owed to any Credit Party
by Borrower under any Loan Document, together with all interest accruing thereon, fees, costs and
expenses (including all reasonable attorneys’ fees and expenses incurred in the enforcement or
collection thereof) payable under the Loan Documents or in connection with the protection of Rights
under the Loan Documents.



     “Obligors” means Borrower and Guarantors, and “Obligor” means any one of the Obligors.



     “Occupancy Rate” means, for any Property, the percentage of the rentable area of such Property
leased pursuant to bona fide tenant leases, licenses, or other agreements requiring current rent or
other similar payments (unless the tenant is in a free rent period offered as an inducement to
enter into such bona fide tenant lease on customary terms, not to exceed twelve (12) months).



     “Participant” is defined in Section 13.11(d).



     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereof, established
under ERISA.



     “Permitted Distributions” means, for (a) Borrower for any fiscal year of Borrower, an amount
of Distributions not to exceed ninety-five percent (95%) of Borrower’s Funds from Operations for
such fiscal year, and (b) PPT for any fiscal year of PPT, an amount of Distributions not to exceed
ninety-five percent (95%) of PPT’s Funds from Operations for such fiscal year.



     “Permitted Liens” means:



     (a) Liens granted to Administrative Agent, for the ratable benefit of the Credit Parties, to
secure the Obligation;



     (b) pledges or deposits made to secure payment of worker’s compensation (or to participate in
any fund in connection with worker’s compensation insurance), unemployment insurance, pensions, or
social security programs;



     (c) encumbrances consisting of zoning restrictions, easements, or other restrictions on the
use of real property, provided that such items do not materially impair the use of such property
for the purposes intended and none of which is violated in any material respect by existing or
proposed structures or land use;



     (d) Liens imposed by mandatory provisions of any Governmental Requirement such as for
materialmen’s, mechanic’s, warehousemen’s, and other like Liens arising in the ordinary course of
business, securing payment of any Liability whose payment is not yet due or that is being contested in



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good faith by appropriate proceedings diligently conducted, and for which reserves in
accordance with GAAP or other security (and otherwise reasonably acceptable to Administrative
Agent) have been provided;



     (e) Liens for taxes, assessments, and governmental charges or assessments that are not yet due
and payable or that are being contested in good faith by appropriate proceedings diligently
conducted, and for which reserves in accordance with GAAP or other security (and otherwise
reasonably acceptable to Administrative Agent) have been provided;



     (f) Liens securing assessments or charges payable to a property owner association or similar
entity, which assessments are not yet due and payable or that are being contested in good faith by
appropriate proceedings diligently conducted, and for which reserves in accordance with GAAP or
other security (and otherwise reasonably acceptable to Administrative Agent) have been provided;
and



     (g) Liens in a Property securing Indebtedness for which cash or Cash Equivalents in an amount
sufficient to pay all principal and interest of such Indebtedness have been deposited with a title
company or other escrow agent and in which the owner of such Property is insured by title insurance
acceptable to each Agent.



     “Person means any individual, entity, or Governmental Authority.



     “Potential Default” means the occurrence of any event or the existence of any circumstance
that could, upon notice or lapse of time or both, become a Default.



     “PPT” means Prentiss Properties Trust, a Maryland real estate investment trust.



     “PPT Guaranty” means the Unconditional Guaranty of Payment dated of even date herewith,
executed by PPT in favor of the Credit Parties, and substantially in the form of Exhibit C-1.



     “Principal Debt” means, for a Lender and at any time, the unpaid principal balance of all
outstanding Borrowings from such Lender hereunder.



     “Properties” means all real estate properties owned by any Company or any Unconsolidated
Affiliate, and “Property” means any one of the Properties.



     “Pro Rata” and “Pro Rata Share” means, when determined for any Lender, the proportion (stated
as a percentage) that such Lender’s Commitment bears to the Total Commitment, or, if the Total
Commitments shall have been terminated, then the proportion (stated as a percentage) that the sum
of the Principal Debt owed to such Lender bears to the Total Principal Debt owed to all Lenders.



     “Recourse Debt” means, for any Person, Indebtedness of such Person that is not Non-Recourse
Debt; provided that (a) Recourse Debt of the Companies shall include any Indebtedness guaranteed
(other than Customary Recourse Exceptions) by PPT or Borrower, and (b) Recourse Debt of the
Companies, as of any date, shall not include Indebtedness of any Excluded Companies so long as no
Obligor is obligated (as guarantor or otherwise other than for Customary Recourse Exceptions) on
such Indebtedness. To the extent that any Person has partial recourse obligations with respect to
any Indebtedness, then only that portion of such Indebtedness that is not Non-Recourse Debt shall
be considered to be Recourse Debt (e.g., if any such Person is personally liable for only
$25,000,000 of Indebtedness equal to $100,000,000, then only $25,000,000 of such Indebtedness shall
be Recourse Debt).



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     “Redemption” means, with respect to any Stock issued by a Person, the retirement, redemption,
purchase, or other acquisition for value of such Stock by such Person.



     “Register” is defined in Section 13.11(c).



     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve requirements applicable to member
banks of the Federal Reserve System.



     “REIT” means a “real estate investment trust” for purposes of the Code.



     “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents and advisors of such Person and such Person’s
Affiliates.



     “Representatives” means representatives, officers, directors, employees, attorneys, and
agents.



     “Required Lenders” means, as of any date, any combination of Lenders (other than Defaulting
Lenders) who collectively hold sixty-six and two-thirds percent (66-2/3%) or more of the Total
Commitment (excluding the Commitments of Defaulting Lenders), or if the Total Commitment shall have
been terminated, then of the Total Principal Debt (other than the Principal Debt of Defaulting
Lenders) plus the LC Exposure.



     “Reserve Requirement” means, with respect to any Eurodollar Borrowing for the relevant
Interest Period, the actual aggregate reserve requirements (including all basic, supplemental,
emergency, special, marginal, and other reserves required by applicable Governmental Requirement
including, without limitation, Regulation D) applicable to a member bank of the Federal Reserve
System for eurocurrency fundings or liabilities.



     “Responsible Officer” means, for any Person, any chairman, president, chief executive officer,
chief financial officer, controller, secretary, treasurer, executive vice president, or senior vice
president of such Person.



     “Rights” means rights, remedies, powers, privileges, and benefits.



     “Secured Debt” means, for any Person, Indebtedness of such Person secured by Liens (other than
Permitted Liens) in any of such Person’s Properties or other assets.



     “Share” means, for any Person, such Person’s share of the assets, liabilities, revenues,
income, losses, or expenses of a Consolidated Affiliate or an Unconsolidated Affiliate, as
applicable, of such Person, based upon such Person’s percentage ownership of Stock of such
Consolidated Affiliate or Unconsolidated Affiliate.



     “Solvent” means, as to a Person, that (a) the aggregate fair market value of its assets
exceeds its Liabilities, (b) such Person is able to pay and is paying its Liabilities as they
mature, and (c) it does not have unreasonably small capital to conduct its businesses.



     “S & P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York
corporation, or if S & P no longer publishes ratings, then another ratings agency acceptable to
Agents.



     “S & P Rating” means the most recently-announced rating from time to time of S & P assigned to
the Obligation or any other class of long-term senior, unsecured debt securities issued by PPT or



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Borrower, as to which no letter of credit, guaranty, or third-party credit support is in
place, regardless of whether all or any part of such debt securities have been issued at the time
such rating was issued.



     “Special Dividends” means the net cash proceeds (net of related debt payments) from the sale
of assets, to the extent that such cash proceeds are not otherwise included in the definition of
Funds from Operations.



     “Stock” means all shares, options, warrants, general or limited partnership interests,
membership interests, or other ownership interests (regardless of how designated) of or in a
corporation, partnership, limited liability company, trust, or other entity, whether voting or
nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is
defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended).



     “Subsidiary Guarantors” means, as of any date, all Consolidated Affiliates that have executed
the Subsidiary Guaranty, and “Subsidiary Guarantor” means any one of the Subsidiary Guarantors.



     “Subsidiary Guaranties” means each Unconditional Guaranty of Payment substantially in the form
of Exhibit C-2, executed by a Subsidiary Guarantor in favor of the Credit Parties, and “Subsidiary
Guaranty” means any one of the Subsidiary Guaranties.



     “Subsequent Lender” is defined in Section 2.5.



     “Swing Line Interest Period” is defined in Section 3.9.



     “Swing Line Loan” means a Borrowing made pursuant to Section 2.2.



     “Swing Line Note” means that certain promissory note executed by Borrower and payable to the
order of JPMorgan Chase Bank, N.A. in the original principal amount of $50,000,000.00 substantially
in the form of Exhibit D-2, and all renewals, extensions, modifications, rearrangements, and
replacements thereof and any and all substitutions therefor.



     “Swing Line Rate” means, with respect to any Swing Line Loan (a) having a Swing Line Interest
Period of less than seven (7) days, the Money Market Rate, (b) having a Swing Line Interest Period
of seven (7) days or more, at Borrower’s option, (i) the Eurodollar Rate plus the Applicable
Margin, or (ii) the Money Market Rate.



     “Swing Line Subfacility” means the subfacility under the Total Commitment as described in, and
subject to the limitations of, Section 2.2.



     “Syndication Agent” is defined in the preamble.



     “Tangible Net Worth” means, as of any date, (a) Total Assets, minus (b) all Liabilities (other
than accounts payable and accrued expenses that are not Indebtedness and that are incurred in the
ordinary course of business not exceeding five percent (5%) of Total Assets as of such date) of the
Companies, on a Consolidated Basis, as of such date.



     “Taxes” means, for any Person, taxes, assessments, or other governmental charges or levies
imposed upon it, its income, or any of its properties, franchises, or assets.



     “Termination Date” means the earlier of (a) (i) the Initial Termination Date if not extended
pursuant to the terms of Section 2.6, or (ii) the Extended Termination Date, if the Initial
Termination Date



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is extended pursuant to the terms of Section 2.6, and (b) the effective date that Lenders’
commitments to lend hereunder are otherwise canceled or terminated in accordance with this
Agreement.



     “Third Agency” means Fitch, Inc. or any other nationally recognized rating agency other than
Moody’s or S & P, as approved by Administrative Agent in its reasonable discretion.



     “Third Agency Rating” means the most recently-announced rating from time to time of a Third
Agency assigned to the Obligation or any other class of long-term senior, unsecured debt securities
issued by PPT or Borrower, as to which no letter of credit, guaranty, or third-party credit support
is in place, regardless of whether all or any part of such debt securities have been issued at the
time such rating was issued.



     “Total Assets” means, as of any determination date, the sum of the Companies’ Share of the
following (without duplication):



     (a) the EBITDA Value of each Property owned by a Company for, and in which construction was
completed and a certificate of occupancy was issued, more than twelve (12) months as of such
determination date, provided, however, that for any such Property that has an Occupancy Rate of
less than eighty-five percent (85%), then commencing with the first quarter that the Occupancy Rate
is less than eighty-five percent (85%) for any month during such quarter, for that quarter and for
the next five (5) calendar quarters thereafter, Borrower may use the higher of EBITDA Value or
Approved Costs; plus



     (b) the Approved Costs of each Property not included in any other clause of this definition;
plus



     (c) the lesser of (i) $40,000,000, and (ii) the product of (A) seven (7), and (B) EBITDA for
the four (4) fiscal quarters ending on such determination date in respect of management contracts
between a Company and a third party (other than another Company), provided, however, if a
management contract is with an Unconsolidated Affiliate or a Company, as owner, the EBITDA related
to any such management contract will only include the unrelated party’s share of such EBITDA; plus



     (d) the sum of (without duplication) the Approved Costs of each Property owned by an
Unconsolidated Affiliate (other than Broadmoor) as of such determination date, provided, that if
the interest in the Unconsolidated Affiliate is an interest retained or granted as part of the
sales price of a Property, then the value will be Borrower’s share of the net sales price of such
Property; plus



     (e) the Companies’ cash and Cash Equivalents, in each case that are not subject to any Lien;
plus



     (f) the lesser of (i) the sum of the Approved Costs of each Property consisting of raw land,
and (ii) five percent (5.0%) of Total Assets as of such date after giving effect to such land; plus



     (g) the Applicable Amount of each Contract Property to the extent that the calculation of
Liabilities or Indebtedness includes any Unfunded Liabilities with respect to such Contract
Property; plus



     (h) the Applicable Amount of each Development Property to the extent that the calculation of
Liabilities or Indebtedness includes any Unfunded Liabilities with respect to such Development
Property.



     No Property can have a value, calculated as provided above, of less than $0.00.



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     “Total Commitment” means, at any time, the sum of the Commitments of all Lenders, not to
exceed $400,000,000.00.



     “Total Principal Debt” means, at any time, the sum of the Principal Debt of all Lenders.



     “Trust Preferred Securities” means collectively (i) the 25,000 Floating Rate Preferred
Securities of Prentiss Properties Capital Trust II, a Delaware statutory trust, having a stated
liquidation amount of $1,000 per security, bearing a variable rate, reset quarterly, equal to LIBOR
plus 1.25%, issued on May 26, 2005 and redeemable by Prentiss Properties Acquisition Partners,
L.P., at its option, any time after June 30, 2010, (ii) the 774 Common Securities of Prentiss
Properties Capital Trust II, having a stated liquidation amount of $1,000 per security, issued to
Prentiss Properties Limited, Inc. on May 26, 2005, (iii) the 51,250 Floating Rate Preferred
Securities of Prentiss Properties Capital Trust I, a Delaware statutory trust, having a stated
liquidation amount of $1,000 per security, bearing a variable rate, reset quarterly, equal to LIBOR
plus 1.25%, issued on March 15, 2005 and redeemable by Prentiss Properties Acquisition Partners,
L.P., at its option, any time after March 30, 2010, and (iv) the 1,586 Common Securities of
Prentiss Properties Capital Trust I, having a stated liquidation amount of $1,000 per security,
issued to Prentiss Properties Limited, Inc. on March 15, 2005, and similar issuances approved by
Administrative Agent, provided that Administrative Agent shall be deemed to have approved similar
issuances with subordination and prepayment provisions of the types contained in prior Trust
Preferred Securities.



     “Type” means any type of Borrowing determined with respect to the applicable interest option.



     “Unconsolidated Affiliate” means any Person in whom Borrower or PPT holds a voting equity or
ownership interest and whose financial results would not be consolidated under GAAP with the
financial results of Borrower or PPT on the consolidated financial statements of Borrower or PPT.



     “Unencumbered Properties” means, as of any date, all Properties in which any Company owns fee
simple title or leasehold interests under a Financeable Ground Lease, in each case (a) free and
clear of any Liens or claims (including restrictions on transferability or assignability) of any
kind (including any such Lien, claim or restriction imposed by the organizational documents of such
Company, but excluding Permitted Liens), (b) is not subject to any agreement (including (i) any
agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such
asset, and (ii) if applicable, the organizational documents of such Company) which prohibits or
limits the ability of such Company to create, incur, assume or suffer to exist any Lien upon any
assets, unless all requisite consents have been obtained, and (c) is not subject to any agreement
(including any agreement governing Indebtedness incurred in order to finance or refinance the
acquisition of such asset) which entitles any Person to the benefit of any Lien (but excluding
Permitted Liens), or would entitle any Person to the benefit of any Lien (but excluding Permitted
Liens), and “Unencumbered Property” means any one of the Unencumbered Properties. Unencumbered
Properties include Properties owned by Subsidiary Guarantors that have executed guaranties
permitted by the last two sentences of Section 4.4.



     “Unencumbered Property Report” means a report in substantially the form of Schedule 4.1
certified by a Responsible Officer of Borrower, setting forth in reasonable detail the total square
footage, Occupancy Rate, Approved Costs, EBITDA, EBITDA Adjustments, and Adjusted Property EBITDA
for the Unencumbered Properties (individually and in the aggregate).



     “Unfunded Liabilities” means, for any Person, (a) if evidenced by a Binding Agreement, then
all obligations to purchase a Contract Property or Development Property (the amount of such
Unfunded Liabilities being equal to the Applicable Amount with respect to such Contract Property or
Development Property), and (b) any guaranties, endorsements, and other contingent obligations
(including any



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obligations as general partner) with respect to the principal of the Liabilities of others
(including any Unconsolidated Affiliates of such Person) for which such Person has personal
liability.



     “Unsecured Debt” means, for any Person, Indebtedness of such Person that is not Secured Debt.



     “Unused Commitment” means, at any time, (a) the Total Commitment minus (b) the Commitment
Usage.



     1.2 Time References. Unless otherwise specified in the Loan Documents (a) time references are
to time in Houston, Texas, and (b) in calculating a period from one date to another, the word
“from” means “from and including” and the word “to” or “until” means “to but excluding.”



