Exhibit
10.1


$2,200,000,000


AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT


dated as of June
28, 2006


among


iSTAR FINANCIAL
INC.,


THE BANKS LISTED
HEREIN,


JPMORGAN CHASE BANK, N.A.


as Administrative
Agent,


BANK OF AMERICA, N.A.,


as Syndication
Agent,


J.P. MORGAN SECURITIES
INC.


and


BANC OF AMERICA
SECURITIES LLC,


as Joint Lead
Arrangers and Joint Bookrunners,


CITICORP NORTH AMERICA,
INC.,


DEUTSCHE BANK AG, NEW
YORK BRANCH,


and


WACHOVIA BANK, NATIONAL
ASSOCIATION,


as Documentation
Agents


and


BARCLAYS BANK PLC,


BEAR STEARNS CORPORATE
LENDING INC.,


GOLDMAN SACHS CREDIT
PARTNERS L.P.,


LEHMAN COMMERCIAL PAPER
INC.,


MERRILL LYNCH BANK USA,


MORGAN STANLEY BANK,


and


UBS LOAN FINANCE LLC,


as Managing Agents






 















 


TABLE OF CONTENTS


	
  ARTICLE I    DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1. 

  	
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.2. 

  	
  Accounting Terms and Determinations

  	
   

  	
  25

  
	
  SECTION 1.3. 

  	
  Types of Borrowings

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II    THE CREDITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1. 

  	
  Commitments to Lend

  	
   

  	
  25

  
	
  SECTION 2.2. 

  	
  Notice of Borrowing

  	
   

  	
  27

  
	
  SECTION 2.3. 

  	
  Swingline Loan Subfacility

  	
   

  	
  29

  
	
  SECTION 2.4. 

  	
  Money Market Borrowings

  	
   

  	
  31

  
	
  SECTION 2.5. 

  	
  Notice to Banks; Funding of Loans

  	
   

  	
  35

  
	
  SECTION 2.6. 

  	
  Notes

  	
   

  	
  37

  
	
  SECTION 2.7. 

  	
  Method of Electing Interest Rates

  	
   

  	
  37

  
	
  SECTION 2.8. 

  	
  Interest Rates

  	
   

  	
  39

  
	
  SECTION 2.9. 

  	
  Fees

  	
   

  	
  40

  
	
  SECTION 2.10. 

  	
  Maturity Date

  	
   

  	
  41

  
	
  SECTION 2.11. 

  	
  Optional Prepayments

  	
   

  	
  41

  
	
  SECTION 2.12. 

  	
  Mandatory Prepayments

  	
   

  	
  42

  
	
  SECTION 2.13. 

  	
  General Provisions as to Payments

  	
   

  	
  43

  
	
  SECTION 2.14. 

  	
  Funding Losses

  	
   

  	
  44

  
	
  SECTION 2.15. 

  	
  Computation of Interest and Fees

  	
   

  	
  44

  
	
  SECTION 2.16. 

  	
  Use of Proceeds

  	
   

  	
  44

  
	
  SECTION 2.17. 

  	
  Letters of Credit

  	
   

  	
  45

  
	
  SECTION 2.18. 

  	
  Letter of Credit Usage Absolute

  	
   

  	
  48

  
	
  SECTION 2.19. .

  	
  Letters of Credit Maturing after the Maturity Date

  	
   

  	
  49

  
	
  SECTION 2.20. 

  	
  Designated Borrowers.

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III    CONDITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1. 

  	
  Closing

  	
   

  	
  51

  
	
  SECTION 3.2. 

  	
  Borrowings

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV    REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1. 

  	
  Existence and Power

  	
   

  	
  54

  
	
  SECTION 4.2. 

  	
  Power and Authority

  	
   

  	
  54

  
	
  SECTION 4.3. 

  	
  No Violation

  	
   

  	
  54

  
	
  SECTION 4.4. 

  	
  Financial Information

  	
   

  	
  55

  
	
  SECTION 4.5. 

  	
  Litigation

  	
   

  	
  55

  
	
  SECTION 4.6. 

  	
  Compliance with ERISA

  	
   

  	
  55

  
	
  SECTION 4.7. 

  	
  Environmental

  	
   

  	
  56

  
	
  SECTION 4.8. 

  	
  Taxes

  	
   

  	
  56

  
	
  SECTION 4.9. 

  	
  Full Disclosure

  	
   

  	
  56

  
	
  SECTION 4.10. 

  	
  Solvency

  	
   

  	
  56

  
	
  SECTION 4.11. 

  	
  Use of Proceeds

  	
   

  	
  57

  
	
  SECTION 4.12. 

  	
  Governmental Approvals

  	
   

  	
  57

  



 



 ii
 






 



 


	
  SECTION 4.13. 

  	
  Investment Company Act

  	
   

  	
  57

  
	
  SECTION 4.14. 

  	
  Principal Offices

  	
   

  	
  57

  
	
  SECTION 4.15. 

  	
  REIT Status

  	
   

  	
  57

  
	
  SECTION 4.16. 

  	
  Patents, Trademarks, etc

  	
   

  	
  57

  
	
  SECTION 4.17. 

  	
  Judgments

  	
   

  	
  57

  
	
  SECTION 4.18. 

  	
  No Default

  	
   

  	
  57

  
	
  SECTION 4.19. 

  	
  Licenses, etc

  	
   

  	
  58

  
	
  SECTION 4.20. 

  	
  Compliance With Law

  	
   

  	
  58

  
	
  SECTION 4.21. 

  	
  No Burdensome Restrictions

  	
   

  	
  58

  
	
  SECTION 4.22. 