     1.3 Other References. Unless otherwise specified in the Loan Documents (a) where appropriate,
the singular includes the plural and vice versa, and words of any gender include each other gender,
(b) headings and caption references may not be construed in interpreting provisions, (c) monetary
references are to currency of the United States of America, (d) section, paragraph, annex,
schedule, exhibit, and similar references are to the particular Loan Document in which they are
used, (e) references to “telecopy,” “facsimile,” “fax,” or similar terms are to facsimile or
telecopy transmissions, (f) references to “including” mean including without limiting the
generality of any description preceding that word, (g) the rule of construction that references to
general items that follow references to specific items are limited to the same type or character of
those specific items is not applicable in the Loan Documents, (h) references to any Person include
that Person’s heirs, personal representatives, successors, trustees, receivers, and permitted
assigns, (i) references to any Governmental Requirement include every amendment or supplement to
it, rule and regulation adopted under it, and successor or replacement for it, and (j) references
to any Loan Document or other document include every renewal and extension of it, amendment and
supplement to it, and replacement or substitution for it.



     1.4 Accounting Principles. Under the Loan Documents, unless otherwise stated, (a) GAAP
determines all accounting and financial terms and compliance with financial covenants, (b) GAAP in
effect on the date of this Agreement determines compliance with financial covenants, (c) otherwise,
all accounting principles applied in a current period must be comparable in all material respects
to those applied during the preceding comparable period, and (d) all accounting and financial terms
and compliance with financial covenants must be for the Companies, on a consolidated basis, as
applicable. If there is a change in GAAP after the date hereof, then each Compliance Certificate
shall include calculations setting forth the adjustments from the relevant financial items as shown
in the Current Financials, based on the then-current GAAP, to the corresponding financial items
based on GAAP as used in the Current Financials delivered to Administrative Agent and Lenders on or
prior to the date hereof, so as to demonstrate how such financial covenant compliance was derived
from the Current Financials.



SECTION 2




COMMITMENT




     2.1 Revolving Facility. Subject to the provisions in the Loan Documents, each Lender
severally and not jointly agrees to lend to Borrower one or more Borrowings hereunder which
Borrower may borrow, repay, and reborrow under this Agreement, subject to the following conditions:



     (a) each Borrowing requested by Borrower hereunder must occur on a Business Day and no later
than the Business Day immediately preceding the Termination Date;



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     (b) each Borrowing requested by Borrower must be in an amount not less than $1,000,000 (unless
such Borrowing is to repay a Swing Line Loan or an LC Disbursement) or a greater integral multiple
of $100,000 or, if less, the Unused Commitment;



     (c) the Total Principal Debt plus the LC Exposure may not exceed the Total Commitment; and



     (d) no Lender’s Principal Debt may exceed such Lender’s Commitment.



     2.2 Swing Line Subfacility.



     (a) Subject to the terms and conditions hereof, if necessary to meet Borrower’s funding
deadlines, Administrative Agent agrees to make Swing Line Loans to Borrower at any time on or prior
to the three (3) Business Days prior to the Termination Date, not to exceed an amount at any one
time outstanding equal to the lesser of (i) $50,000,000.00, and (ii) the Unused Commitment. Swing
Line Loans shall constitute “Borrowings” for all purposes hereunder, except that Swing Line Loans
shall not be considered a utilization of any Lender’s Commitment (other than of Administrative
Agent). Swing Line Loans aggregating more than $15,000,000.00 may not be outstanding for more than
fourteen (14) consecutive Business Days.



     (b) Each request for a Swing Line Loan shall be in the amount of $500,000 or a greater
integral multiple of $500,000. Borrower may request a Swing Line Loan by submitting a Notice of
Borrowing to Administrative Agent. Such Notice of Borrowing must be received by Administrative
Agent no later than 12:00 noon on the Borrowing Date for such Swing Line Loan; provided that
Borrower shall have provided telephonic notice to Administrative Agent no later than 11:00 a.m. on
the Borrowing Date for such Swing Line Loan. Administrative Agent shall make such Swing Line Loan
available to Borrower in Houston, Texas at 12:00 noon on such Borrowing Date.



     (c) Upon the occurrence of a Default, Administrative Agent shall, on behalf of Borrower (which
hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a
Base Rate Borrowing (unless Borrower has requested a Eurodollar Borrowing in accordance with the
terms of this Agreement) from Lenders (and each Lender shall fund its Pro Rata Share thereof) in an
amount sufficient to repay the Principal Debt outstanding under such Swing Line Loan; provided that
such Borrowing shall be made notwithstanding Borrower’s noncompliance with Section 5. The proceeds
of such Borrowing shall be immediately applied to repay such Swing Line Loan. If such Lender does
not promptly make such Borrowing upon Administrative Agent’s demand therefor, and until such time
as such Lender makes the required payment, Administrative Agent shall be deemed to continue to have
outstanding its ratable portion of the Principal Debt of such Swing Line Loan in the amount of such
unpaid obligation. If, for any reason (including but not limited to the filing of a petition in
bankruptcy with respect to Borrower), a Borrowing may not be (as determined by Administrative Agent
in its sole discretion), or is not, made pursuant to this Section 2.2(c) to repay any Swing Line
Loan as required hereby, then, effective on the date such Borrowing would otherwise have been made,
each Lender severally, unconditionally, and irrevocably agrees that it shall be deemed to have
purchased an undivided participating interest in such Swing Line Loan (an “Unrefunded Swing Line
Borrowing”) to the extent of such Lender’s Pro Rata Share thereof. Each Lender shall fund a
Borrowing or a participation in the Unrefunded Swing Line Borrowings no later than the close of
business on the date notice of such funding requirement is given by Administrative Agent if such
notice was given prior to 11:00 a.m. on any Business Day, or if made at any other time, on the next
Business Day following the date of such notice. All such amounts payable by any Lender under this
Section 2.2(c) shall include interest thereon from the date on which such payment is payable by
such Lender to, but not including, the date such amount is paid



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Third Amended and Restated

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by such Lender to Administrative Agent, at the Federal Funds Rate. Each payment by Borrower
of all or any part of any Swing Line Loan shall be paid to Administrative Agent for the benefit of
Administrative Agent and those Lenders who hold funded participations in such Swing Line Loan under
this Section 2.2(c); provided that with respect to any such participation, all interest on the
Principal Debt of such Swing Line Loan to which such participation relates accruing prior to the
date of funding such participation, shall be payable solely to Administrative Agent for the account
of Administrative Agent (and all Lenders holding funded participations in any Unrefunded Swing Line
Borrowing prior to such date). Any Lender holding a participation in any Unrefunded Swing Line
Borrowing may exercise any and all Rights of banker’s lien, setoff, or counterclaim with respect to
any and all moneys owing by Borrower to such Lender by reason thereof as fully as if such Lender
had extended such Borrowing directly to Borrower in the amount of such participation. Whenever, at
any time after Administrative Agent has received from any Lender such Lender’s participating
interest in any Swing Line Loan, Administrative Agent receives any payment on account thereof,
Administrative Agent will promptly distribute to such Lender its participating interest in such
amount (appropriately adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s participating interest was outstanding and funded); provided, however,
that in the event that such payment received by Administrative Agent is required to be returned,
such Lender will return to Administrative Agent any portion thereof previously distributed by
Administrative Agent to it.



     (d) Unless Administrative Agent knew at the time Administrative Agent funded a Swing Line Loan
that Borrower had not satisfied the conditions in this Agreement to obtain a Borrowing, each
Lender’s obligation to either make a Borrowing to refund, or to purchase a participation interest
in, its Pro Rata Share of all Swing Line Loans as provided in Section 2.2(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without limitation (i) any
set-off, counterclaim, recoupment, defense, or other right which such Lender or any other Person
may have against Administrative Agent or any other Person for any reason whatsoever, (ii) the
occurrence or continuance of a Potential Default or Default or the termination of any Lender’s
Commitment, (iii) the occurrence of any Material Adverse Event, (iv) any breach of this Agreement
or any other Loan Document by any Company, any Agent, or any other Lender, or (v) any other
circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. Any
portion of a Swing Line Loan which has not been refunded by a Borrowing may be treated by
Administrative Agent as a Borrowing which was not funded by the non-purchasing Lenders as
contemplated in Section 2.2(c) of this Agreement, and as a funding by Administrative Agent under
the Total Commitment in excess of Administrative Agent’s Commitment. Each Swing Line Loan refunded
by a Borrowing shall cease to be a Swing Line Loan for the purposes of this Agreement but shall be
a Borrowing made under the Total Commitment and each Lender’s Commitment.



     2.3 Borrowing Procedure. The following procedures apply to Borrowings (other than Swing Line
Loans):



     (a) Borrower may request a Borrowing by submitting to Administrative Agent a Borrowing
Request. The Borrowing Request must be received by Administrative Agent no later than 11:00 a.m.
on (i) the third (3rd) Business Day preceding the Borrowing Date for any Eurodollar Borrowing, or
(ii) the Business Day preceding the Borrowing Date for any Base Rate Borrowing. Administrative
Agent shall promptly notify each Lender of its receipt of any Borrowing Request and its contents.
A Borrowing Request is irrevocable and binding on Borrower.



     (b) By 11:00 a.m. on the applicable Borrowing Date, each Lender shall remit its Pro Rata Share
of each requested Borrowing by wire transfer to Administrative Agent pursuant to Administrative
Agent’s wire transfer instructions on Schedule 1 (or as otherwise directed by Administrative Agent) in



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funds that are available for immediate use by Administrative Agent. Subject to receipt of
such funds, Administrative Agent shall make such funds available to Borrower in Houston, Texas at
12:00 noon on such Borrowing Date (unless it has actual knowledge that any applicable condition
precedent has not been satisfied by Borrower).



     (c) Absent contrary written notice from a Lender, Administrative Agent may assume that each
Lender has made its Pro Rata Share of the requested Borrowing available to Administrative Agent on
the applicable Borrowing Date, and Administrative Agent may, in reliance upon such assumption (but
is not required to), make available to Borrower a corresponding amount. If a Lender fails to make
its Pro Rata Share of any requested Borrowing available to Administrative Agent on the applicable
Borrowing Date, then Administrative Agent may recover the applicable amount on demand (i) from such
Lender, together with interest at the Federal Funds Rate for the period commencing on the date the
amount was made available to Borrower by Administrative Agent and ending on (but excluding) the
date Administrative Agent recovers the amount from such Lender, or (ii) if such Lender fails to pay
its amount upon Administrative Agent’s demand, then from Borrower, together with interest at an
annual interest rate equal to the rate applicable to the requested Borrowing for the period
commencing on the Borrowing Date and ending on (but excluding) the date Administrative Agent
recovers the amount from Borrower. No Lender is responsible for the failure of any other Lender to
make its Pro Rata Share of any Borrowing.



     2.4 Termination. Without premium or penalty, and upon giving at least three (3) Business Days
prior written and irrevocable notice to Administrative Agent, Borrower may terminate all or part of
the unused portion of the Total Commitment. Each partial termination must be in an amount of not
less than $10,000,000 or a greater integral multiple thereof, and shall be Pro Rata among all
Lenders. Once terminated, the Total Commitment may not be increased or reinstated.



     2.5 Lenders; Increase in Total Commitment.



     (a) The Lenders on the Closing Date shall be the Lenders set forth on Schedule 1.



     (b) Prior to January 26, 2008, Administrative Agent may, from time to time, but no more than
three (3) times prior to such date, at the request of Borrower, increase the Total Commitment by
(i) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (ii) increasing the
Commitment of any Lender (each an “Increasing Lender”), subject to the following conditions:




     (i) Each Subsequent Lender is an Eligible Assignee;




     (ii) Borrower executes (A) a new Note payable to the order of a Subsequent Lender, or
(B) a replacement Note payable to the order of an Increasing Lender;




     (iii) Each Subsequent Lender executes a signature page to this Agreement;




     (iv) After giving effect to the admission of any Subsequent Lender or the increase in
the Commitment of any Increasing Lender, the aggregate of the Total Commitment does not
exceed $500,000,000 unless all Lenders consent in writing;




     (v) Each increase in the Total Commitment shall be in the minimum amount of
$10,000,000 or a greater integral multiple of $1,000,000;




     (vi) No admission of any Subsequent Lender shall increase the Commitment of any
existing Lender without the consent of such Lender;



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Third Amended and Restated

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     (vii) No Lender shall be an Increasing Lender without the written consent of such
Lender;




     (viii) Such increase shall have been approved by Administrative Agent, such consent
not to be unreasonably withheld, conditioned, or delayed; and




     (ix) No Potential Default or Default exists.



     Subject to the conditions precedent set forth above, Administrative Agent agrees to exercise
ordinary and reasonable diligence to complete documentation to admit a Subsequent Lender or
increase the Commitment of an Increasing Lender. After the admission of any Subsequent Lender or
the increase in the Commitment of any Increasing Lender, Administrative Agent shall promptly
provide to each Lender a new Schedule 1 to this Agreement.



     2.6 Extension of Maturity Date.



     (a) Borrower may request that the Initial Termination Date be extended to the Extended
Termination Date by submitting to Administrative Agent a written request (an “Extension Request”)
not earlier than ninety (90) days prior to, nor later than thirty (30) days prior to, the Initial
Termination Date.



     (b) The Initial Termination Date shall be automatically extended to the Extended Termination
Date if, at the time of Administrative Agent’s receipt of the Extension Request, (i) no Potential
Default or Default exists or would result from such extension, both at the date of the Extension
Request and upon the Initial Termination Date, and (ii) Borrower shall have paid to Administrative
Agent for the Pro Rata benefit of each Lender an extension fee in an amount equal to fifteen one
hundredths of one percent (0.15%) times such Lender’s Commitment.



     2.7 Letters of Credit



     (a) General. Subject to the terms and conditions set forth herein, the Borrower may request
the issuance of Letters of Credit in U.S. Dollars for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time
prior to the Termination Date. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement shall control.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the
Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment,



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Third Amended and Restated

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renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC
Exposure shall not exceed $25,000,000.00 and (ii) the sum of the Total Principal Debt plus the LC
Exposure shall not exceed the Total Commitment.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business
on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Termination Date.



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



     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter
of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent
an amount equal to such LC Disbursement not later than 12:00 noon on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to
10:00 a.m. on such date, or, if such notice has not been received by the Borrower prior to such
time on such date, then not later than 12:00 noon on (i) the Business Day that the Borrower
receives such notice, if such notice is received prior to 10:00 a.m. on the day of receipt, or (ii)
the Business Day immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that notwithstanding the
foregoing the Borrower may, subject to the conditions to borrowing set forth herein, request on the
same date that Borrower receives notice of such LC Disbursement, in accordance with this Agreement
that such payment be financed with a Base Rate Borrowing or Swingline Loan in an equivalent amount
and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged
and replaced by the resulting Base Rate Borrowing or Swingline Loan. If the Borrower fails to make
such payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Pro Rata
Share thereof. Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Pro Rata Share of the payment then due from the Borrower, in the same
manner as provided in Section 2.3 with respect to Loans made by such Lender (and Section 2.3 shall
apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the
extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the



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funding of Base Rate Borrowing or a Swingline Loan as contemplated above) shall not constitute
a Borrowing and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.



     (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided
in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) except as provided below,
payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the
Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.



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



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



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interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of
this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of
such payment.



     (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written
agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.19(e). From
and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all
the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be
deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all
previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue additional Letters of
Credit.



     (j) Cash Collateralization. If any Default shall occur and be continuing, on the Business Day
that the Borrower receives notice from the Administrative Agent demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest
thereon; provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Default with respect to the Borrower described in
Section 10.3. Such deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three Business Days after all Defaults have been cured or
waived.



SECTION 3




TERMS OF PAYMENT




     3.1 Notes and Payments.



     (a) The Total Principal Debt (other than under the Swing Line Subfacility) shall be evidenced
by the Notes, which Notes shall be payable to Lenders in the aggregate stated principal amount of
the Total Commitment. The Principal Debt under the Swing Line Subfacility shall be evidenced by
the Swing Line Note.



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     (b) Borrower must make each payment and prepayment on the Obligation, without offset,
counterclaim, or deduction, to Administrative Agent’s principal office in Houston, Texas, in funds
that will be available for immediate use by Administrative Agent by 12:00 noon on the day due.
Payments received after such time shall be deemed received on the next Business Day.
Administrative Agent shall pay to each Lender any payment to which such Lender is entitled on the
same day Administrative Agent receives the funds from Borrower if Administrative Agent receives the
payment or prepayment before 12:00 noon, and otherwise before 12:00 noon on the following Business
Day. If and to the extent that Administrative Agent does not make payments to Lenders when due,
then Administrative Agent shall be obligated to pay to Lenders such unpaid amounts together with
interest at the Federal Funds Rate from the due date until (but not including) the payment date.



     3.2 Interest and Principal Payments.



     (a) Interest Payments. Accrued interest on each Borrowing is due and payable on the first
(1st) day of each calendar month during the term of this Agreement, commencing on August 1, 2005,
and on the Termination Date. (b) Principal Payments. The Total Principal Debt (other than under
the Swing Line Subfacility and each unreimbursed LC Disbursement) is due and payable on the
Termination Date. The Principal Debt under the Swing Line Subfacility shall be due and payable as
provided in Section 2.2 and on the Termination Date.(c) Voluntary Prepayment. Borrower may
voluntarily repay or prepay all or any part of the Total Principal Debt at any time without premium
or penalty, subject to the following conditions:




     (i) Administrative Agent must receive Borrower’s written payment notice by 11:00 a.m.
on (A) the Business Day preceding the date of payment of a Eurodollar Borrowing, and (B)
the Business Day preceding the date of payment of a Base Rate Borrowing, which shall
specify the payment date and the Type and amount of the Borrowing(s) to be paid, and which
shall constitute an irrevocable and binding obligation of Borrower to make a repayment or
prepayment on the designated date;




     (ii) each partial repayment or prepayment must be in a minimum amount of at least
$1,000,000 (except for repayments or prepayments of Swing Line Loans) or a greater integral
multiple of $100,000, or, if less, the Total Principal Debt; and




     (iii) Borrower shall pay any related Funding Loss upon demand.



     3.3 Interest Options. Except as specifically otherwise provided, Borrowings (other than Swing
Line Loans) shall bear interest at an annual rate equal to the lesser of (a) the Base Rate plus the
Applicable Margin, or the Eurodollar Rate plus the Applicable Margin (in each case as designated or
deemed designated by Borrower and, in the case of Eurodollar Borrowings, for the Interest Period
designated by Borrower), and (b) the Maximum Rate. Except as specifically otherwise provided,
Swing Line Loans shall bear interest at an annual rate equal to the lesser of (A) the Swing Line
Rate, and (B) the Maximum Rate. Each change in the Base Rate and Maximum Rate is effective,
without notice to Borrower or any other Person, upon the effective date of change.



     3.4 Quotation of Rates. A Representative of Borrower may call Administrative Agent before
delivering a Borrowing Request to receive an indication of the interest rates then in effect, but
the indicated rates do not bind Administrative Agent or Lenders or affect the interest rate that is
actually in effect when Borrower delivers its Borrowing Request or on the Borrowing Date.



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     3.5 Default Rate. At the option of the Required Lenders at any time while a Default exists
and to the extent permitted by applicable law, all Principal Debt and unreimbursed LC Disbursements
and accrued interest thereon, and fees and expenses payable hereunder and under the other Loan
Documents shall bear interest at the Default Rate until paid, regardless of whether such payment is
made before or after entry of a judgment.



     3.6 Interest Recapture. If the designated interest rate applicable to any Borrowing exceeds
the Maximum Rate, then the interest rate on that Borrowing is limited to the Maximum Rate, provided
that any subsequent reductions in the designated rate shall not reduce the interest rate thereon
below the Maximum Rate until the total amount of accrued interest equals the amount of interest
that would have accrued if the designated rate had always been in effect. If at maturity (stated
or by acceleration), or at final payment of the Notes, the total interest paid or accrued is less
than the interest that would have accrued if the designated rates had always been in effect, then,
at that time and to the extent permitted by applicable law, Borrower shall pay an amount equal to
the difference between (a) the lesser of the amount of interest that would have accrued if the
designated rates had always been in effect and the amount of interest that would have accrued if
the Maximum Rate had always been in effect, and (b) the amount of interest actually paid or accrued
on the Notes.



     3.7 Interest Calculations.



     (a) Interest shall be calculated on the basis of actual number of days elapsed (including the
first day but excluding the last day) but computed as if each calendar year consisted of (i) 365 or
366 days, as the case may be, for Base Rate Borrowings, and (ii) 360 days for all other Borrowings
(unless the calculation would result in an interest rate greater than the Maximum Rate, in which
event interest shall be calculated on the basis of a year of 365 or 366 days, as the case may be).
All interest rate determinations and calculations by Administrative Agent are conclusive and
binding absent manifest error.



     (b) The provisions of this Agreement relating to calculation of the Base Rate and the
Eurodollar Rate are included only for the purpose of determining the rate of interest or other
amounts to be paid under this Agreement that are based upon those rates. Each Lender may fund and
maintain its funding of all or any part of each Borrowing as it selects.



     3.8 Maximum Rate. Regardless of any provision contained in any Loan Document or any document
related thereto, it is the intent of the parties to this Agreement that no Credit Party may
contract for, charge, take, reserve, receive or apply, as interest on all or any part of the
Obligation any amount in excess of the Maximum Rate or the Maximum Amount or receive any unearned
interest in violation of any applicable law, and, if any Credit Party ever does so, then any excess
shall be treated as a partial repayment or prepayment of principal and any remaining excess shall
be refunded to Borrower. In determining if the interest paid or payable exceeds the Maximum Rate,
Borrower, and the Credit Parties shall, to the maximum extent permitted under applicable law, (a)
treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that this
is the case and that provision in this Agreement for multiple Borrowings is for convenience only),
(b) characterize any non-principal payment as an expense, fee or premium rather than as interest,
(c) exclude voluntary repayments or prepayments and their effects, and (d) amortize, prorate,
allocate and spread the total amount of interest throughout the entire contemplated term of the
Obligation so that the interest rate does not exceed the Maximum Rate. If, however, the Obligation
is paid in full before the end of its full contemplated term, and if the interest received for its
actual period of existence exceeds the Maximum Amount, then Lenders shall refund any excess (and
Lenders may not, to the extent permitted by applicable law, be subject to any penalties provided by
any Governmental Requirements for contracting for, charging, taking, reserving or receiving



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interest in excess of the Maximum Amount). If the Governmental Requirements of the State of
Texas are applicable for purposes of determining the “Maximum Rate” or the “Maximum Amount,” then
those terms mean the “weekly ceiling” from time to time in effect under Texas Finance Code § 303,
as amended. Borrower agrees that Chapter 346 of the Texas Finance Code, as amended (which regulates
certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the
Obligation.



     3.9 Interest Periods. When Borrower requests any Eurodollar Borrowing, Borrower may elect the
applicable interest period (each an “Interest Period”), which may be, at Borrower’s option, seven
(7) days or one (1), two (2), three (3) or six (6) months, subject to the following conditions:
(a) the initial Interest Period for a Eurodollar Borrowing commences on the applicable Borrowing
Date or conversion date, and each subsequent Interest Period applicable to any Borrowing commences
on the day when the next preceding applicable Interest Period expires; (b) if any Interest Period
for a Eurodollar Borrowing begins on a day for which there exists no numerically corresponding
Business Day in the calendar month at the end of the Interest Period (“Ending Calendar Month”),
then the Interest Period ends on the next succeeding Business Day of the Ending Calendar Month,
unless there is no succeeding Business Day in the Ending Calendar Month in which case the Interest
Period ends on the next preceding Business Day of the Ending Calendar Month; (c) no Interest Period
for any portion of Principal Debt may extend beyond the scheduled repayment date for that portion
of Principal Debt; (d) there may not be in effect at any one time more than eight (8) Interest
Periods; and (e) only one (1) Interest Period of less than one (1) month shall be available at any
time and only if Administrative Agent determines that such Interest Period is available from all
Lenders. When Borrower requests any Swing Line Loan, Borrower shall elect (x) the applicable
interest period (each a “Swing Line Interest Period”) which may be, at Borrower’s option, up to
fourteen (14) days, and (y) if such Swing Line Interest Period is for seven (7) days or more, then
the applicable Swing Line Rate.



     3.10 Conversions and Continuations. Borrower may (a) on the last day of the applicable
Interest Period (or at any other time, subject to payment of any Funding Loss) convert all or part
of a Eurodollar Borrowing to a Base Rate Borrowing, (b) at any time convert all or part of a Base
Rate Borrowing to a Eurodollar Borrowing, and (c) on the last day of an Interest Period, elect a
new Interest Period for a Eurodollar Borrowing; provided that no conversions to or elections of new
Interest Periods for any Eurodollar Borrowings shall be permitted while a Default exists unless the
Required Lenders otherwise consent in writing. Any such conversion is subject to the dollar limits
and denominations of Section 2.1 and may be accomplished by delivering a Borrowing Request to
Administrative Agent no later than 11:00 a.m. (i) on the third (3rd) Business Day before (A) the
conversion date for conversion to a Eurodollar Borrowing, and (B) the last day of the Interest
Period, for the election of a new Interest Period, and (ii) one (1) Business Day before the last
day of the Interest Period for conversion to a Base Rate Borrowing. Administrative Agent shall
notify each Lender of such continuation or conversion. Absent Borrower’s notice of conversion or
election of a new Interest Period, a Eurodollar Borrowing shall be converted to a Base Rate
Borrowing when the applicable Interest Period expires.



     3.11 Order of Application.



     (a) No Default. If no Default exists, then except as otherwise specifically provided in the
Loan Documents, any payment shall be applied to the Obligation in the order and manner as Borrower
directs.



     (b) Default. If a Default exists, any payment (including proceeds from the exercise of any
Rights) shall be applied in the following order: (i) to all fees and expenses for which any Credit
Party have not been paid or reimbursed in accordance with the Loan Documents (and if such payment
is less than all unpaid or unreimbursed fees and expenses, then the payment shall be paid against
unpaid and



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unreimbursed fees and expenses in the order of incurrence or due date); (ii) to accrued
interest on the Principal Debt; (iii) to the Principal Debt of any Swing Line Loans; (iv) to any
unreimbursed LC Disbursements; and (v) to the remaining Obligation in the order and manner as the
Required Lenders deem appropriate.



     (c) Pro Rata. Each payment or prepayment shall be distributed to each Lender in accordance
with its Pro Rata Share of such payment or prepayment.



     3.12 Sharing of Payments, Etc. If any Lender obtains any amount (whether voluntary,
involuntary or otherwise) that exceeds the part of that payment that such Lender is then entitled
to receive under the Loan Documents, then such Lender shall purchase from the other Lenders
participations that will cause the purchasing Lender to share the excess amount ratably with each
other Lender. If all or any portion of any excess amount is subsequently recovered from the
purchasing Lender, then the purchase shall be rescinded and the purchase price restored to the
extent of the recovery. Borrower agrees that any Lender purchasing a participation from another
Lender under this Section may, to the fullest extent permitted by applicable law, exercise all of
its Rights of payment with respect to that participation as fully as if such Lender were the direct
creditor of Borrower in the amount of that participation.



     3.13 Booking Borrowings. To the extent permitted by applicable law, any Lender may make,
carry or transfer its Borrowings at, to, or for the account of any of its branch offices or the
office of any of its Affiliates. However, no Affiliate is entitled to receive any greater payment
under Section 3.15 than the transferor Lender would have been entitled to receive with respect to
those Borrowings, and a transfer may not be made if, as a direct result of it, Section 3.15 or 3.16
would apply to any of the Obligation. If any of the conditions of Sections 3.15 or 3.16 ever apply
to a Lender, then such Lender shall, to the extent possible, carry or transfer its Borrowings at,
to, or for the account of any of its branch offices or the office or branch of any of its
Affiliates so long as the transfer is consistent with the other provisions of this Section, does
not create any burden or adverse circumstance for such Lender that would not otherwise exist, and
eliminates or ameliorates the conditions of Sections 3.15 or 3.16 as applicable.



     3.14 Basis Unavailable or Inadequate for the Eurodollar Rate.



     (a) Determination By Administrative Agent. If Administrative Agent determines that, for any
Eurodollar Borrowing, the basis for determining the applicable rate is not available, then
Administrative Agent shall promptly notify Borrower and Lenders of that determination (which is
conclusive and binding on Borrower absent manifest error), and all Borrowings shall bear interest
at the Base Rate plus the Applicable Margin. Until Administrative Agent notifies Borrower that
such circumstances no longer exist, Lenders’ commitments under this Agreement to make, or to
convert to, Eurodollar Borrowings shall be suspended.



     (b) Determination by a Lender. If any Lender determines that, for any Eurodollar Borrowing
and for other similar loans made by such Lender to similar borrowers, the resulting rate does not
accurately reflect the cost to such Lender of making or converting Borrowings at that rate for the
applicable Interest Period, then such Lender shall promptly notify Administrative Agent and
Borrower, and all Borrowings of such Lender shall bear interest at the Base Rate plus the
Applicable Margin. Until Administrative Agent notifies Borrower that such circumstances no longer
exist, such Lender’s commitment under this Agreement to make, or to convert to, Eurodollar
Borrowings shall be suspended.



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     3.15 Additional Costs.



     (a) Eurocurrency Reserves. If, after the date hereof, any Lender shall be required under any
Reserve Requirement to maintain reserves, then (i) such Lender (through Administrative Agent)
shall, within sixty (60) days after the end of any Interest Period with respect to any Eurodollar
Borrowing during which Lender was so required to maintain reserves, deliver to Borrower a
certificate stating (A) that such Lender was required to maintain reserves and as a result such
Lender incurred additional costs in connection with making Eurodollar Borrowings and (B) in
reasonable detail, such Lender’s computations of the amount of additional interest payable by
Borrower, pursuant to the provisions below, and (ii) Borrower shall, promptly upon receipt of any
such certificate, pay to Administrative Agent, for the account to such Lender, additional interest
on the unpaid principal amount of each Eurodollar Borrowing of such Lender made to it outstanding
during the Interest Period with respect to which the above-referenced certificate was delivered to
Administrative Agent, at a rate per annum equal to the difference obtained by subtracting (x) the
Eurodollar Rate for such Interest Period from (y) the rate obtained by dividing such Eurodollar
Rate by a percentage equal to 100% minus the Reserve Requirement of such Lender for such Interest
Period. The amount of interest payable by Borrower to any Lender as stated in any certificate
delivered to Administrative Agent pursuant to the provisions of this Section 3.15(a) shall be
conclusive and binding for all purposes, absent manifest error. The provisions of this Section
3.15(a) shall survive the termination of this Agreement.



     (b) Reserves. With respect to any Eurodollar Borrowing, if (i) any change in present
Governmental Requirement, any change in the interpretation or application of any present
Governmental Requirement, or any future Governmental Requirement imposes, modifies, or deems
applicable (or if compliance by any Lender with any such requirement of any Governmental Authority
results in) any such requirement that any reserves (including any marginal, emergency, supplemental
or special reserves) be maintained, and (ii) those reserves reduce any sums receivable by such
Lender under this Agreement or increase the costs incurred by such Lender in advancing or
maintaining any portion of any Eurodollar Borrowing, then (unless the effect is already reflected
in the rate of interest then applicable under this Agreement) such Lender (through Administrative
Agent) shall deliver to Borrower a certificate setting forth in reasonable detail the calculation
of the amount necessary to compensate it for its reduction or increase (which certificate is
conclusive and binding absent manifest error), and Borrower shall promptly pay that amount to such
Lender upon demand.



     (c) Capital Adequacy. With respect to any Borrowing and for similar loans to similar
borrowers, if any change in present Governmental Requirement or any future Governmental Requirement
regarding capital adequacy or compliance by Administrative Agent or any Lender (or any Person
controlling such Lender) with any request, directive or requirement now existing or hereafter
imposed by any Governmental Authority regarding capital adequacy, or any change in its written
policies or in the risk category of this transaction, reduces the rate of return on its capital as
a consequence of its obligations under this Agreement to a level below that which it otherwise
could have achieved (taking into consideration its policies with respect to capital adequacy) by an
amount deemed by it to be material (and it may, in determining the amount, use reasonable
assumptions and allocations of costs and expenses and use any reasonable averaging or attribution
method), then (unless the effect is already reflected in the rate of interest then applicable under
this Agreement) Administrative Agent or such Lender (through Administrative Agent) shall notify
Borrower and deliver to Borrower a certificate setting forth in reasonable detail the calculation
of the amount necessary to compensate it (which certificate is conclusive and binding absent
manifest error), and Borrower shall promptly pay that amount to Administrative Agent or such Lender
upon demand.



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     (d) Taxes. Any Taxes payable by Administrative Agent or any Lender or ruled (by a
Governmental Authority) payable by Administrative Agent or any Lender in respect of this Agreement
or any other Loan Document shall, if permitted by Governmental Requirement, be paid by Borrower,
together with interest and penalties, if any (except for Taxes imposed on or measured by the
overall net income of Administrative Agent or such Lender). Administrative Agent or such Lender
(through Administrative Agent) shall notify Borrower and deliver to Borrower a certificate setting
forth in reasonable detail the calculation of the amount of payable Taxes, which certificate is
conclusive and binding (absent manifest error), and Borrower shall promptly pay that amount to
Administrative Agent for its account or the account of such Lender, as the case may be. If
Administrative Agent or such Lender subsequently receives a refund of the Taxes paid to it by
Borrower, then the recipient shall promptly pay the refund to Borrower.