  	
  Brokers’ Fees

  	
   

  	
  58

  
	
  SECTION 4.23. 

  	
  Labor Matters

  	
   

  	
  58

  
	
  SECTION 4.24. 

  	
  Insurance

  	
   

  	
  58

  
	
  SECTION 4.25. 

  	
  Organizational Documents

  	
   

  	
  58

  
	
  SECTION 4.26. 

  	
  Unencumbered Assets and Indebtedness

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V    AFFIRMATIVE AND
  NEGATIVE COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1. 

  	
  Information

  	
   

  	
  59

  
	
  SECTION 5.2. 

  	
  Payment of Obligations

  	
   

  	
  62

  
	
  SECTION 5.3. 

  	
  Maintenance of Property; Insurance; Leases

  	
   

  	
  62

  
	
  SECTION 5.4. 

  	
  Maintenance of Existence

  	
   

  	
  62

  
	
  SECTION 5.5. 

  	
  Compliance with Laws

  	
   

  	
  62

  
	
  SECTION 5.6. 

  	
  Inspection of Property, Books and Records

  	
   

  	
  63

  
	
  SECTION 5.7. 

  	
  Existence

  	
   

  	
  63

  
	
  SECTION 5.8. 

  	
  Financial Covenants

  	
   

  	
  63

  
	
  SECTION 5.9. 

  	
  Restriction on Fundamental Changes

  	
   

  	
  64

  
	
  SECTION 5.10. 

  	
  Changes in Business

  	
   

  	
  64

  
	
  SECTION 5.11. 

  	
  Borrower Status

  	
   

  	
  64

  
	
  SECTION 5.12. 

  	
  Other Indebtedness

  	
   

  	
  64

  
	
  SECTION 5.13. 

  	
  Forward Equity Contracts

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI   DEFAULTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1. 

  	
  Events of Default

  	
   

  	
  65

  
	
  SECTION 

  	
  Field result goes here Rights and Remedies

  	
   

  	
  67

  
	
  SECTION 6.3. 

  	
  Notice of Default

  	
   

  	
  68

  
	
  SECTION 6.4. 

  	
  Actions in Respect of Letters of Credit

  	
   

  	
  68

  
	
  SECTION 6.5. 

  	
  Distribution of Proceeds after Default

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII   THE AGENTS; CERTAIN
  MATTERS RELATING TO THE LENDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1. 

  	
  Appointment and Authorization

  	
   

  	
  70

  
	
  SECTION 7.2. 

  	
  Agency and Affiliates

  	
   

  	
  71

  
	
  SECTION 7.3. 

  	
  Action by Agents

  	
   

  	
  71

  
	
  SECTION 7.4. 

  	
  Consultation with Experts

  	
   

  	
  71

  
	
  SECTION 7.5. 

  	
  Liability of Agents

  	
   

  	
  71

  
	
  SECTION 7.6. 

  	
  Indemnification

  	
   

  	
  72

  
	
  SECTION 7.7. 

  	
  Credit Decision

  	
   

  	
  72

  
	
  SECTION 7.8. 

  	
  Successor Agent

  	
   

  	
  72

  
	
  SECTION 7.9. 

  	
  Consents and Approvals

  	
   

  	
  73

  



 



 iii
 






 



 


	
  SECTION 7.10. 

  	
  Agents

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII    CHANGE IN
  CIRCUMSTANCES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1. 

  	
  Basis for Determining Interest Rate Inadequate or
  Unfair

  	
   

  	
  73

  
	
  SECTION 8.2. 

  	
  Illegality

  	
   

  	
  74

  
	
  SECTION 8.3.

  	
  Increased Cost and Reduced Return

  	
   

  	
  75

  
	
  SECTION 8.4. 

  	
  Taxes

  	
   

  	
  76

  
	
  SECTION 8.5. 

  	
  Base Rate Loans Substituted for Affected
  Euro-Currency Loans

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX    MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1. 

  	
  Notices

  	
   

  	
  80

  
	
  SECTION 9.2. 

  	
  No Waivers

  	
   

  	
  80

  
	
  SECTION 9.3. 

  	
  Expenses; Indemnification

  	
   

  	
  81

  
	
  SECTION 9.4. 

  	
  Sharing of Set-Offs

  	
   

  	
  82

  
	
  SECTION 9.5. 

  	
  Amendments and Waivers

  	
   

  	
  83

  
	
  SECTION 9.6. 

  	
  Successors and Assigns

  	
   

  	
  83

  
	
  SECTION 9.7. 

  	
  Governing Law; Submission to Jurisdiction; Judgment
  Currency

  	
   

  	
  86

  
	
  SECTION 9.8. 

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  87

  
	
  SECTION 9.9. 

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  88

  
	
  SECTION 9.10. 

  	
  Survival

  	
   

  	
  88

  
	
  SECTION 9.11. 

  	
  Domicile of Loans

  	
   

  	
  88

  
	
  SECTION 9.12. 

  	
  Limitation of Liability

  	
   

  	
  88

  
	
  SECTION 9.13. 

  	
  Recourse Obligation

  	
   

  	
  88

  
	
  SECTION 9.14. 

  	
  Confidentiality

  	
   

  	
  88

  
	
  SECTION 9.15 

  	
  Intentionally Omitted

  	
   

  	
  89

  
	
  SECTION 9.16. 

  	
  No Bankruptcy Proceedings

  	
   

  	
  89

  
	
  SECTION 9.17. 