     (e) Survival. The provisions of this Section 3.15 shall survive the satisfaction and payment
of the Obligation and termination of this Agreement.



     3.16 Change in Governmental Requirement. If any Governmental Requirement makes it unlawful
for any Lender to make or maintain Eurodollar Borrowings, then such Lender shall promptly notify
Borrower and Administrative Agent, and (a) as to undisbursed funds, that requested Borrowing shall
be made as a Base Rate Borrowing, and (b), as to any outstanding Borrowing, (i) if maintaining the
Borrowing until the last day of the applicable Interest Period is unlawful, the Borrowing shall be
converted to a Base Rate Borrowing as of the date of notice, and Borrower shall pay any related
Funding Loss, or (ii) if not prohibited by all Governmental Requirements, the Borrowing shall be
converted to a Base Rate Borrowing as of the last day of the applicable Interest Period, or (iii)
if any conversion will not resolve the unlawfulness, Borrower shall promptly prepay the Borrowing,
without penalty, together with any related Funding Loss.



     3.17 Funding Loss. BORROWER AGREES TO INDEMNIFY EACH LENDER AGAINST, AND PAY TO IT UPON
DEMAND, ANY FUNDING LOSS OF SUCH LENDER. When any Lender demands that Borrower pay any
Funding Loss, such Lender shall deliver to Borrower and Administrative Agent a certificate setting
forth in reasonable detail the basis for incurring Funding Loss and the calculation of the amount,
which calculation is conclusive and binding absent manifest error. The provisions of this Section
3.17 shall survive the satisfaction and payment of the Obligation and termination of this
Agreement.



     3.18 Foreign Lenders. Each Lender that is organized under the Governmental Requirements of
any jurisdiction other than the United States of America or any State thereof (a) represents to
Administrative Agent and Borrower that (i) no Taxes are required to be withheld by Administrative
Agent or Borrower with respect to any payments to be made to it in respect of the Obligation, and
(ii) it has furnished to Administrative Agent and Borrower two (2) duly completed copies of U.S.
Internal Revenue Service Form W-8 BEN, Form W-8 ECI, Form W-8, or any other tax form acceptable to
Administrative Agent (wherein it claims entitlement to complete exemption from U.S. federal
withholding tax on all interest payments under the Loan Documents), and (b) covenants to (i)
provide Administrative Agent and Borrower a new tax form upon the expiration or obsolescence of any
previously delivered form according to Governmental Requirement, duly executed and completed by it,
and (ii) comply from time to time with all Governmental Requirements with regard to the withholding
tax exemption. If any of the foregoing is not true or the applicable forms are not provided and
such party is obligated by law to withhold, then Borrower or Administrative Agent (without
duplication) may deduct and withhold from interest payments under the Loan Documents United States
federal income tax at the full rate applicable under the Code.



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     3.19 Fees.



     (a) Treatment of Fees. The fees described in this Section (i) are not compensation for the
use, detention, or forbearance of money, (ii) are in addition to, and not in lieu of, interest and
expenses otherwise described in this Agreement, (iii) are payable in accordance with Section
3.1(b), (iv) are non-refundable, (v) to the fullest extent permitted by applicable law, bear
interest, if not paid when due, at the Default Rate, and (vi) are calculated on the basis of actual
number of days (including the first day but excluding the last day) elapsed, but computed as if
each calendar year consisted of 360 days, unless computation would result in an interest rate in
excess of the Maximum Rate in which event the computation is made on the basis of a year of 365 or
366 days, as the case may be. The fees described in this Section 3.19 are in all events subject to
the provisions of Section 3.8.



     (b) Agent Fees. Borrower shall pay to each Agent, solely for their own accounts, the fees
described in the letter agreement(s) between Borrower and Agents dated the same date as this
Agreement, as such letter agreement(s) may be modified or amended from time to time.



     (c) Commitment Fees.




     (i) Borrower shall pay to Administrative Agent, for the account of Lenders, the
commitment fees described in the letter agreement(s) between Borrower and Agents.




     (ii) Within five (5) days after Administrative Agent sends Borrower notice of the
amount thereof, Borrower agrees to pay to Administrative Agent, for the ratable account of
Lenders, a quarterly unused fee equal to the product of (A) the average Unused Commitment
for each quarter during the term hereof, times (B) the applicable rate per annum set forth
opposite the average Commitment Usage below:



	 	 	 	 	 
	Average Commitment Usage	 	Applicable Percentage Per Annum
	Less than the Total Commitment times 33-1/3%

	 	 	0.20	%
	 

	 	 	 	 
	Equal to or greater than the Total
Commitment times 33-1/3%

	 	 	0.15	%
	 

	 	 	 	 







Such commitment fee shall be due and payable quarterly in arrears for each fiscal quarter
ending on March, June, September, and December during the term hereof for any period in
which the Facility Fee (defined below) is not in effect, commencing with the quarter ending
on September 30, 2005, based upon average Unused Commitment during the applicable quarter.
Solely for purposes of this Section 3.19(c)(ii), “ratable” means, for any calculation
period, with respect to any Lender, the proportion that (A) the average Unused Commitment of
such Lender during the period bears to (B) the aggregate amount of the average Unused
Commitment during the period.



     (d) Facility Fee. For any period in which Borrower has achieved an Investment Grade Rating,
Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its
Pro Rata Share, a facility fee equal to the (a) applicable facility fee as set forth in the
definition of Applicable Margin times (b) the actual daily amount of the Total Commitment,
regardless of usage (the “Facility Fee”). The Facility Fee shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the
first such date to occur after the



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first date on which the Applicable Margin is determined by reference to the Applicable Rating,
and on the Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable Rating during any
quarter, the actual daily amount shall be computed and multiplied by the Applicable Rating
separately for each period during such quarter that such Applicable Rating was in effect.



     (e) Letter of Credit Fee. The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in Letters of Credit,
which shall accrue at the same Applicable Margin used to determine the interest rate applicable to
Eurodollar Borrowings then available to Borrower on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Closing Date to but excluding the later of the date on which such
Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure,
which may be increased to such Applicable Margin plus four percent (4%) at the option of the
Required Lenders at any time while a Default exists, and (ii) to the Issuing Bank a fronting fee,
which shall accrue at the rate of .125% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Closing Date to but excluding the later of the date of termination of the
Commitments and the date on which there ceases to be any LC Exposure (not to be less than $1,500
per Letter of Credit), as well as the Issuing Bank’s standard fees other than issuance fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees and fronting fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Commitments terminate and any
such fees accruing after the date on which the Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. All participation fees and fronting fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).



     3.20 Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement
pursuant to Section 3.14(b) or Sections 3.15(a), (b), (c), or (d) or notifies Borrower of the
occurrence of the circumstances described in Section 3.16, then, provided that (a) no Default has
occurred and is continuing, and (b) the circumstances resulting in such demand for payment or
reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such
Lender, in whole but not in part, by either (i) (A) giving such Lender and Administrative Agent not
less than five (5) Business Days’ written notice thereof, which notice shall be irrevocable and
effective only upon receipt thereof by such Lender and Administrative Agent and shall specify the
date of such termination, and (B) paying such Lender (and there shall become due and payable) on
such date the outstanding Principal Debt of all Borrowings made by such Lender, all interest
thereon, and any other Obligation owed to such Lender (including any amounts payable under Section
3.17), if any, or (ii) pursuant to the provisions of Section 13.11, proposing the introduction of a
replacement Lender satisfactory to Administrative Agent, or obtaining the agreement of one or more
existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is
being terminated, on the effective date of such termination. Upon the satisfaction of all the
foregoing conditions, such Lender that is being terminated shall cease to be a “Lender” for
purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender
under Section 7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) arising
prior to such termination.



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SECTION 4




UNENCUMBERED PROPERTIES; GUARANTIES




     4.1 Unencumbered Properties. Borrower shall not permit, as of any date, the ratio of the
Unsecured Debt of the Companies on a Consolidated Basis to the Unencumbered Property Value of all
Unencumbered Properties to exceed 0.60 to 1.0. Trust Preferred Securities in an amount not to
exceed $100,000,000.00 shall be excluded for the purpose of the calculation of Unsecured Debt under
this Section 4.1. For purposes of the foregoing, “Unencumbered Property Value” means the
Companies’ Share of the value of the Unencumbered Properties as determined in accordance with
clauses (a) and (b) of the definition of Total Assets.



     Notwithstanding the foregoing, Unencumbered Property Value shall be limited as follows:




     (i) the aggregate value of (x) Unencumbered Properties under construction and (y)
Unencumbered Properties for which a certificate of occupancy was issued and that have
Occupancy Rates in any month of less than eighty-five percent (85%), shall not exceed
twenty-five percent (25%) of Unencumbered Property Value (after giving effect to all
Unencumbered Property); and




     (ii) the value of any single Unencumbered Property shall not exceed twenty percent
(20%) of Unencumbered Property Value (after giving effect to all Unencumbered Property).


As of the Closing Date, the Unencumbered Properties are listed on Schedule 4.1. No Unencumbered
Property can have a value, calculated as provided above, of less than $0.00.




     4.2 Negative Pledge Agreements. Borrower shall not, and shall not permit any other Company
to, enter into or permit to exist any arrangement or agreement (other than the Loan Documents) that
directly or indirectly prohibits any Company from (a) creating or incurring any Lien (other than
Permitted Liens) on any Unencumbered Property, or (b) transferring ownership of any Unencumbered
Property.



     4.3 Guaranties.



     (a) PPT Guaranty. Pursuant to the PPT Guaranty, PPT shall unconditionally guarantee in favor
of the Credit Parties the full payment and performance of the Obligation.



     (b) Subsidiary Guaranty. Pursuant to the Subsidiary Guaranty or an addendum thereto in the
form attached to the Subsidiary Guaranty, each Company that owns an Unencumbered Property shall
unconditionally guarantee in favor of the Credit Parties the full payment and performance of the
Obligation subject to Section 4.3(c) below.



     (c) Release of Specific Subsidiary Guarantors. If, as of any date, any Property owned by a
Subsidiary Guarantor is no longer an Unencumbered Property, then Administrative Agent shall, upon
the written request of Borrower, release such Subsidiary Guarantor from the Subsidiary Guaranty
pursuant to a release of guaranty in the form attached to the Subsidiary Guaranty, unless a Default
exists or would result from such release.



     4.4 Unencumbered Properties Held by Consolidated Affiliates. Notwithstanding anything
contained herein to the contrary, Unencumbered Properties may include Properties owned by a



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Consolidated Affiliate of Borrower only if (a) Borrower or PPT owns or controls, directly or
indirectly, at least ninety-five percent (95%) of the issued and outstanding Stock of such
Consolidated Affiliate free and clear of any Liens (other than Permitted Liens) or other
restrictions on the sale or pledge thereof, (b) a majority of the holders of the Stock of such
Consolidated Affiliate has the power to cause such Consolidated Affiliate to execute the Subsidiary
Guaranty, grant Liens in the Unencumbered Properties owned by such Consolidated Affiliate, and
transfer ownership of the Unencumbered Properties owned by such Consolidated Affiliate, (c) such
Consolidated Affiliate has not (i) created, incurred, assumed, guaranteed, or suffered to exist any
Liabilities, other than (A) the Obligation, (B) trade payables created in the ordinary course of
business, (C) endorsements of negotiable instruments in the ordinary course of business, (D)
contingent Liabilities covered by reserves or insurance, and (E) equipment leases incurred in the
ordinary course of business, (d) such Consolidated Affiliate has not created, incurred, or suffered
or permitted to be created or incurred or to exist any Lien upon any of its assets (other than
Permitted Liens), (e) such Consolidated Affiliate has executed the Subsidiary Guaranty, and (f)
such Consolidated Affiliate is not a general partnership. Notwithstanding the foregoing, any
Consolidated Affiliate may guarantee any Unsecured Debt of Borrower or PPT, which guarantee shall
be pari passu with the obligations of such Consolidated Affiliate under the Subsidiary Guaranty.



SECTION 5




CONDITIONS PRECEDENT




     5.1 Conditions to Initial Borrowing. The obligations of Lenders to make the initial Borrowing
is subject to satisfaction of the following conditions precedent on or before the Closing Date:



     (a) Borrower Documents. Borrower shall deliver or cause to be delivered to Administrative
Agent the following, each, unless otherwise noted, dated as of the Closing Date:




     (i) Certified copies of its Certificate of Limited Partnership, together with a good
standing certificate from the Secretary of State of the State of Delaware and each other
state in which an Unencumbered Property owned by Borrower is located (to the extent that
qualification is required by applicable law) and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any applicable franchise or
similar taxes from the appropriate taxing authority of each of such states, each dated a
recent date prior to the Closing Date;




     (ii) An Officer’s Certificate of Borrower certifying (A) its Constituent Documents,
(B) resolutions of its Board of Directors approving and authorizing the execution,
delivery, and performance of this Agreement and the other Loan Documents, certified as of
the Closing Date as being in full force and effect without modification or amendment, and
(C) signatures and incumbency of its officers executing this Agreement and the other Loan
Documents;




     (iii) Executed originals of this Agreement, the Notes, and the other Loan Documents;
and




     (iv) Such other documents as Administrative Agent may reasonably request.



     (b) Guarantor Documents. Borrower shall deliver or cause to be delivered to Administrative
Agent the following with respect to each Guarantor, each, unless otherwise noted, dated as of the
Closing Date:



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     (i) Certified copies of each Guarantor’s Constituent Documents, together with a good
standing certificate from each Guarantor’s jurisdiction of incorporation or formation and
each other state in which an Unencumbered Property owned by each Guarantor is located (to
the extent that qualification is required by applicable law), and, to the extent generally
available, a certificate or other evidence of good standing as to payment of any applicable
franchise or similar taxes from the appropriate taxing authority of each of such states,
each dated a recent date prior to the Closing Date;




     (ii) Officer’s Certificate of each Guarantor certifying (A) its Constituent Documents,
(B) resolutions of its Board of Directors approving and authorizing the execution,
delivery, and performance of the Loan Documents to which it is a party, certified as of the
Closing Date as being in full force and effect without modification or amendment, and (C)
signatures and incumbency of its officers executing the Loan Documents to which it is a
party;




     (iii) Executed originals of the Loan Documents to which it is a party; and




     (iv) Such other documents as Administrative Agent may reasonably request.



     (c) Opinions of Counsel for Borrower and Guarantors. The Credit Parties and their respective
counsel shall have received originally executed copies of a favorable written opinion of counsel
for the Obligors, in form and substance reasonably satisfactory to Agents and their counsel, dated
as of the Closing Date, and setting forth substantially the matters in the opinions designated in
Exhibit F and as to such other matters as Agents, acting on behalf of the Credit Parties, may
reasonably request. Such legal opinion need not cover Massachusetts law.



     (d) Fees. Borrower shall have paid to Administrative Agent, for distribution (as appropriate)
to the Credit Parties, the fees payable on the Closing Date referred to in Section 3.19.



     (e) Unencumbered Property Report and Compliance Certificate. Borrower shall have delivered an
Unencumbered Property Report and a Compliance Certificate, each dated as of March 31, 2005.



     (f) Completion of Proceedings. All corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such counsel, and
Administrative Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably request.



     5.2 Conditions to all Borrowings. The obligations of Lenders to make all Borrowings
(including the initial Borrowing) are subject to the following conditions precedent:



     (a) Notice of Borrowing. Administrative Agent shall have received, in accordance with the
provisions of Section 2.3, an originally executed Borrowing Request signed by a Responsible Officer
of Borrower.



     (b) Representations and Warranties; Performance of Agreements. The representations and
warranties in Loan Documents are true, correct, and complete in all material respects (unless they
speak to a specific date or are based on facts which have changed by transactions expressly
contemplated or permitted by this Agreement).



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     (c) No Default. No Potential Default, Default, or Material Adverse Event exists or would be
caused by the making of such Borrowing.(d) No Injunction or Restraining Order. No order, judgment,
or decree of any Governmental Authority shall purport to enjoin or restrain any Lender from making
the Borrowing to be made by it.



     (e) No Violation. The making of the Borrowing shall not violate any Governmental Requirement,
including, without limitation, Regulation T, Regulation U, or Regulation X of the Board of
Governors of the Federal Reserve System.



     5.3 Conditions Generally. Each condition precedent in this Agreement is material to the
transactions contemplated by this Agreement, and time is of the essence with respect to each
condition precedent. Lenders may fund any Borrowing without all conditions being satisfied, but,
to the extent permitted by Governmental Requirements, such funding shall not be deemed to be a
waiver of the requirement that each condition precedent be satisfied as a prerequisite for any
subsequent funding or issuance, unless Lenders specifically waive each item in writing.



SECTION 6




REPRESENTATIONS AND WARRANTIES




     Borrower represents and warrants to the Credit Parties as follows:



     6.1 Purpose of Credit Facility. Borrower shall use proceeds of the Borrowings hereunder to
pay Indebtedness, reimburse LC Disbursements, acquire, subject to Section 8.5, primarily office and
industrial Properties, raw land, properties under construction, partnership interests, interests in
other Persons, investments in mortgages and loans, and other acquisitions or investments permitted
hereunder, and for construction costs and working capital purposes of the Companies. Borrower is
not engaged principally, or as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying any “margin stock” within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System, as amended. No part of the proceeds of any
Borrowing shall be used, directly or indirectly, for a purpose that violates any Governmental
Requirement, including the provisions of Regulation U.



     6.2 Existence, Good Standing, Authority and Compliance. Each Company is duly formed, validly
existing and in good standing under the Governmental Requirements of the jurisdiction in which it
is incorporated or formed as identified on Schedule 6.2 (as supplemented from time to time). Each
Company (a) is duly qualified to transact business and is in good standing as a foreign trust,
corporation, partnership, limited liability company, or other entity in each jurisdiction where the
nature and extent of its business and properties require due qualification and good standing, which
jurisdictions are identified on Schedule 6.2 (as supplemented from time to time to reflect changes
as a result of transactions permitted by the Loan Documents), except where the failure to so
qualify could not result in a Material Adverse Event, (b) possesses all requisite authority,
permits and power to conduct its business as is now being, or is contemplated by this Agreement to
be, conducted, and (c) is in compliance with all applicable Governmental Requirements.



     6.3 Affiliates. Borrower has no Consolidated Affiliates or Unconsolidated Affiliates except
as disclosed on Schedule 6.2 (as supplemented from time to time to reflect changes as a result of
transactions permitted by the Loan Documents).



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     6.4 Authorization and Contravention. The execution and delivery by each Company of each Loan
Document or related document to which it is a party, and the performance by it of its obligations
thereunder, (a) are within its trust, corporate, limited liability company, or partnership power,
(b) have been duly authorized by all necessary trust, corporate, limited liability company, or
partnership action of such Person, (c) require no action by or filing with any Governmental
Authority, (d) do not violate any provision of its Constituent Documents, (e) do not violate any
provision of any Governmental Requirement or order of any Governmental Authority applicable to it,
(f) do not violate any material agreements to which it is a party, or (g) do not result in the
creation or imposition of any Lien on any asset of any Company, other than pursuant to the Loan
Documents.



     6.5 Binding Effect. Upon execution and delivery by all parties thereto, each Loan Document to
which it is a party shall constitute a legal and binding obligation of each Company, enforceable
against such Company in accordance with its terms, subject to applicable Debtor Relief Laws and
general principles of equity.



     6.6 Financial Statements; Fiscal Year. The Current Financials were prepared in accordance
with GAAP and present fairly, in all material respects, the consolidated financial condition,
results of operations, and cash flows of the Companies as of, and for the portion of the fiscal
year ending on the date or dates thereof (subject only to normal audit adjustments). All material
liabilities of the Companies as of the date or dates of the Current Financials are reflected
therein or in the notes thereto. Except for transactions directly related to, or specifically
contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material
adverse changes have occurred in the consolidated financial condition of the Companies from that
shown in the Current Financials. The fiscal year of each Company ends on December 31.



     6.7 Litigation. Except as disclosed on Schedule 6.7, no Company is subject to, or aware of
the threat of, any Litigation that is reasonably likely to be determined adversely to such Company
or the Companies, taken as a whole or, if so adversely determined, is a Material Adverse Event. No
outstanding and unpaid final and non-appealable judgments against any Company exist which could
result in a Material Adverse Event.



     6.8 Taxes.



     (a) All Tax returns of each Company required to be filed have been filed (or extensions have
been granted) before delinquency, and all Taxes imposed upon each Company that are due and payable
have been paid before delinquency or are being contested in good faith by appropriate proceedings
diligently conducted and for which reserves in accordance with GAAP or otherwise reasonably
acceptable to Administrative Agent have been provided.



     (b) As of the date hereof, no United States federal income tax returns of the “affiliated
group” (as defined in the Code) of which any Company is a member have been examined and closed.
The members of such affiliated group have filed all United States Federal income tax returns and
all other material tax returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by or any of them (except for taxes
being contested in good faith by appropriate proceedings diligently conducted and for which
reserves in accordance with GAAP or otherwise acceptable to Administrative Agent have been
provided). The charges, accruals, and reserves on the books of the Companies in respect of taxes
or other governmental charges are, in the opinion of the Companies, adequate.



     (c) PPT qualifies as a REIT.



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     6.9 Environmental Matters. Except as disclosed on Schedule 6.9, and except where the breach
of any of the following representations could not result in a Material Adverse Event, (a) no
environmental condition or circumstance exists that materially and adversely affects any Company’s
properties or operations, (b) no Company has received any report of any Company’s violation of any
Environmental Law that has not been remedied, (c) no Company knows that any Company is under any
obligation to remedy any violation of any Environmental Law, or (d) to the best of Borrower’s
knowledge, no facility of any Company is or has been used for storage, treatment, or disposal of
any Hazardous Substance, except for (i) the storage and use of cleaning and maintenance materials,
used and stored in commercially reasonable quantities and in compliance with applicable
Environmental Laws, and (ii) light manufacturing and distribution activities of tenants, in
compliance with applicable Environmental Laws, provided that such tenants are not primarily engaged
in the treatment, processing, recycling, or disposal of any Hazardous Substance, or for any other
use that would give rise to the release of any Hazardous Substance on such facility. Each Company
has taken prudent steps to determine that its properties and operations do not violate any
Environmental Law.



     6.10 Employee Plans. Except where occurrence or existence could not reasonably be expected to
result in a Material Adverse Event, (a) no Employee Plan has incurred an “accumulated funding
deficiency” (as defined in Section 302 of ERISA or Section 412 of the Code), (b) no Company has
incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than
required insurance premiums, all of which have been paid), (c) no Company has withdrawn in whole or
in part from participation in a Multi-employer Plan, (d) no Company has engaged in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code), and (e) no
“reportable event” (as defined in Section 4043 of ERISA) has occurred, excluding events for which
the notice requirement is waived under applicable PBGC regulations.



     6.11 Properties; Liens. Each Company has good title to all of its property reflected on the
Current Financials (except for property that is obsolete or that has been disposed in the ordinary
course of business or, after the date of this Agreement, as otherwise permitted by Section 8.7 or
Section 8.8). Except for Permitted Liens, no Lien exists on any Unencumbered Property, and the
execution, delivery, performance, or observance of the Loan Documents shall not require or result
in the creation of any Lien on any Unencumbered Property.



     6.12 Locations. Each Company’s chief executive office is located at the address set forth on
Schedule 6.2 (as supplemented from time to time). Each Company’s books and records are located at
its chief executive office.



     6.13 Government Regulations. No Company is subject to regulation under the Investment Company
Act of 1940, as amended, or the Public Utility Holding Company Act of 1935, as amended.



     6.14 Transactions with Affiliates. Except as disclosed on Schedule 6.14 (as supplemented from
time to time if the disclosures are approved by Administrative Agent), no Company is a party to a
material transaction with any of its Affiliates, other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than it could obtain or
could become entitled to in an arm’s-length transaction with a Person that was not its Affiliate.



     6.15 Insurance. Each Company maintains with financially sound, responsible, and reputable
insurance companies or associations (or, as to workers’ compensation or similar insurance, with an
insurance fund or by self-insurance authorized by the jurisdictions in which it operates) insurance
concerning its properties and businesses against casualties and contingencies and of types and in
amounts (and with co-insurance and deductibles) as is customary in the case of similar businesses.



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     6.16 Labor Matters. No actual or, to Borrower’s knowledge, threatened strikes, labor
disputes, slow downs, walkouts, or other concerted interruptions of operations by the employees of
any Company that could reasonably be expected to result in a Material Adverse Event exist. All
payments due from any Company for employee health and welfare insurance have been paid or accrued
as a liability on its books, other than any non-payment that are not, individually or collectively,
a Material Adverse Event.



     6.17 Solvency. On each Borrowing Date, each Company is, and after giving effect to the
requested Borrowing will be, Solvent.



     6.18 Full Disclosure. Each material fact or condition relating to the financial condition or
business of the Companies which could reasonably be expected to result in a Material Adverse Event
has been disclosed to Administrative Agent. All information previously furnished, furnished on the
date of this Agreement, and furnished in the future, by any Company to Administrative Agent in
connection with the Loan Documents (a) was, is, and will be, true and accurate in all material
respects or based on good faith estimates on the date the information is stated or certified, and
(b) did not, does not, and will not, fail to state any material fact the existence of which or the
omission of which could be or result in a Material Adverse Event.



     6.19 Exemption from ERISA; Plan Assets. PPT is a “real estate operating company” within the
meaning of 29 C.F.R. § 2510.3-101(e) (or any successor regulation) and the assets of the Companies
would not be deemed “plan assets” as defined in 29 C.F.R. § 2510.3-101(a)(1) (or any successor
regulation) of any Employee Plan or Multi-employer Plan.



SECTION 7




AFFIRMATIVE COVENANTS




     So long as there are outstanding Commitments to fund Borrowings or issue Letters of Credit
under this Agreement and until the Obligation is paid in full, Borrower covenants and agrees as
follows:



     7.1 Items to be Furnished. Borrower shall cause the following to be furnished to
Administrative Agent (with sufficient copies for each Lender; provided however that, in lieu of
supplying sufficient copies to Administrative Agent and each Lender, Borrower may cause each item
to be made available to Administrative Agent and Lenders on PPT’s website):



     (a) Annual Financial Statements. Promptly after preparation, and no later than ninety (90)
days after the last day of each fiscal year of PPT, Financial Statements of PPT showing the
consolidated financial condition and results of operations of PPT as of, and for the year ended on,
that last day, accompanied by: (A) the unqualified opinion of an accounting firm of
nationally-recognized independent certified public accountants, based on an audit using generally
accepted auditing standards, that the Financial Statements of PPT were prepared in accordance with
GAAP and present fairly, in all material respects, the consolidated financial condition and results
of operations of PPT; and (B) a Compliance Certificate.



     (b) Periodic Financial Statements. Promptly after preparation, and no later than forty-five
(45) days after the last day of each fiscal quarter (except the last) of PPT: (i) Financial
Statements of PPT showing the consolidated financial condition and results of operations of PPT for
the fiscal quarter and for the period from the beginning of the current fiscal year to the last day
of the fiscal quarter; and (ii) a Compliance Certificate.



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     (c) Other Reports.




     (i) Promptly after receipt, a copy of each interim or special audit report and
management letter issued by independent accountants with respect to Borrower and PPT or
their financial records.




     (ii) Promptly upon its becoming available, each press release and each regular or
periodic report and any registration statement or prospectus in respect thereof filed by
Borrower or PPT with, or received by Borrower or PPT in connection therewith from, any
securities exchange or the Securities and Exchange Commission, or any successor agency
thereof, including, without limitation, each Form 10-K, 10-Q, and S-8 filed with the
Securities and Exchange Commission.




     (iii) Promptly after the mailing or delivery thereof, copies of all material reports
or other information from Borrower or PPT to its shareholders or partners (other than
reports or other information delivered only to Responsible Officers or other employees of
Borrower or PPT).



     (d) Unencumbered Property Report. Promptly after the preparation, and no later than
forty-five (45) days after the last day of each of the first three (3) fiscal quarters of Borrower
in a calendar year, and no later than ninety (90) days after the last day of the fourth fiscal
quarter of Borrower, an Unencumbered Property Report and certifying compliance with Section 4.1.



     (e) Unencumbered Property Information. Promptly upon reasonable request by Administrative
Agent, information concerning the Unencumbered Properties, including, without limitation, rent
rolls, operating statements, Capital Expenditure budgets, copies of leases, copies of tenant
financial statements, agings of rent payments, copies of existing environmental assessments, and
copies of existing property inspection reports.



     (f) Notices. Notice, promptly after a Responsible Officer of Borrower knows of (i) the
existence and status of any Litigation that, if determined adversely to any Company, could
reasonably be expected to result in a Material Adverse Event, (ii) any change in any material fact
or circumstance represented or warranted by any Company in any Loan Document which could be or
result in a Material Adverse Event, (iii) the receipt by any Company of notice of any violation or
alleged violation of ERISA or any Environmental Law (which individually or collectively with other
violations or allegations could reasonably be expected to result in a Material Adverse Event), (iv)
any public announcement by Moody’s, S & P, or a Third Agency, as applicable, of any change in the
Debt Rating, or (v) a Default or Potential Default, specifying the nature thereof and what action
Borrower has taken, is taking, or proposes to take.



     (g) Change in Control. Promptly upon any Change in Control, notice of such event together
with a description of the transaction giving rise thereto.



     (h) Other Information. Promptly upon reasonable request by Administrative Agent, information
(not otherwise required to be furnished under the Loan Documents) respecting the business affairs,
assets, and liabilities of the Companies and opinions, certifications, and documents in addition to
those mentioned in this Agreement.



     7.2 Use of Proceeds. Borrower shall use the proceeds of Borrowings only for the purposes
represented in this Agreement.



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     7.3 Books and Records. Borrower shall, and shall cause each Company to, maintain books,
records, and accounts necessary to prepare financial statements in accordance with GAAP.



     7.4 Inspections. Upon reasonable notice and during normal business hours, Borrower shall, and
shall cause each Company to, allow Administrative Agent (or its Representatives) to inspect any of
their respective properties (subject to the inspection rights in any tenant leases), to review
reports, files, and other records and to make and take away copies, and to discuss in the presence
of Borrower or such other Company any of its affairs, conditions and finances with its other
creditors, directors, officers, employees, or representatives from time to time, during reasonable
business hours.



     7.5 Taxes. Borrower shall, and shall cause each Company to, promptly pay prior to delinquency
any and all Taxes, other than Taxes that are being contested in good faith by lawful proceedings
diligently conducted, against which reserves or other provisions required by GAAP have been made,
and in respect of which levy and execution of any Lien have been and continue to be stayed.



     7.6 Payment of Obligations. Borrower shall, and shall cause each Company to, promptly pay (or
renew and extend) all of their respective obligations as they become due (unless any such
obligations are being contested in good faith by appropriate proceedings and against which reserves
or other provisions required by GAAP have been made, except where the failure to so pay (or renew
or extend) could not result in a Material Adverse Event).



     7.7 Expenses. Borrower shall promptly pay following demand (a) all costs, fees, and expenses
paid or incurred by Agents in connection with the arrangement, syndication, and negotiation of the
loan evidenced by this Agreement and the other Loan Documents and the negotiation, preparation,
delivery, and execution of the Loan Documents and any related amendment, waiver, or consent
(including in each case the reasonable fees and expenses of any Agent’s counsel), and (b) all
costs, fees, and expenses of Agents and, after a Default, Lenders incurred by any Agent or, after a
Default, any Lender in connection with the enforcement of the obligations of any Obligor arising
under the Loan Documents or the exercise of any Rights arising under the Loan Documents (including
reasonable attorneys’ fees, expenses, and costs paid or incurred in connection with any workout or
restructure and any action taken in connection with any Debtor Relief Laws), all of which shall be
a part of the Obligation and shall bear interest, if not paid upon demand, at the Default Rate
until repaid.



     7.8 Maintenance of Existence, Assets, and Business. Each Company shall (a) maintain its
trust, partnership, limited liability company, or corporate existence in good standing in its state
of organization, and (b) except where not a Material Adverse Event (i) maintain its authority to
transact business in good standing in all other states, (ii) maintain all licenses, permits,
franchises, and Governmental Requirements necessary for its business, and (iii) keep all of its
material assets that are useful in and necessary to its business in good working order and
condition (ordinary wear and tear excepted) and make all necessary repairs and replacements.



     7.9 Insurance. Borrower shall, and shall cause each Company to, maintain with financially
sound, responsible, and reputable insurance companies or associations (or, as to workers’
compensation or similar insurance, with an insurance fund or by self-insurance authorized by the
jurisdictions in which it operates) insurance reasonably acceptable to Administrative Agent
concerning its properties and businesses against casualties and contingencies and of types and in
amounts (and with co-insurance and deductibles) as is customary in the case of similar businesses.
At Administrative Agent’s request, Borrower shall, and shall cause each Company to, deliver to
Administrative Agent evidence of insurance for each policy of insurance and evidence of payment of
all premiums.