  	
  USA Patriot Act

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Commitments

  	
   

  	
   

  
	
  SCHEDULE 1.1

  	
  Unencumbered Assets, Unsecured Debt

  	
   

  	
   

  
	
  SCHEDULE 1.1(b)

  	
  Permitted Lien

  	
   

  	
   

  
	
  SCHEDULE 2.17

  	
  Existing Letters of Credit

  	
   

  	
   

  
	
  SCHEDULE 4.4 (b)

  	
  Material Indebtedness

  	
   

  	
   

  
	
  SCHEDULE 4.6

  	
  Multiemployer Plans/Collective Bargaining Agreements

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Note

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  Designated Lender Note

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of Money Market Quote Request

  	
   

  	
   

  
	
  EXHIBIT C

  	
  Form of Invitation for Money Market Quotes

  	
   

  	
   

  
	
  EXHIBIT D

  	
  Form of Money Market Quote

  	
   

  	
   

  
	
  EXHIBIT E

  	
  Transfer Supplement

  	
   

  	
   

  
	
  EXHIBIT F

  	
  Notice Addresses

  	
   

  	
   

  
	
  EXHIBIT G

  	
  Form of Designation Agreement

  	
   

  	
   

  
	
  EXHIBIT H

  	
  Form of Designated Borrower Request and Assumption

  	
   

  	
   

  
	
   

  	
  Agreement

  	
   

  	
   

  
	
  EXHIBIT I

  	
  Form of Designated Borrower Notice

  	
   

  	
   

  



 



 iv















AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT


THIS AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of June
28, 2006, among iSTAR FINANCIAL INC. (the “Borrower”), the BANKS listed
on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative
Agent, BANK OF AMERICA, N.A., as Syndication Agent, J.P. MORGAN SECURITIES INC.
and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers and Joint
Bookrunners, CITICORP NORTH AMERICA, INC., DEUTSCHE BANK AG, NEW YORK BRANCH,
and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and BARCLAYS
BANK PLC, BEAR STEARNS CORPORATE LENDING INC., GOLDMAN SACHS CREDIT PARTNERS
L.P., LEHMAN COMMERCIAL PAPER INC., MERRILL LYNCH BANK USA, MORGAN STANLEY
BANK, and UBS LOAN FINANCE LLC, as Managing Agents.


W I T N E S S E T
H


Whereas, the
Borrower, the banks party thereto, JPMorgan Chase Bank, as administrative
agent, and the other financial institutions named as the various agents therein
entered into the Revolving Credit Agreement, dated as of April 19, 2004, as
amended by Amendment to Revolving Credit Agreement, dated as of December 17,
2004 (as so amended, the “Existing Facility”); and


WHEREAS, the
parties to this Agreement wish to amend and restate the Existing Facility on
the terms and conditions set forth herein;


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS


SECTION 1.1.  Definitions.  The following terms, as used herein, have the
following meanings:


“Absolute Rate
Auction” means a solicitation of Money Market Quotes setting forth Money
Market Non-IBOR Rates pursuant to Section 2.4.


“Adjusted
Earnings” mean, for any period, Net Income allocable to holders of common
stock of the Borrower and “high performance unit” shareholders, as determined
in accordance with GAAP, plus depreciation, depletion, amortization, losses
from discontinued operations and extraordinary losses, but less gain from
discontinued operations and extraordinary gains, in each case allocable to
holders of common stock of the Borrower and “high performance unit”
shareholders, and the Borrower’s Share of Investment Affiliates’ income, as
determined in accordance with GAAP, depreciation, depletion and amortization.









 



 


“Administrative
Agent” shall mean (i) with respect to Notices of Borrowing and the
administration of Loans denominated in an Alternate Currency, Alternate
Currency Letters of Credit, and interest and fee payments with respect to Loans
and Letters of Credit denominated in an Alternate Currency, J.P. Morgan Europe
Limited; and (ii) for all other purposes under this Agreement, JPMorgan Chase
Bank, N.A., in each case in its respective capacity as Administrative Agent
hereunder, and its respective permitted successors in such capacity in
accordance with the terms of this Agreement.


“Administrative
Questionnaire” means with respect to each Bank, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent (with a copy to the Borrower) duly completed by such
Bank.


“Affiliate”,
as applied to any Person, means any other Person that directly or indirectly
controls, is controlled by, or is under common control with, that Person.  For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”), as applied to any Person, means the
possession, directly or indirectly, of the power to vote ten percent (10.0%) or
more of the equity securities having voting power for the election of directors
of such Person or otherwise to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting equity securities
or by contract or otherwise.


“Agents”
means the Administrative Agent, the Syndication Agent and the Documentation
Agents, collectively.


“Agreement”
means this Revolving Credit Agreement as the same may from time to time
hereafter be modified, supplemented or amended.


“Alternate
Currency” means the lawful currency of any of (i) the United Kingdom
(British Pounds Sterling) or (ii) the European Economic Union (Euros) or (iii)
Canada (Canadian Dollars) or (iv) such other foreign currencies as shall be requested
by Borrower and agreed to by the Administrative Agent and those Banks that
shall elect to fund such currency.


“Alternate
Currency Letter of Credit” means a Letter of Credit denominated in
Alternate Currency.


“Applicable Fee
Percentage” means the respective percentages per annum determined, at any
time, based on the range into which Borrower’s Credit Rating then falls, in
accordance with the table set forth below. 
Any change in Borrower’s Credit Rating causing it to move to a different
range on the table shall effect an immediate change in the Applicable Fee
Percentage.  Borrower shall have not less
than two (2) Credit Ratings at all times. In the event that Borrower has two
(2) or more Credit Ratings that are not all equivalent, the Applicable Fee Percentage
shall be determined by the highest Credit Rating, provided that such highest
Credit Rating shall be from S&P or Moody’s; provided, further,



 2
 






 



 


that if such
highest Credit Rating is not from S&P or Moody’s, then the Applicable Fee
Percentage shall be determined by the highest Credit Rating from either S&P
or Moody’s.