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     7.10 Preservation and Protection of Rights. Borrower shall, and shall cause each other
Obligor to, perform the acts and duly authorize, execute, acknowledge, deliver, file, and record
any additional writings as any Agent may reasonably deem necessary or appropriate to preserve and
protect the Rights of the Credit Parties under any Loan Document.



     7.11 Environmental Laws. Borrower shall, and shall cause each Company to, (a) operate and
manage its businesses and otherwise conduct its affairs in compliance with all Environmental Laws,
except to the extent noncompliance could not reasonably be expected to result in a Material Adverse
Event, (b) promptly deliver to Administrative Agent a copy of any written notice received from any
Governmental Authority alleging that any Company is not in compliance with any Environmental Law,
where such notice or non-compliance could result in a Material Adverse Event, and (c) promptly
deliver to Administrative Agent a copy of any written notice received from any Governmental
Authority alleging that any Company has any potential environmental Liability that could result in
a Material Adverse Event.



     7.12 INDEMNIFICATION.



     (a) AS USED IN THIS SECTION: (I) “INDEMNITOR” MEANS THE OBLIGORS; (II)
“INDEMNITEE” MEANS EACH CREDIT PARTY, EACH PRESENT AND FUTURE AFFILIATE OF EACH CREDIT
PARTY, EACH PRESENT AND FUTURE REPRESENTATIVE OF EACH CREDIT PARTY, OR ANY OF SUCH AFFILIATES, AND
EACH PRESENT AND FUTURE SUCCESSOR AND ASSIGN OF EACH CREDIT PARTY, OR ANY OF SUCH AFFILIATES OR
REPRESENTATIVES; AND (III) “INDEMNIFIED LIABILITIES” MEANS ALL PRESENT AND FUTURE, KNOWN
AND UNKNOWN, FIXED AND CONTINGENT, ADMINISTRATIVE, INVESTIGATIVE, JUDICIAL, AND OTHER CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, INVESTIGATIONS, SUITS, PROCEEDINGS, AMOUNTS PAID IN SETTLEMENT,
DAMAGES, JUDGMENTS, PENALTIES, COURT COSTS, LIABILITIES, AND OBLIGATIONS — AND ALL PRESENT AND
FUTURE COSTS, EXPENSES, AND DISBURSEMENTS (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’
FEES AND EXPENSES WHETHER OR NOT SUIT OR OTHER PROCEEDING EXISTS OR ANY INDEMNITEE IS PARTY TO ANY
SUIT OR OTHER PROCEEDING) IN ANY WAY RELATED TO ANY OF THE FOREGOING —THAT MAY AT ANY TIME BE
IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE AND IN ANY WAY RELATING TO OR ARISING
OUT OF ANY (A) LOAN DOCUMENT, TRANSACTION CONTEMPLATED BY ANY LOAN DOCUMENT (INCLUDING ANY REFUSAL
BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS
PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF
CREDIT) OR ANY PROPERTY, (B) ENVIRONMENTAL LIABILITY IN ANY WAY RELATED TO ANY COMPANY, ANY
PROPERTY, OR ANY ACT, OMISSION, STATUS, OWNERSHIP, OR OTHER RELATIONSHIP, CONDITION, OR
CIRCUMSTANCE CONTEMPLATED BY, CREATED UNDER, OR ARISING PURSUANT TO OR IN CONNECTION WITH ANY LOAN
DOCUMENT, OR (C) INDEMNITEE’S SOLE, CONTRIBUTORY OR CONCURRENT ORDINARY NEGLIGENCE. THE
FOREGOING INDEMNIFIES THE INDEMNITEES FROM THEIR OWN NEGLIGENCE.



     (b) EACH INDEMNITOR SHALL JOINTLY AND SEVERALLY INDEMNIFY EACH INDEMNITEE FROM AND
AGAINST, PROTECT AND DEFEND EACH INDEMNITEE FROM AND AGAINST, HOLD EACH INDEMNITEE HARMLESS FROM
AND AGAINST, AND ON DEMAND PAY OR REIMBURSE EACH INDEMNITEE FOR, ALL INDEMNIFIED LIABILITIES.



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     (c) THE FOREGOING PROVISIONS (I) ARE NOT LIMITED IN AMOUNT EVEN IF THAT AMOUNT EXCEEDS THE
OBLIGATION, (II) INCLUDE, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS AND OTHER
COSTS AND EXPENSES OF LITIGATION OR PREPARING FOR LITIGATION AND DAMAGES OR INJURY TO PERSONS,
PROPERTY, OR NATURAL RESOURCES ARISING UNDER ANY STATUTORY OR COMMON LAW, PUNITIVE DAMAGES, FINES,
AND OTHER PENALTIES, AND (III) ARE NOT AFFECTED BY THE SOURCE OR ORIGIN OF ANY HAZARDOUS SUBSTANCE,
AND (IV) ARE NOT AFFECTED BY ANY INDEMNITEE’S INVESTIGATION, ACTUAL OR CONSTRUCTIVE KNOWLEDGE,
COURSE OF DEALING, OR WAIVER.



     (d) No Indemnitee is entitled to be indemnified under the Loan Documents for its or its
Representatives’ own fraud, gross negligence, or willful misconduct.



     (e) THE PROVISIONS OF AND INDEMNIFICATION AND OTHER UNDERTAKINGS UNDER THIS SECTION
SURVIVE THE SATISFACTION OF THE OBLIGATION AND THE TERMINATION OF THE LOAN DOCUMENTS.



     7.13 REIT Status. At all times, PPT (including its organization and method of operations and
those of its Consolidated Affiliates) shall qualify as a REIT.



     7.14 ERISA Exemptions. PPT shall qualify as a “real estate operating company” under the 29
C.F.R. § 2510.3-101(e) (or any successor regulation) or other appropriate exemption such that its
assets shall not be deemed “plan assets” as defined in 29 C.F.R. § 2510.3-101(a)(1) (or any
successor regulation) of any Employee Plan or Multi-employer Plan.



     7.15 Listed Company. The common Stock of PPT shall at all times be listed for trading and be
traded on either the New York Stock Exchange or American Stock Exchange.



SECTION 8




NEGATIVE COVENANTS




     So long as there are outstanding Commitments to fund Borrowings or issue Letters of Credit
under this Agreement and until the Obligation is paid in full, Borrower covenants and agrees as
follows:



     8.1 Payment of Obligations. Borrower shall not, and shall not permit any Company to,
voluntarily prepay principal of, or interest on, any Liabilities other than the Obligation, if a
Default exists.



     8.2 Employee Plans. Except where a Material Adverse Event would not result, Borrower shall
not, and shall not permit any Company to, permit any of the events or circumstances described in
Section 6.10 to exist or occur.



     8.3 Transactions with Affiliates. Except as disclosed on Schedule 6.14 (as supplemented from
time to time to reflect changes as a result of transactions permitted by this Agreement or approved
by the Required Lenders), Borrower shall not, and shall not permit any Company to, enter into any
material transaction with any of its Affiliates, other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than it could obtain or
could become entitled to in an arm’s-length transaction with a Person that was not its Affiliate.



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     8.4 Compliance with Governmental Requirements and Documents. Borrower shall not, and shall
not permit any Company to, (a) violate the provisions of any Governmental Requirements applicable
to it or of any material agreement to which it is a party if that violation alone, or when
aggregated with all other violations, could reasonably be expected to result in Material Adverse
Event, (b) violate the provisions of its Constituent Documents where such violation could result in
a Material Adverse Event, or (c) repeal, replace, or amend any provision of its Constituent
Documents if that action could reasonably be expected to result in a Material Adverse Event.



     8.5 Loans, Advances, and Investments. Without the prior written consent of the Required
Lenders, the Companies, on a Consolidated Basis, shall not have or make any investments in the
following, calculated, where applicable, after giving effect to the pertinent investment and using
values determined in accordance with the definition of Total Assets:



     (a) Properties consisting of raw land exceeding in the aggregate five percent (5%) of Total
Assets;



     (b) Properties under construction having actual and budgeted costs exceeding in the aggregate
twenty percent (20%) of Total Assets (including the total budgeted project costs for all Properties
under construction); provided that the Companies may not have Properties under construction that
are less than fifty percent (50%) pre-leased having actual and budgeted costs exceeding in the
aggregate fifteen percent (15%) of Total Assets (including the total budgeted project costs for all
Properties under construction);



     (c) Except for Borrower’s investment in Broadmoor, Investments in Joint Ventures exceeding in
the aggregate twenty percent (20%) of Total Assets;



     (d) Loans, mortgages, advances, and extensions of credit to Persons exceeding in the aggregate
ten percent (10%) of Total Assets;



     (e) The Stock of Persons that are neither Consolidated Affiliates nor Investments in Joint
Ventures exceeding in the aggregate five percent (5%) of Total Assets; or



     (f) The investments described in (a) through (e) above exceeding in the aggregate (without
duplication) thirty percent (30%) of Total Assets.



     8.6 Distributions. Borrower shall not, and shall not permit any Company to, declare, make, or
pay any Distribution other than (a) Permitted Distributions, (b) Distributions declared, made, or
paid by (i) any Company wholly in the form of its Stock, and (ii) any Company (other than Borrower)
to Borrower or to PPT, (c) Distributions paid to the holders of PPT’s Stock who simultaneously use
the proceeds of such Distributions to purchase additional shares of PPT’s Stock pursuant to a
dividend reinvestment program, and (d) Special Dividends; provided that the amount of any
Distributions made pursuant to clauses (b) and (c) shall not be limited by clause (a). Nothing in
this Section 8.6 restricts the issuance by any Company of preferred Stock solely because such Stock
requires the payment of Distributions with respect to such Stock prior to the payment of
Distributions with respect to common Stock.



     8.7 Sale of Assets. Neither Borrower nor PPT shall sell, assign, lease, transfer, or
otherwise dispose of all or substantially all of its assets.



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     8.8 Mergers and Dissolutions. Borrower shall not, and shall not permit any Obligor to, merge
or consolidate with any other Person or liquidate, wind up, or dissolve (or suffer any liquidation
or dissolution); provided, however, that the foregoing shall not operate to prevent mergers or
consolidations of any Company into Borrower or another Company (if such transaction does not reduce
the net worth of the Companies determined in accordance with GAAP).



     8.9 Assignment. Borrower shall not, and shall not permit any Company to, assign or transfer
any of its Rights, duties, or obligations under any of the Loan Documents.



     8.10 Fiscal Year and Accounting Methods. Without the prior written consent of Administrative
Agent, Borrower shall not, and shall not permit any Company to, change its fiscal year or its
method of accounting (other than immaterial changes in methods or as required by GAAP).



     8.11 New Businesses. Borrower shall not, and shall not permit any Company to, engage in any
type of business except the types of businesses in which they are presently engaged and any other
reasonably related business.



     8.12 Government Regulations. Borrower shall not, and shall not permit any Company to, conduct
its business in a way that it becomes regulated under the Investment Company Act of 1940, as
amended, or the Public Utility Holding Company Act of 1935, as amended.



     8.13 Amendment of Constituent Documents. Borrower shall not permit any amendment of any
Company’s Constituent Documents, if any, which would materially and adversely affect Agents or
Lenders or their respective Rights under the Loan Documents.



     8.14 Interest Rate Agreements. Borrower shall not permit the Companies’ Indebtedness that is
not either subject to a fixed interest rate or hedged pursuant to an Interest Rate Agreement
acceptable to Administrative Agent (“Variable Rate Debt”) to exceed twenty-five percent (25%) of
Total Assets; provided that the Companies’ Variable Rate Debt may exceed twenty-five percent (25%)
of Total Assets for a period of time not to exceed ninety (90) days if Borrower is diligently
seeking Interest Rate Agreements with respect to such Indebtedness or is in the process of
incurring fixed rate Indebtedness or an Equity Issuance in order to comply with the requirements of
this Section.



SECTION 9




FINANCIAL COVENANTS




     So long as there are outstanding Commitments to fund Borrowings or issue Letters of Credit
under this Agreement and until the Obligation is paid and performed in full, Borrower covenants and
agrees with Administrative Agent and Lenders that Borrower shall not directly or indirectly permit:



     9.1 Minimum Tangible Net Worth. As of any date, the Tangible Net Worth to be less than (a)
$1,000,000,000, plus (b) eighty percent (80%) of the amount of Net Proceeds of any Equity Issuances
subsequent to the Closing Date, minus (c) eighty percent (80%) of the amount of any Redemptions and
Special Dividends subsequent to the Closing Date, provided that the Tangible Net Worth shall not be
less than $800,000,000.00.



     9.2 Total Indebtedness to Total Assets. As of any date, the ratio of (a) all Indebtedness of
the Companies, on a Consolidated Basis (excluding Trust Preferred Securities up to
$100,000,000.00), to (b) Total Assets to exceed 0.60 to 1.0.



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     9.3 Maximum Secured Debt. As of any date, the ratio of (a) Secured Debt of the Companies, on
a Consolidated Basis, to (b) Total Assets to exceed 0.45 to 1.0.



     9.4 Interest and Debt Service Coverage Ratios.



     (a) As of any date, the ratio of (i) Aggregate EBITDA, to (ii) Interest Expense of the
Companies (excluding Interest Expense on Trust Preferred Securities in a principal amount not to
exceed $100,000.000.00), on a Consolidated Basis, in each case for the twelve (12) month period
ending on the date of determination, to be less than 2.0 to 1.0.



     (b) As of any date, the ratio of (i) the Companies’ Share of Adjusted Property EBITDA for the
Unencumbered Properties owned by Borrower or a Subsidiary Guarantor as of such date, to (ii)
Assumed Interest Expense (excluding Trust Preferred Securities up to $100,000,000.00 from the
calculation of Unsecured Debt), on a Consolidated Basis, to be less than 2.0 to 1.0.



     (c) As of any date, the ratio of (i) Adjusted Aggregate EBITDA, to (ii) Fixed Charges, in each
case for the twelve (12) month period ending on the date of determination, to be less than 1.7 to
1.0.



     For purposes of calculating any of the financial covenants in this Section 9, (x) (i) Indebtedness
shall not include any Indebtedness of any Company that has been defeased, (ii) Total Assets shall
not include any assets of any Company that have been used to defease any Indebtedness of any
Company, (iii) Aggregate EBITDA, Adjusted Property EBITDA, and other income items shall not include
any income on or with respect to any assets of any Company that have been used to defease any
Indebtedness of any Company, and (iv) Interest Expense shall not include any Interest Expense with
respect to any Indebtedness that has been defeased (except to the extent that such Interest Expense
exceeds any income excluded pursuant to clause (iii)).



SECTION 10




DEFAULT




     The term “Default” means the occurrence of any one or more of the following events:



     10.1 Payment of Obligation.



     (a) The failure of Borrower or PPT to pay any Principal Debt of the Obligation at maturity
(whether by its terms or by acceleration); or



     (b) The failure of Borrower or PPT to pay any of the Obligation (other than any Principal Debt
at maturity (whether by its terms or by acceleration)) when it becomes due and payable under the
Loan Documents, and (i) for the first (1st) and second (2nd) such failures, if any, occurring
during any calendar year, such failure shall continue for three (3) days after written notice
thereof from Administrative Agent to Borrower, and (ii) for any other such failures, if any, such
failure shall continue for five (5) days after such payment became due and payable.



     10.2 Covenants. The failure of Borrower (and, if applicable, any Company) to punctually and
properly perform, observe, and comply with:



     (a) any covenant or agreement contained in Section 7.1; or



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     (b) any other covenant or agreement contained in any Loan Document (other than the covenants
to pay the principal of and interest on the Obligation and the covenants in (a) preceding), and
such failure shall continue for (i) thirty (30) days after the earlier to occur of the date (A)
Borrower knows of, or (B) Borrower receives notice from Administrative Agent of, such failure, or
(ii) seventy-five (75) days after such earlier date if such failure is not capable of being cured
within thirty (30) days and Borrower is diligently pursuing cure thereof.



     10.3 Debtor Relief. Any Obligor (a) is not Solvent, (b) fails to pay its Liabilities
generally as they become due, (c) voluntarily seeks, consents to, or acquiesces in the benefit of
any Debtor Relief Law, or (d) becomes a party to or is made the subject of any proceeding provided
for by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise
adversely affect the Rights of any Credit Party granted in the Loan Documents (unless, if the
proceeding is involuntary, the applicable petition is dismissed within sixty (60) days after its
filing).