	
  Range of Borrower’s

  Credit Rating

  (S&P/Moody’s Ratings)

  	
   

  	
  Applicable

  Fee Percentage

  (% per annum)

  
	
   

  	
   

  	
   

  
	
  >BBB+/Baa1

  	
   

  	
  0.09

  
	
  BBB+/Baa1

  	
   

  	
  0.10

  
	
  BBB/Baa2

  	
   

  	
  0.125

  
	
  BBB-/Baa3

  	
   

  	
  0.15

  
	
  <BB+/Ba1

  	
   

  	
  0.20

  






 


“Applicable
Lending Office” means with respect to any Bank, (i) in the case of its Base
Rate Loans and Swingline Loans, its Domestic Lending Office, (ii) in the case
of its Euro-Currency Loans, its Euro-Currency Lending Office, and (iii) in the
case of its Money Market Loans, its Money Market Lending Office.


“Applicable
Margin” means with respect to each Loan, the respective percentages per
annum determined, at any time, based on the range into which Borrower’s Credit
Rating then falls, in accordance with the table set forth below.  Any change in Borrower’s Credit Rating
causing it to move to a different range on the table shall effect an immediate
change in the Applicable Margin. 
Borrower shall have not less than two (2) Credit Ratings at all
times.  In the event that Borrower has
two (2) or more Credit Ratings that are not all equivalent, the Applicable
Margin shall be determined by the highest Credit Rating, provided that such
highest Credit Rating shall be from S&P or Moody’s; provided, further, that
if such highest Credit Rating is not from S&P or Moody’s, then the
Applicable Margin shall be determined by the highest Credit Rating from either
S&P or Moody’s.




	
  Range of Borrower’s

  Credit Rating

  (S&P/Moody’s Ratings)

  	
   

  	
  Applicable Margin

  for Base Rate Loans

  (% per annum)

  	
   

  	
  Applicable Margin

  for Euro Currency Loans

  (% per annum)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  >BBB+/Baa1

  	
   

  	
  0.00

  	
   

  	
  0.31

  
	
  BBB+/Baa1

  	
   

  	
  0.00

  	
   

  	
  0.45

  
	
  BBB/Baa2

  	
   

  	
  0.00

  	
   

  	
  0.525

  
	
  BBB-/Baa3

  	
   

  	
  0.00

  	
   

  	
  0.70

  
	
  <BB+/Ba1

  	
   

  	
  0.10

  	
   

  	
  0.85

  






 


“Applicant
Borrower” has the meaning set forth in Section 2.20.



 3
 






 



 


“Assignee”
has the meaning set forth in Section 9.6(c).


“Bank”
means each entity (other than Borrower) listed on the signature pages hereof,
each Assignee which becomes a Bank pursuant to Section 9.6(c), and their
respective successors and each Designated Lender; provided, however, that the
term “Bank” shall exclude each Designated Lender when used in reference
to a Committed Loan, the Commitments or terms relating to the Committed Loans
and the Commitments and shall further exclude each Designated Lender for all
other purposes hereunder except that any Designated Lender which funds a Money
Market Loan shall, subject to Section 9.6(d), have the rights (including the
rights given to a Bank contained in Sections 9.3 and 9.5 and otherwise in
Article 9) and obligations of a Bank associated with holding such Money Market
Loan.  For purposes of this Agreement,
neither J.P. Morgan Securities, Inc. nor Banc of America Securities LLC shall
constitute a “Bank.”


“Bank Reply
Period” has the meaning set forth in Section 7.9.


“Bankruptcy
Code” shall mean Title 11 of the United States Code, entitled “Bankruptcy”,
as amended from time to time, and any successor statute or statutes.


“Base
Euro-Currency Rate”  means a rate per
annum equal to the rate for deposits in Dollars or the applicable Alternate
Currency with maturities comparable to the applicable Interest Period which (a)
in the case of Dollars or any Alternate Currency other than Euros, appears on
Telerate Page 3750 as of 11:00 a.m., London time, on the Quotation Date, or (b)
in the case of Euros, appears on the page of the Telerate Screen which displays
an average rate of the Banking Federation of the European Union for the Euro
(being currently page 248) as of 11.00 a.m., Brussels time, on the Quotation
Date; provided, however, if such rate does not appear on Telerate
Page 3750 or Telerate Page 248, as applicable, or if Telerate Page 3750 or
Telerate Page 248, as applicable, is no longer available, the “Base Euro-Currency
Rate” applicable to a particular Interest Period shall mean a rate per annum
equal to the rate at which deposits in Dollars or the applicable Alternate
Currency, as the case may be,  in an
amount approximately equal to the applicable Euro-Currency Loan(s), and with
maturities comparable to the last day of the Interest Period with respect to
which such Base Euro-Currency Rate is applicable, are offered in immediately
available funds in the London interbank market (or in the case of Euros, the
European interbank market) to the London office of the Administrative Agent by
leading banks in the London interbank market (or in the case of Euros, the
European interbank market), at 11:00 a.m., London time (or in the case of
Euros, Brussels time) on the Quotation Date.


“Base Rate”
means, for any day, a rate per annum equal to the higher of (i) the Prime Rate
for such day and (ii) the sum of 0.50% plus the Federal Funds Rate for such
day.  Each change in the Base Rate shall
become effective automatically as of the opening of business on the date of
such change in the Base Rate, without prior written notice to Borrower or
Banks.



 4
 






 



 


“Base Rate Loan”
means a Committed Loan in Dollars to be made by a Bank the interest on which is
calculated by reference to the Base Rate in accordance with the provisions of
this Agreement.


“Borrower”
means iStar Financial Inc., a Maryland corporation, or, as the case may be, a
Designated Borrower.


“Borrower’s
Share” means Borrower’s direct or indirect share of an Investment Affiliate
based upon Borrower’s percentage ownership (whether direct or indirect) of such
Investment Affiliate.


“Borrowing”
has the meaning set forth in Section 1.3.


“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks
in New York City are authorized by law to close.


“Capital Leases”
as applied to any Person, means any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in conformity with GAAP, is
or should be accounted for as a capital lease on the balance sheet of that
Person.


“Cash or Cash
Equivalents” shall mean (a) cash; (b) marketable direct obligations issued
or unconditionally guaranteed by the United States Government or issued by an
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one (1) year after the date of acquisition thereof;
(c) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public instrumentality
thereof maturing within ninety (90) days after the date of acquisition thereof
and, at the time of acquisition, having one of the two highest ratings
obtainable from any two of S & P, Moody’s or Fitch (or, if at any time no
two of the foregoing shall be rating such obligations, then from such other
nationally recognized rating services acceptable to Administrative Agent );
(d) commercial paper (foreign and domestic) or master notes, other than
commercial paper or master notes issued by Borrower or any of its Affiliates,
and, at the time of acquisition, having a long-term rating of at least A or the
equivalent from S & P, Moody’s or Fitch and having a short-term rating of
at least A-1 and P-1 from S & P and Moody’s, respectively (or, if at any time
neither S & P nor Moody’s shall be rating such obligations, then the
highest rating from such other nationally recognized rating services acceptable
to Administrative Agent); (e) domestic and foreign certificates of deposit or
domestic time deposits or foreign deposits or bankers’ acceptances (foreign or
domestic) in Dollars that are issued by a bank (I) which has, at the time of
acquisition, a long-term rating of at least A or the equivalent from S & P,
Moody’s or Fitch and (II) if a domestic bank, which is a member of the Federal
Deposit Insurance Corporation; (f) overnight securities repurchase agreements,
or reverse repurchase agreements secured by any of the foregoing types of
securities or debt instruments, provided that the collateral supporting such
repurchase agreements shall have a value not less than 101% of the principal
amount of the repurchase agreement plus accrued interest; and (g) money market
funds invested in investments substantially all of which consist of the items
described in clauses (a) through (f) foregoing.



 5
 






 



 


“Closing Date”
means the date on or after the Effective Date on which the conditions set forth
in Section 3.1 shall have been satisfied to the satisfaction of the
Administrative Agent.


“Code”
shall mean the Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.


“Committed
Borrowing” has the meaning set forth in Section 1.3.


“Committed Loan”
means a loan made by a Bank pursuant to Section 2.1, as well as Loans required
to be made by a Bank pursuant to Section 2.17 to reimburse a Fronting Bank for
a Letter of Credit that has been drawn down; provided that, if any such loan or
loans (or portions thereof) are combined or subdivided pursuant to a Notice of
Interest Rate Election, the term “Committed Loan” shall refer to the
combined principal amount resulting from such combination or to each of the
separate principal amounts resulting from such subdivision, as the case may be.


“Commitment”
means with respect to each Bank, the sum of its Dollar Commitment and its
Multi-Currency Commitment  The initial
aggregate amount of the Banks’ Commitments is $2,200,000,000.


“Consolidated
Subsidiary” means at any date any Subsidiary or other entity which is
consolidated with Borrower in accordance with GAAP.


“Consolidated
Tangible Net Worth” means, at any time, the tangible net worth of Borrower,
on a consolidated basis, determined in accordance with GAAP.


“Contingent
Obligation” as to any Person means, without duplication, (i) any contingent
obligation of such Person required to be shown on such Person’s balance sheet
in accordance with GAAP which is not otherwise Indebtedness, and (ii) any
obligation required to be disclosed in accordance with GAAP in the footnotes to
such Person’s financial statements, guaranteeing partially or in whole any
Non-Recourse Indebtedness, lease, dividend or other obligation, exclusive of
contractual indemnities (including, without limitation, any indemnity or
price-adjustment provision relating to the purchase or sale of securities or
other assets) and guarantees of non-monetary obligations (other than guarantees
of completion) which have not yet been called on or quantified, of such Person
or of any other Person.  The amount of
any Contingent Obligation described in clause (ii) shall be deemed to be (a)
with respect to a guaranty of interest or interest and principal, or operating
income guaranty, the Net Present Value of the sum of all payments required to
be made thereunder (which in the case of an operating income guaranty shall be
deemed to be equal to the debt service for the note secured thereby), through
(i) in the case of an interest or interest and principal guaranty, the stated
date of maturity of the obligation (and commencing on the date interest could
first be payable thereunder), or (ii) in the case of an operating income
guaranty, the date through which such guaranty will remain in effect, and (b)
with respect to all guarantees not covered by the preceding clause (a), an
amount equal to the stated or determinable amount of the primary obligation in
respect of



 6
 






 