     10.4 Judgments and Attachments. Any Company fails, within sixty (60) days after entry, to
pay, bond, or otherwise discharge any judgment or order for the payment of money in excess of
$1,000,000 (individually or collectively) or any warrant of attachment, sequestration, or similar
proceeding against such Company’s assets having a value (individually or collectively) of
$1,000,000 unless such judgment, order for payment, warrant of attachment, sequestration, or
similar proceeding is (a) stayed on appeal, (b) diligently contested in good faith by appropriate
proceedings and adequate reserves have been set aside on its books in accordance with GAAP, or (c)
covered by insurance acceptable to Administrative Agent.



     10.5 Government Action.



     (a) A final non-appealable order is issued by any Governmental Authority (including the United
States Justice Department) requiring any Company to divest all or a substantial portion of its
assets under any antitrust, restraint of trade, unfair competition, industry regulation, or similar
Governmental Requirements, or



     (b) any Governmental Authority seizes or otherwise appropriates, or takes custody or control
of, all or any substantial portion of the assets of any Company, other than through condemnation
proceeding.



     10.6 Misrepresentation. Any material representation or warranty made by any Company contained
in any Loan Document at any time proves to have been incorrect in any material respect when made
and such misrepresentation shall continue for thirty (30) days after the earlier to occur of the
date (a) Borrower knows of, or (b) Borrower receives notice from Administrative Agent of, such
misrepresentation.



     10.7 Default Under Other Agreements.



     (a) Any Company or Companies shall fail to make any payment in respect of any Recourse Debt in
excess (individually or collectively at any time) of $5,000,000 when due or within any applicable
grace period or otherwise granted by the lender thereof; or



     (b) A default shall occur in respect of credit agreement, note, mortgage, indenture, or other
agreement or document evidencing, securing, or otherwise relating to any Recourse Debt in excess
(individually or collectively at any time) of $5,000,000 (other than a failure to make any payment when



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due in respect of any such Recourse Debt) and such default shall continue for more than the
period of grace, if any, specified therein or otherwise granted by the lender thereof.



     10.8 Validity and Enforceability of Loan Documents. Except in accordance with its terms or as
otherwise expressly permitted by this Agreement, any Loan Document at any time after its execution
and delivery ceases to be in full force and effect in any material respect or is declared by a
Governmental Authority to be null and void or its validity or enforceability is contested by any
Company, or any Company denies that it has any further liability or obligations under any Loan
Document to which it is a party.



     10.9 Management Changes. During any period of twelve (12) consecutive calendar months,
individuals who were directors or trustees of PPT on the first day of such period shall cease to
constitute a majority of the board of directors of PPT; provided, however, that the directors or
trustees of PPT may include new or replacement directors or trustees that (a) are an officer or
employee of an Affiliate, (b) are required in order (as a practical matter) for the majority of the
board of directors or trustees of PPT to be independent directors or trustees, or (c) are
independent directors or trustees that are replacing another independent director or trustee whose
term has expired or who has voluntarily resigned.



     10.10 Change in Control. A Change in Control shall occur.



     10.11 Plan Assets. The assets of the Companies at any time constitute assets, within the
meaning of ERISA, the Code, and the respective regulations promulgated thereunder, of any Employee
Plan or Multi-employer Plan.



SECTION 11




RIGHTS AND REMEDIES




     11.1 Remedies Upon Default.



     (a) Debtor Relief. If a Default (i) occurs under Section 10.3(c) or (ii) occurs and is
continuing under Section 10.3(a), (b) or (d), the commitment to extend credit under this Agreement
automatically terminates, the entire unpaid balance of the Obligation automatically becomes due and
payable without any action of any kind whatsoever.



     (b) Other Defaults. If a Default occurs and is continuing, subject to the terms of Section
13.9(b), then Administrative Agent may (and upon the request of the Required Lenders shall), do any
one or more of the following: (i) if the maturity of the Obligation has not already been
accelerated under Section 11.1(a), then declare the entire unpaid balance of all or any part of the
Obligation immediately due and payable, whereupon it is due and payable; (ii) terminate the
commitments of Lenders to extend credit under this Agreement; (iii) reduce any claim to judgment;
and (iv) exercise any and all other legal or equitable Rights afforded by the Loan Documents, the
Governmental Requirements of the State of Texas, or any other applicable jurisdiction.



     11.2 Waivers. To the extent permitted by applicable law, each Company waives presentment and
demand for payment, protest, notice of intention to accelerate, notice of acceleration, and notice
of protest and nonpayment, and agrees that its liability with respect to all or any part of the
Obligation is not affected by any renewal or extension in the time of payment of all or any part of
the Obligation, by any



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indulgence, or by any release or change in any security for the payment of all or any part of
the Obligation.



     11.3 Performance by Administrative Agent. If any covenant, duty, or agreement of Borrower is
not performed in accordance with the terms of the Loan Documents, Administrative Agent may, while a
Default exists, at its option, perform, or attempt to perform that covenant, duty, or agreement on
behalf of Borrower (and any amount expended by Administrative Agent in its performance or attempted
performance is payable by Borrower to Administrative Agent on demand, becomes part of the
Obligation, and bears interest at the Default Rate from the date of Administrative Agent’s
expenditure until paid). However, neither Administrative Agent nor any Lender assumes or shall
have, except by its express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of Borrower.



     11.4 Not in Control. None of the covenants or other provisions contained in any Loan Document
shall, or shall be deemed to, give Agents or Lenders the Right to exercise control over the assets
(including real property), affairs, or management of any Company.



     11.5 Course of Dealing. The acceptance by Agents or any Lender of any partial payment on the
Obligation shall not be deemed to be a waiver of any Default then existing. No waiver by any
Credit Party of any Default shall be deemed to be a waiver of any other then-existing or subsequent
Default. No delay or omission by any Credit Party in exercising any Right under the Loan Documents
will impair that Right or be construed as a waiver thereof or any acquiescence therein, nor will
any single or partial exercise of any Right preclude other or further exercise thereof or the
exercise of any other Right under the Loan Documents or otherwise.



     11.6 Cumulative Rights. All Rights available to the Credit Parties under the Loan Documents
are cumulative of and in addition to all other Rights granted to the Credit Parties at law or in
equity, whether or not the Obligation is due and payable and whether or not Agents or Lenders have
instituted any suit for collection, foreclosure, or other action in connection with the Loan
Documents.



     11.7 Application of Proceeds. Any and all proceeds ever received by any Credit Party from the
exercise of any Rights pertaining to the Obligation shall be applied to the Obligation according to
Section 3.11.



     11.8 Certain Proceedings. Borrower shall promptly execute and deliver, or cause the execution
and delivery of, all applications, certificates, instruments, and all other documents and papers
any Agent reasonably requests in connection with the obtaining of any consent, approval,
registration, qualification, permit, license, or authorization of any Governmental Authority or
other Person necessary or appropriate for the effective exercise of any Rights under the Loan
Documents. Because Borrower agrees that Agents’ and Lenders’ remedies at law for failure of
Borrower to comply with the provisions of this paragraph would be inadequate and that failure would
not be adequately compensable in damages, Borrower agrees that the covenants of this Section 11.8
may be specifically enforced.



SECTION 12




AGENTS AND LENDERS




     12.1 Appointment; Nature of Relationship. JPMorgan Chase Bank, N.A. is hereby appointed by
each of the Lenders as its contractual representative (herein referred to as “Administrative
Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes



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the Agent, subject to the provisions of Section 12.12, to act as the contractual
representative of such Lender with the rights and duties expressly set forth herein and in the
other Loan Documents. The Agent agrees to act as such contractual representative upon the express
conditions contained in this Section 12. Notwithstanding the use of the defined term
“Administrative Agent” it is expressly understood and agreed that Administrative Agent shall not
have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that Administrative Agent is merely acting as the contractual representative of the
Lenders with only those duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders’ contractual representative, Administrative Agent (i)
does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of
the Lenders within the meaning of the term “secured party” as defined in the Texas Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of
the Lenders hereby agrees to assert no claim against Administrative Agent on any agency theory or
any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby
waives.



     12.2 Powers. Administrative Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to Administrative Agent by the terms of each thereof,
together with such powers as are reasonably incidental thereto. Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder
except any action specifically provided by the Loan Documents to be taken by Administrative Agent.



     12.3 General Immunity. No Agent nor any of their respective directors, officers, agents or
employees shall be liable to any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or therewith except to the
extent such action or inaction is determined in a final non-appealable judgment by a court of
competent jurisdiction to have arisen from the gross negligence or willful misconduct of such
Person.



     12.4 No Responsibility for Loans, Recitals, etc. No Agent nor any of their respective
directors, officers, agents or employees shall be responsible for or have any duty to ascertain,
inquire into, or verify (a) any statement, warranty or representation made in connection with any
Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without limitation, any agreement
by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition
specified in Section 5, except receipt of items required to be delivered solely to such Agent; (d)
the existence or possible existence of any Default or Potential Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security; or (g) the financial condition of
the Borrower or any other Company of any of the Obligation or of any of Borrower’s or any such
Company’s respective Subsidiaries.



     12.5 Action on Instructions of Lenders. Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Required Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The
Lenders hereby acknowledge that Administrative Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or
any other Loan Document unless it shall be requested in writing to do so by the Required Lenders.



     12.6 Employment of Agents and Counsel. Administrative Agent may execute any of its duties as
Administrative Agent hereunder and under any other Loan Document by or through employees,



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agents, and attorneys in fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or misconduct of any such
agents or attorneys in fact selected by it with reasonable care. Administrative Agent shall be
entitled to advice of counsel concerning the contractual arrangement between Administrative Agent
and the Lenders and all matters pertaining to Administrative Agent’s duties hereunder and under any
other Loan Document.



     12.7 Reliance on Documents; Counsel. Administrative Agent shall be entitled to rely upon any
Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail
message, statement, paper or document reasonably believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to legal matters, upon
the opinion of counsel selected by Administrative Agent, which counsel may be employees of
Administrative Agent. For purposes of determining compliance with the conditions specified in
Sections 5.1 and 5.2, 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 applicable Borrowing Date specifying
its objection thereto.



     12.8 Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify
each Agent ratably in proportion to their respective Commitments (or, if the Commitments have been
terminated, in proportion to their Commitments immediately prior to such termination) (i) for any
amounts not reimbursed by Borrower for which such Agent is entitled to reimbursement by Borrower
under the Loan Documents, (ii) for any other expenses incurred by such Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration and enforcement of
the Loan Documents (including, without limitation, for any expenses incurred by such Agent in
connection with any dispute between such Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against such Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the transactions
contemplated thereby (including, without limitation, for any such amounts incurred by or asserted
against such Agent in connection with any dispute between such Agent and any Lender or between two
or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any
such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the
extent any of the foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of such Agent and
(ii) any indemnification required pursuant to Section 3.15 shall, notwithstanding the provisions of
this Section 12.8, be paid by the relevant Lender in accordance with the provisions thereof. The
obligations of the Lenders under this Section 12.8 shall survive payment of the Obligation and
termination of this Agreement.



     12.9 Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Potential Default hereunder, except with respect to the payment
obligations of Borrower under the Notes and the Swing Line Note, unless Administrative Agent has
received written notice from a Lender or Borrower referring to this Agreement describing such
Default or Potential Default and stating that such notice is a “notice of default”. In the event
that Administrative Agent receives such a notice, Administrative Agent shall give prompt notice
thereof to the Lenders.



     12.10 Rights as a Lender. In the event any Agent is a Lender, such Agent shall have the same
rights and powers hereunder and under any other Loan Document with respect to its Commitment and
its Loans as any Lender and may exercise the same as though it were not an Agent, and the term
“Lender” or “Lenders” shall, at any time when such Agent is a Lender, unless the context otherwise
indicates, include



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such Agent in its individual capacity. Each Agent and its respective Affiliates may accept
deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other Loan Document, with
Borrower or any other Company in which any Company is not restricted hereby from engaging with any
other Person.



     12.11 Lender Credit Decision. Each Lender acknowledges that it has, independently and without
reliance upon Administrative Agent, the Arranger or any other Lender and based on the financial
statements prepared by Borrower and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement and the other
Loan Documents. Each Lender also acknowledges that it will, independently and without reliance
upon Agents or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents. Except for any notice, report, document or other
information expressly required to be furnished to the Lenders by Agents hereunder, no Agent shall
have any duty or responsibility (either initially or on a continuing basis) to provide any Lender
with any notice, report, document, credit information or other information concerning the affairs,
financial condition or business of Borrower or any of its Affiliates that may come into the
possession of any Agent or any of their Affiliates.



     12.12 Successor Agent. Administrative Agent may resign at any time by giving thirty (30) days
prior written notice thereof to the Lenders and Borrower, such resignation to be effective upon the
appointment of a successor Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five (45) days after the retiring Administrative Agent gives notice of its
intention to resign. Administrative Agent may be removed at any time with or without cause by
written notice received by Administrative Agent from the Required Lenders, such removal to be
effective on the date specified by the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint, on behalf of Borrower and the Lenders, a
successor Administrative Agent (which, if no Default or Potential Default exists, is subject to
Borrower’s approval that may not be unreasonably withheld), which must be a commercial bank having
a combined capital and surplus of at least $1,000,000,000 (as shown on its most recently published
statement of condition) and whose debt obligations (or whose parent’s debt obligations) are rated
not less than Baa1 by Moody’s or BBB+ by S & P. If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty (30) days after the resigning
Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative
Agent may appoint, on behalf of Borrower and the Lenders, a successor Administrative Agent (which,
if no Default or Potential Default exists, is subject to Borrower’s approval that may not be
unreasonably withheld), which must be a commercial bank having a combined capital and surplus of at
least $1,000,000,000 (as shown on its most recently published statement of condition) and whose
debt obligations (or whose parent’s debt obligations) are rated not less than Baa1 by Moody’s or
BBB+ by S & P. Notwithstanding the previous sentence, Administrative Agent may at any time without
the consent of Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as
a successor Administrative Agent hereunder. If Administrative Agent has resigned or been removed
and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of
Administrative Agent hereunder and Borrower shall make all payments in respect of the Obligation to
the applicable Lender and for all other purposes shall deal directly with the Lenders. No
successor Administrative Agent shall be deemed to be appointed hereunder until such successor
Administrative Agent has accepted the appointment. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation
or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be
discharged from its duties and obligations hereunder and under the Loan Documents. After the
effectiveness of the resignation or



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removal of Administrative Agent, the provisions of this Section 12 shall continue in effect
for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken
by it while it was acting as Administrative Agent hereunder and under the other Loan Documents.



     12.13 Delegation to Affiliates. Borrower and the Lenders agree that Administrative Agent may
delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and
such Affiliate’s directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which Administrative Agent is entitled under Sections 12 and 13.



     12.14 Syndication Agent. Syndication Agent, in such capacity, shall have no rights, duties,
or obligations hereunder, except as specifically provided in this Agreement. Syndication Agent (a)
may voluntarily resign by notice to Administrative Agent, Lenders, and Borrower, and (b) shall
resign upon the request of the Required Lenders for cause. Upon the resignation of Syndication
Agent, the Required Lenders may elect to designate a successor Syndication Agent (which, if no
Default or Potential Default exists, is subject to Borrower’s approval that may not be unreasonably
withheld), which must be a Lender who is a commercial bank having a combined capital and surplus of
at least $1,000,000,000 (as shown on its most recently published statement of condition) and whose
debt obligations (or whose parent’s debt obligations) are rated not less than Baa1 by Moody’s or
BBB+ by S & P.



     12.15 Other Agents. Neither any of the Lenders identified in this Agreement as a “co-agent”
nor the Documentation Agent shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such. Without limiting the
foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes
with respect to Administrative Agent in Section 12.11.



     12.16 Approval of Lenders.



     (a) All communications from Administrative Agent to Lenders requesting Lenders’ determination,
consent, approval, or disapproval (i) shall be given in the form of a written notice to each
Lender, (ii) shall be accompanied by a description of the matter or thing as to which such
determination, approval, consent, or disapproval is requested, or shall advise each Lender where
such matter or thing may be inspected, or shall otherwise describe the matter or issue to be
resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously
provided to such Lender, written materials and a summary of all oral information provided to
Administrative Agent by Borrower in respect of the matter or issue to be resolved, and (iv) shall
include Administrative Agent’s recommended course of action or determination in respect thereof.
Each Lender shall reply promptly, but in any event (x) within thirty (30) days (or such lesser
period as may be required under the Loan Documents for Administrative Agent to respond) for those
matters requiring the consent by all Lenders, and (y) within fifteen (15) Business Days (or such
lesser period as may be required under the Loan Documents for Administrative Agent to respond) for
those matters requiring the consent by the Required Lenders, in each instance, after receipt of the
request therefore by Administrative Agent (in either event, the “Lender Reply Period”).