 


which such guaranty is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as recorded on the
balance sheet and on the footnotes to the most recent financial statements of
Borrower required to be delivered pursuant to Section 5.1 hereof.  Notwithstanding anything contained herein to
the contrary, guarantees of completion shall not be deemed to be Contingent
Obligations unless and until a claim for payment or performance has been made
thereunder, at which time any such guaranty of completion shall be deemed to be
a Contingent Obligation in an amount equal to any such claim.  Subject to the preceding sentence, (i) in the
case of a joint and several guaranty given by such Person and another Person
(but only to the extent such guaranty is recourse, directly or indirectly to
Borrower), the amount of the guaranty shall be deemed to be 100% thereof unless
and only to the extent that such other Person has delivered Cash or Cash
Equivalents to secure all or any part of such Person’s guaranteed obligations,
(ii) in the case of joint and several guarantees given by a Person in whom
Borrower owns an interest (which guarantees are non-recourse to Borrower), to
the extent the guarantees, in the aggregate, exceed 15% of Total Asset Value,
the amount which is the lesser of (x) the amount in excess of 15% or (y) the
amount of Borrower’s interest therein shall be deemed to be a Contingent
Obligation of Borrower, and (iii) in the case of a guaranty (whether or not
joint and several) of an obligation otherwise constituting Indebtedness of such
Person, the amount of such guaranty shall be deemed to be only that amount in
excess of the amount of the obligation constituting Indebtedness of such
Person. All matters constituting “Contingent Obligations” shall be calculated
without duplication.


“Convertible
Securities” means evidences of shares of stock, limited or general
partnership interests or other ownership interests, warrants, options, or other
rights or securities which are convertible into or exchangeable for, with or
without payment of additional consideration, common shares of beneficial
interest of Borrower, either immediately or upon the arrival of a specified
date or the happening of a specified event.


“Credit Rating”
means a rating assigned by a Rating Agency to Borrower’s senior unsecured long
term indebtedness.


“Credit Tenant
Lease Assets” means properties substantially all of which are either (i)
leased to a governmental entity, (ii) leased to a tenant (or guaranteed by a
Person) with an Investment Grade Rating, or (iii) properties which, if
unavailable to a tenant, would materially impair the continued operation of
such tenant, including without limitation, headquarters facilities,
distribution centers, manufacturing facilities, or pools or classes of multiple
properties leased under blanket leases. In addition, “Credit Tenant Lease
Assets” will be leased to such corporate users primarily on a triple net basis,
but may also be leased on a double net, gross lease with expense stop, or bond-type
basis.


“Debt Service”
means, for any period and without duplication, Interest Expense for such period
on all Indebtedness of Borrower on a consolidated basis.


“Default”
means any condition or event which with the giving of notice or lapse of time or
both would, unless cured or waived, become an Event of Default.



 7
 






 



 


“Default Rate”
has the meaning set forth in Section 2.8(d).


“Defaulted
Assets” mean (i) Credit Tenant Lease Assets that are vacant and not subject
to an agreement of lease, (ii) Credit Tenant Lease Assets where the tenant is
in monetary or other material default beyond any applicable notice and grace
periods, and (iii) Loan Assets where the applicable borrower is in monetary or
other material default beyond any applicable notice and grace periods.


“Designated
Borrower” means an applicant Borrower approved by the Administrative Agent
and the Banks in accordance with Section 2.20.


“Designated
Borrower Notice” has the meaning set forth in Section 2.20.


“Designated
Borrower Request and Assumption Agreement” has the meaning set forth in
Section 2.20.


“Designated
Lender” means a special purpose corporation that (i) shall have become a
party to this Agreement pursuant to Section 9.6(d), and (ii) is not otherwise a
Bank.


“Designated
Lender Notes” means promissory notes of the Borrower, substantially in the
form of Exhibit A-1 hereto, evidencing the obligation of the Borrower to repay
Money Market Loans made by Designated Lenders, and “Designated Lender Note”
means any one of such promissory notes issued under Section 9.6(d) hereof.


“Designating
Lender” shall have the meaning set forth in Section 9.6(d) hereof.


“Designation
Agreement” means a designation agreement in substantially the form of
Exhibit G attached hereto, entered into by a Bank and a Designated Lender and
accepted by the Administrative Agent.


“Dollar
Commitment” means with respect to each Bank, the amount set forth on Schedule
1 next to the name of such Bank as its commitment for Loans in Dollars only
(and, for each Bank which is an Assignee, the amount set forth in the Transfer
Supplement entered into pursuant to Section 9.6(c) as the Assignee’s
Commitment), as such amount may be reduced from time to time pursuant to
Section 2.11(d) or in connection with an assignment to an Assignee, and as
such amount may be increased pursuant to Section 2.1(b) or in connection with
an assignment from an Assignor.  The
initial aggregate amount of the Banks’ Dollar Commitments is $1,450,000,000.


“Dollar
Equivalent Amount” shall mean (i) with respect to any amount of Alternate
Currency on any day, the equivalent amount in Dollars of such amount of
Alternate Currency as determined by the Administrative Agent using the
applicable Exchange Rate on such day and (ii) with respect to any amount of
Dollars, such amount.


“Dollars”
and “$” means the lawful money of the United States.



 8
 






 



 


“Domestic
Lending Office” means, as to each Bank, its office located at its address
in the United States set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Borrower and the Administrative Agent.


“EBITDA”
means, for any period on a consolidated basis in accordance with GAAP (i) Net
Income for such period, plus (ii) depreciation, depletion and amortization
expense and other non-cash items deducted in the calculation of Net Income for
such period, plus (iii) Interest Expense deducted in the calculation of Net Income
for such period, plus (iv) dividends and distributions from Borrower’s
Investment Affiliates (exclusive of returns of equity), minus (v) income from
any Investment Affiliates, minus (vi) gains and losses from discontinued
operations, all of the foregoing without duplication. Notwithstanding
the foregoing, however, in the case of any Credit Tenant Lease Asset or Loan
Asset that is less than 100% owned, directly or indirectly, by the Borrower,
only Borrower’s pro rata share of the items set forth in clauses (i), (ii),
(iii) and (vi) shall be included in EBITDA.


“Effective Date”
means the date this Agreement becomes effective in accordance with Section 9.8.


“Environmental
Affiliate” means any partnership, joint venture, trust or corporation in
which an equity interest is owned directly or indirectly by the Borrower and,
as a result of the ownership of such equity interest, Borrower may have
recourse liability for Environmental Claims against such partnership, joint
venture, trust or corporation (or the property thereof).


“Environmental
Claim” means, with respect to any Person, any notice, claim, demand or
similar communication (written or oral) by any other Person alleging potential
liability of such Person for investigatory costs, cleanup costs, governmental
response costs, natural resources damage, property damages, personal injuries,
fines or penalties arising out of, based on or resulting from (i) the presence,
or release into the environment, of any Materials of Environmental Concern at
any location, whether or not owned by such Person or (ii) circumstances forming
the basis of any violation, or alleged violation, of any Environmental Law, in
each case (with respect to both (i) and (ii) above) as to which there is a
reasonable possibility of an adverse determination with respect thereto and
which, if adversely determined, would have a Material Adverse Effect on the
Borrower.


“Environmental
Laws” means any and all federal, state, and local statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, licenses, agreements and other
governmental restrictions relating to the environment, the effect of the
environment on human health or to emissions, discharges or releases of Materials
of Environmental Concern into the environment including, without limitation,
ambient air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment,



 9
 






 



 


storage, disposal, transport or handling of Materials
of Environmental Concern or the clean up or other remediation thereof.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any
successor statute.


“ERISA Group”
means the Borrower, any Subsidiary, and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control and all members of an “affiliated service group” which, together
with the Borrower, or any Subsidiary, are treated as a single employer under
Section 414 of the Code or Section 4001(b)(1) of ERISA.


“Euro-Currency
Borrowing” has the meaning set forth in Section 1.3.


“Euro-Currency
Business Day” means any Business Day on which banks are open for dealings
in deposits in Dollars in the London interbank market and any day on which
commercial banks are open for foreign exchange business in (i) London, or (ii)
if such reference relates to the date on which any amount is to be paid or made
available in an Alternate Currency, the principal financial center in the
country of such Alternate Currency, except that with respect to Euros, the same
shall mean a TARGET Day.


“Euro-Currency
Lending Office” means, as to each Bank, its office, branch or affiliate
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Euro-Currency Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Currency Lending Office by notice to the Borrower
and the Administrative Agent.


“Euro-Currency
Loan” means a Committed Loan to be made, the interest on which is
calculated by reference to the Euro-Currency Rate or the Offered Rate, as
applicable, by a Bank in accordance with the applicable Notice of Borrowing.


“Euro-Currency
Rate” means  with respect to any
Interest Period applicable to a Euro-Currency Loan, an interest rate per annum
obtained by dividing (i) the Base Euro-Currency Rate applicable to that
Interest Period by (ii) a percentage equal to 100% minus the
Euro-Currency Reserve Percentage in effect on the relevant Euro-Currency
Interest Rate Determination Date.


“Euro-Currency
Reserve Percentage” means, for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Federal Reserve
Board (or any successor) under Regulation D, as Regulation D may be amended,
modified or supplemented, for determining the maximum reserve requirement for a
member bank of the Federal Reserve System in New York City with deposits
exceeding Five Billion Dollars in respect of “Eurocurrency liabilities” (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Currency Loans is determined or
any category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents).


“Event of
Default” has the meaning set forth in Section 6.1.



 10
 






 



 


“Exchange Rate”
means, (i) the rate appearing on the relevant display page (as  determined 
by  the Administrative Agent) on
the Reuters Monitor Money Rates  Service
for the sale of the applicable Alternate Currency for Dollars in the London
foreign exchange market at approximately 11a.m. (London time) for delivery two
(2) Euro-Currency Business Days later or if not available (ii) the spot selling
rate at which the Administrative Agent offers to sell such Alternate Currency
for Dollars in the London foreign exchange 
market at  approximately 11:00a.m.
(London time) for delivery two Euro-Currency Business Days later; provided,
however, that if, at the time of any such determination, no such spot rate can
reasonably be quoted, the Administrative Agent 
may use any reasonable method (including obtaining quotes from two (2)
or more market makers for the applicable Alternate Currency) as it deems
appropriate to determine such rate, and such 
determination shall be conclusive absent manifest error.


“Existing
Facility” has the meaning set forth in the Recitals to this Agreement.


“Facility Amount”
has the meaning set forth in Section 2.1.


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


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System
as constituted from time to time.


“Fiscal Quarter”
means a fiscal quarter of a Fiscal Year.


“Fiscal Year”
means the fiscal year of Borrower.


“Fitch”
means Fitch Investors Services, Inc., or any successor thereto.


“Fixed Charges”
for any Fiscal Quarter period means the sum of (i) Debt Service for such
period,  and (ii) dividends on preferred
units payable by Borrower for such period. 
If any of the foregoing Debt Service is with respect to Indebtedness
that is subject to an interest rate cap agreement purchased by the Borrower or
a Consolidated Subsidiary, the interest rate shall be assumed to be the lower
of the actual interest payable on such Indebtedness or the capped rate of such
interest rate cap agreement.