     (b) Unless a Lender shall give written notice to Administrative Agent that it objects to the
recommendation or determination of Administrative Agent within the Lender Reply Period, such Lender
shall be deemed to have approved of or consented to such recommendation or determination.



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SECTION 13




MISCELLANEOUS




     13.1 Headings. The headings, captions and arrangements used in any of the Loan Documents are,
unless specified otherwise, for convenience only and shall not be deemed to limit, amplify, or
modify the terms of the Loan Documents, nor affect the meaning thereof.13.2 Nonbusiness Days; Time.
Any payment or action that is due under any Loan Document on a non-Business Day may be delayed
until the next-succeeding Business Day (but interest shall continue to accrue on any applicable
payment until payment is in fact made) unless the payment concerns a Eurodollar Borrowing, in which
case if the next-succeeding Business Day is in the next calendar month, then such payment shall be
made on the next-preceding Business Day.



     13.3 Communications. Unless otherwise specifically provided, whenever any Loan Document
requires or permits any consent, approval, notice, request, demand, or other communication from one
party to another, communication must be in writing (which may be by telex or telecopy) to be
effective and shall be deemed to have been given (a) if by telex, when transmitted to the
appropriate telex number and the appropriate answerback is received, (b) if by telecopy, when
transmitted to the appropriate telecopy number (and all communications sent by telecopy must be
confirmed promptly thereafter by telephone; but any requirement in this parenthetical shall not
affect the date when the telecopy shall be deemed to have been delivered), (c) if by mail, on the
fifth (5th) Business Day after it is enclosed in an envelope and properly addressed, stamped,
sealed, certified mail, return receipt requested, and deposited in the appropriate official postal
service, or (d) if by any other means, when actually delivered. Until changed by notice pursuant
to this Agreement, the address (and telecopy number) for each party to a Loan Document is set forth
on Schedule 1.



     13.4 Form and Number of Documents. The form, substance, and number of counterparts of each
writing to be furnished under this Agreement must be satisfactory to Agents and their counsel.



     13.5 Survival. All covenants, agreements, undertakings, representations, and warranties made
in any of the Loan Documents survive all closings under the Loan Documents and, except as otherwise
indicated, are not affected by any investigation made by any party.



     13.6 Governing Law. Except as expressly provided in a Loan Document, the Governmental
Requirements (other than conflict-of-laws provisions) of the State of Texas and of the United
States of America govern the Rights and duties of the parties to the Loan Documents and the
validity, construction, enforcement, and interpretation of the Loan Documents.



     13.7 Invalid Provisions. Any provision in any Loan Document held to be illegal, invalid, or
unenforceable is fully severable; the appropriate Loan Document shall be construed and enforced as
if that provision had never been included; and the remaining provisions shall remain in full force
and effect and shall not be affected by the severed provision. Agents, Lenders, and Borrower agree
to negotiate, in good faith, the terms of a replacement provision as similar to the severed
provision as may be possible and be legal, valid and enforceable. However, if the provision held
to be illegal, invalid, or unenforceable is a material part of this Agreement, such invalid,
illegal, or unenforceable provision shall be, to the extent permitted by applicable law, replaced
by a clause or provision judicially construed and interpreted to be as similar in substance and
content to the original terms of such illegal, invalid, or unenforceable clause or provision as the
context thereof would reasonably allow, so that such clause or provision would thereafter be legal,
valid, and enforceable.



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     13.8 Venue; Service of Process; Jury Trial. EACH PARTY TO ANY LOAN DOCUMENT, IN EACH CASE FOR
ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE CASE OF BORROWER, FOR EACH OF ITS CONSOLIDATED
AFFILIATES), (a) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS OF THE STATE OF TEXAS, (b) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF
OR IN CONNECTION WITH THE LOAN DOCUMENTS AND THE OBLIGATION BROUGHT IN DISTRICT COURTS OF DALLAS
COUNTY, TEXAS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS
DIVISION, (c) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (d) IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THOSE COURTS IN ANY LITIGATION BY THE MAILING OF COPIES THEREOF BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, BY HAND-DELIVERY, OR BY DELIVERY BY A
NATIONALLY RECOGNIZED COURIER SERVICE, AND SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY OF THE
LEGAL PROCESS AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, (e) IRREVOCABLY AGREES THAT ANY LEGAL
PROCEEDING AGAINST ANY PARTY TO ANY LOAN DOCUMENT ARISING OUT OF OR IN CONNECTION WITH THE LOAN
DOCUMENTS OR THE OBLIGATION MAY BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS, AND (f) IRREVOCABLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT. The scope of each of the
foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including contract claims,
tort claims, breach of duty claims, and all other common law and statutory claims. Borrower (for
itself and on behalf of each of its Consolidated Affiliates) acknowledges that these waivers are a
material inducement to Administrative Agent’s and each Lender’s agreement to enter into a business
relationship, that Administrative Agent and each Lender has already relied on these waivers in
entering into this Agreement, and that Administrative Agent and each Lender will continue to rely
on each of these waivers in related future dealings. Borrower (for itself and on behalf of each of
its Consolidated Affiliates) further warrants and represents that it has reviewed these waivers
with its legal counsel, and that it knowingly and voluntarily agrees to each waiver following
consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.8 ARE IRREVOCABLE, MEANING THAT
THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In
the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.



     13.9 Amendments, Consents, Conflicts, and Waivers.



     (a) Required Lenders. Unless otherwise specifically provided, the provisions of this
Agreement may be amended, modified, or waived, only by an instrument in writing executed by
Borrower and the Required Lenders and supplemented only by documents delivered or to be delivered
in accordance with the express terms of this Agreement.



     (b) All Lenders. Except as specifically otherwise provided in this Section 13.9, any
amendment to or consent or waiver under this Agreement or any Loan Document that purports to
accomplish any of the following must be by an instrument in writing executed by Borrower and
executed (or approved, as the case may be) by each Lender (other than any Defaulting Lender): (i)
extends the scheduled Termination Date; (ii) extends the due date or decreases the amount of any
scheduled payment



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or amortization of the Obligation beyond the date specified in the Loan Documents; (iii)
decreases any rate or amount of interest, fees, principal, or other sums payable to Agents or
Lenders under this Agreement (except such reductions as are contemplated by this Agreement); (iv)
changes the definition of “Required Lenders,” (v) increases the amount of the Total Commitment;
(vi) waives compliance with, amends, or fully or partially releases any Obligor; (vii) permits any
Obligor to assign any of its rights under the Loan Documents; (viii) amends Section 4.1; or (ix)
changes this Section 13.9(b) or any other matter specifically requiring the consent of all Lenders
under this Agreement.



     (c) Agents. No amendment, modification, consent, or waiver which modifies the rights, duties,
or obligations of any Agent shall be effective without the consent of such Agent.



     (d) Conflicts. Any conflict or ambiguity between the terms and provisions of this Agreement
and terms and provisions in any other Loan Document is controlled by the terms and provisions of
this Agreement.



     (e) Course of Dealing. No course of dealing or any failure or delay by any Credit Party or
any of its Representatives with respect to exercising any Right of any Credit Party under this
Agreement operates as a waiver thereof. A waiver must be in writing and signed by the Required
Lenders or Lenders, as appropriate, to be effective, and a waiver will be effective only in the
specific instance and for the specific purpose for which it is given.



     13.10 Multiple Counterparts. Any Loan Document may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes and all of which
constitute, collectively, one agreement; but, in making proof of thereof, it shall not be necessary
to produce or account for more than one counterpart. Each Lender need not execute the same
counterpart of this Agreement so long as identical counterparts are executed by Borrower, each
Lender, and each Agent. This Agreement shall become effective when counterparts of this Agreement
have been executed and delivered to Administrative Agent by each Lender, each Agent, and Borrower,
or, in the case only of Lenders, when Administrative Agent has received telecopied, telexed, or
other evidence satisfactory to it that each Lender has executed and is delivering to Administrative
Agent a counterpart of this Agreement.



     13.11 Successors and Assigns; Participations.



     (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of
subsection (b) of this Section 13.11, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section 13.11, (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues
any Letter of Credit), Participants to the extent provided in subsection (d) of this Section 13.11
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right,
remedy or claim under or by reason of this Agreement.



     (b) 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
Note (including for purposes of this subsection (b), participations in Swing Line Loans) at the
time owing to it); provided that (i) except for an assignment by such Lender to an Affiliate of
such Lender, such Lender



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shall have received the prior consent of the Administrative Agent and, so long as no Default
has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or
delayed); (ii) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and Note 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 Principal Debt 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; (iii) 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 Notes or the Commitment assigned,
except that this clause (iii) shall not apply to rights in respect of Swing Line Loans; (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; and (v) except in the case of
an assignment of the entire remaining amount of the assigning Lender’s Commitment and Principal
Debt at the time, the aggregate amount of the Commitments of such assigning Lender or, if the Total
Commitment is not then in effect, the Principal Debt of the Notes of such assigning Lender, after
giving effect to such assignment, is at least $5,000,000. Subject to acceptance and recording
thereof by Administrative Agent pursuant to subsection (c) of this Section 13.11, 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 3.15(c) and (d), 3.17, 7.7 and 7.12 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. Administrative Agent agrees to provide Borrower
with copies of all Assignment and Assumption Agreements so long as no Default exists. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection 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 subsection (d) of this
Section 13.11.



     (c) 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 Notes owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error,
and Borrower, Administrative Agent, and 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
and any Lender, at any reasonable time and from time to time upon reasonable prior notice.



     (d) Any Lender may at any time, 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 Notes (including such Lender’s participations in Swing Line
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, (iii) Borrower, Administrative Agent, and the other Lenders shall
continue to deal solely and directly with



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such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv)
the amount of each such participation shall not be less than $5,000,000; and (v) the aggregate
amount of the Commitments of such Lender selling such participation or, if the Total Commitment is
not then in effect, the Principal Debt of the Notes of the Lender selling such participation, after
giving effect to such participation, is at least $5,000,000. 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 Section 13.9(b) that directly affects such Participant. Subject to
subsection (e) of this Section 13.11, Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.15(c) and (d) and 3.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section 13.11. To the
extent permitted by law, each Participant also agrees to be subject to Section 3.12 as though it
were a Lender.



     (e) A Participant shall not be entitled to receive any greater payment under Sections 3.15(c)
and (d) than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.15(d) unless Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to
comply with Section 3.18 as though it were a Lender.



     (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its Rights under this Agreement (including under its Note) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that
no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.



     (g) As used herein, the following terms have the following meanings:



     “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.



     “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) the Agents, and (ii) unless
a Default or Potential Default has occurred and is continuing, Borrower (each such approval not to
be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible
Assignee” shall not include Borrower or any of Borrower’s Affiliates or Subsidiaries.



     “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.



     (h) Prior to the expiration or termination of the Total Commitment, and unless a Default
exists or Borrower otherwise consents in writing, each Agent shall, at all times prior to its
resignation or replacement as either Administrative Agent or Syndication Agent, as the case may be,
hereunder, retain a minimum Commitment equal to the greater of (i) $20,000,000, and (ii) an amount
equal to the largest Commitment held by any Lender under this Agreement (without giving effect to
any mergers of any Lenders other than any Agent).



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     13.12 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. Borrower’s
obligations under the Loan Documents remain in full force and effect until the Total Commitment is
terminated, all Letters of Credit have expired or terminated, and the Obligation is paid in full
(except for provisions under the Loan Documents which by their terms expressly survive payment of
the Obligation and termination of the Loan Documents). If at any time any payment of the principal
of or interest on any Note or any other amount payable by Borrower or any other obligor on the
Obligation under any Loan Document is rescinded or must be restored or returned upon the
insolvency, bankruptcy, or reorganization of Borrower or otherwise, then the obligations of
Borrower under the Loan Documents with respect to that payment shall be reinstated as though the
payment had been due but not made at that time.



     13.13 Patriot Act Notification. The following notification is provided to Borrower pursuant
to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:



     IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
fight the funding of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each person or entity that
opens an account, including any deposit account, treasury management account, loan, other extension
of credit, or other financial services product. What this means for Borrower: When a Borrower
opens an account, if such Borrower is an individual, Administrative Agent and Lenders will ask for
such Borrower’s name, residential address, tax identification number, date of birth, and other
information that will allow Administrative Agent and Lenders to identify such Borrower, and, if
Borrower is not an individual, Administrative Agent and Lenders will ask for Borrower’s name, tax
identification number, business address, and other information that will allow Administrative Agent
and Lenders to identify Borrower. Administrative Agent and Lenders may also ask, if Borrower is an
individual, to see such Borrower’s driver’s license or other identifying documents, and, if
Borrower is not an individual, to see such Borrower’s legal organizational documents or other
identifying documents.



     13.14 Restatement of Original Agreement. The parties hereto agree that, on the Closing Date,
after all conditions precedent set forth in Section 5.1 have been satisfied or waived: (a) the
Obligation (as defined herein) represents, among other things, the amendment, extension,
consolidation, and modification of the “Obligation” (as defined in the Original Agreement); (b)
this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede,
and replace the Original Agreement; (c) the Notes and the Swing Line Note executed pursuant to this
Agreement amend, renew, extend, modify, replace, substitute for and supersede in their entirety
(but do not extinguish, the Indebtedness arising under) the promissory notes issued pursuant to the
Original Agreement; and (d) the entering into and performance of their respective obligations under
this Agreement and the transactions evidenced hereby do not constitute a novation.



     13.15 Entirety. THIS AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS (EACH AS AMENDED IN
WRITING FROM TIME TO TIME) EXECUTED BY BORROWER AND/OR ANY CREDIT PARTY REPRESENT THE FINAL
AGREEMENT AMONG BORROWER AND THE CREDIT PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.



[Remainder of Page Intentionally Left Blank;

Signature Pages Follow.]




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	 	 	BORROWER:
	 
	 	 	 	 	 	 	 	 
	 	 	PRENTISS PROPERTIES ACQUISITION PARTNERS,

L. P., a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	PRENTISS PROPERTIES I, INC.,
	 	 	 	 	 	 	General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Thomas P. Simon
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Thomas P. Simon,
	 

	 	 	 	 	 	 	 	Senior Vice President






[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	JP MORGAN CHASE BANK, N.A.,
as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Susan M. Tate
	 

	 	 	 	 
	 

	 	Name:
	 	Susan M. Tate
	 

	 	Title:
	 	Vice President






[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	SYNDICATION AGENT:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
as Syndication Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven P. Renwick
	 

	 	 	 	 
	 

	 	Name:
	 	Steven P. Renwick
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	LENDERS:
	 
	 	 	 	 
	 	 	JP MORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Susan M. Tate
	 

	 	 	 	 
	 

	 	Name:
	 	Susan M. Tate
	 

	 	Title:
	 	Vice President






[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven P. Renwick
	 

	 	 	 	 
	 

	 	Name:
	 	Steven P. Renwick
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	EUROHYPO AG, NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Seton
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Seton
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jonathan Hirshey
	 

	 	 	 	 
	 

	 	Name:
	 	Jonathan Hirshey
	 

	 	Title:
	 	Vice President






[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Berry
	 	/s/ Kerstin Micke
	 

	 	 	 	 
	 	 
	 

	 	Name:
	 	Christian Berry
	 	Kerstin Micke
	 

	 	 	 	 
	 	 
	 

	 	Title:
	 	Vice President
	 	Assistant Vice President
	 

	 	 	 	 
	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	SOCIETE GENERALE
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey C. Schultz
	 

	 	 	 	 
	 

	 	Name:
	 	Jeffrey C. Schultz
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James A. Colella
	 

	 	 	 	 
	 

	 	Name:
	 	James A. Colella
	 

	 	Title:
	 	Senior Vice President






[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nancy B. Richards
	 

	 	 	 	 
	 

	 	Name:
	 	Nancy B. Richards
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Casey L. Ostrander
	 

	 	 	 	 
	 

	 	Name:
	 	Casey L. Ostrander
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	MELLON BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David W. Tetrick
	 

	 	 	 	 
	 

	 	Name:
	 	David W. Tetrick
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Hoagland
	 

	 	 	 	 
	 

	 	Name:
	 	David Hoagland
	 

	 	Title:
	 	Director






[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Trowbridge
	 

	 	 	 	 
	 

	 	Name:
	 	Patrick Trowbridge
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	ING REAL ESTATE FINANCE (USA) LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. Shields
	 

	 	 	 	 
	 

	 	Name:
	 	Michael E. Shields
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James Rolison
	 

	 	 	 	 
	 

	 	Name:
	 	James Rolison
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George R. Reynolds
	 

	 	 	 	 
	 

	 	Name:
	 	George R. Reynolds
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]




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	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Huvishka Ali
	 

	 	 	 	 
	 

	 	Name:
	 	Huvishka Ali
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





[Signature Page to Third Amended;

and Restated Credit Agreement]



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