“Fixed Rate
Borrowing” has the meaning set forth in Section 1.3.


 



 11














 


“Fronting Bank”
shall mean  JPMorgan Chase Bank, N.A.,
and each other Bank that shall consent thereto as may be designated by the
Borrower from time to time.


“GAAP”
means generally accepted accounting principles in the United States recognized
as such in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, which
are applicable to the circumstances as of the date of determination.


“Governmental
Acts” has the meaning set forth in Section 2.17(h).


“Group of Loans”
means, at any time, a group of Loans consisting of (i) all Committed Loans
which are Base Rate Loans at such time, or (ii) all Euro-Currency Loans having
the same Interest Period at such time; provided that, if a Committed Loan of
any particular Bank is converted to or made as a Base Rate Loan pursuant to
Section 8.2 or 8.5, such Loan shall be included in the same Group or Groups of
Loans from time to time as it would have been in if it had not been so
converted or made.


“IBOR Auction”
means a solicitation of Money Market Quotes setting forth Money Market Margins
based on the Base Euro-Currency Rate pursuant to Section 2.4.


“Indebtedness”
as applied to any Person, means, at any time, without duplication, (a) all
indebtedness, obligations or other liabilities of such Person (whether
consolidated or representing the proportionate interest in any other Person)
(i) for borrowed money (including construction loans) or evidenced by debt
securities, debentures, acceptances, notes or other similar instruments, and
any accrued interest, fees and charges relating thereto, (ii) under profit
payment agreements or in respect of obligations to redeem, repurchase or
exchange any Securities of such Person or to pay dividends in respect of any
stock, (iii) with respect to letters of credit issued for such Person’s
account, (iv) to pay the deferred purchase price of property or services,
except accounts payable and accrued expenses arising in the ordinary course of
business, (v) in respect of Capital Leases, (vi) which are Contingent
Obligations or (vii) under warranties and indemnities; (b) all indebtedness,
obligations or other liabilities of such Person or others secured by a Lien on
any property of such Person, whether or not such indebtedness, obligations or
liabilities are assumed by such Person, all as of such time (provided
that the value of such indebtedness, obligations or liabilities shall be
limited to the lesser of (x) the amount of such indebtedness, obligations
or liabilities assumed by such Person and (y) the undepreciated book value
of the property subject to such Lien, determined in accordance with GAAP, and
less any impairment charge, provided, further, however, that if the
amount of such indebtedness, obligations or liabilities are greater than 90% of
such undepreciated book value of the encumbered property when assumed or
incurred, then, if Borrower intends to apply the provisions of this proviso
thereto, Borrower shall deliver an appraisal prepared by an independent
appraiser to the Administrative Agent with respect to the value of the
applicable property); (c) all indebtedness, obligations or other liabilities of
such Person in respect of Interest Rate Contracts and foreign exchange
contracts, net of liabilities owed to such Person by the counterparties
thereon; (d) all preferred stock subject (upon the



 12
 






 



occurrence of any
contingency or otherwise) to mandatory redemption; and (e) all contingent
contractual obligations with respect to any of the foregoing.


“Indenture”
means the Indenture, dated as of March 30, 2004, between the Borrower and U.S.
Bank Trust National Association, as trustee, in respect of Borrower’s 5.125%
Senior Notes due 2011, as the same may be amended, modified or supplemented
from time to time.


“Indemnitee”
has the meaning set forth in Section 9.3(b).


“Interest
Expense” means, for any period and without duplication, total interest
expense, whether paid, accrued or capitalized of Borrower, on a consolidated
basis determined in accordance with GAAP.


“Interest
Period” means:  (1) with respect to
each Euro-Currency Borrowing, the period commencing on the date of such
Borrowing specified in the Notice of Borrowing or on the date specified in the
applicable Notice of Interest Rate Election and ending 1, 2, 3, 6 or, for
Dollar denominated Loans, and subject to availability among the Banks, 9 or 12
months thereafter (or a period of 7 or 14 days, not more frequently than four
times in any calendar quarter, unless any Bank has previously advised
Administrative Agent and Borrower that it does not accept, in its sole
discretion, the Offered Rate) as the Borrower may elect in the applicable
Notice of Borrowing or Notice of Interest Rate Election; provided, that:


(a)           any
Interest Period which would otherwise end on a day which is not a Euro-Currency
Business Day shall be extended to the next succeeding Euro-Currency Business
Day unless such Euro-Currency Business Day falls in another calendar month, in
which case such Interest Period shall end on the immediately preceding
Euro-Currency Business Day;


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


(c)           no
Interest Period may end later than the Maturity Date.


(2)  intentionally omitted.


(3)  with respect to each Money Market IBOR Loan,
the period commencing on the date of borrowing specified in the applicable
Money Market Quote Request and ending 1, 2, 3 or 6 months thereafter; provided that:


(a)           any
Interest Period which would otherwise end on a day which is not a Euro-Currency
Business Day shall be extended to the next succeeding Euro-Currency Business
Day unless such Euro-Currency Business Day falls in another calendar month, in
which case such Interest Period shall end on the immediately preceding
Euro-Currency Business Day;



 13
 






 



(b)           any
Interest Period which begins on the last Euro-Currency Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall, subject to
clause (c) below, end on the last Euro-Currency Business Day of a calendar
month; and


(c)           no
Interest Period may end later than the Maturity Date.


(4)  with respect to each Money Market Non-IBOR
Rate Loan, the period commencing on the date of borrowing specified in the
applicable Money Market Quote Request and ending such number of days thereafter
(but not less than 14 days or more than 180 days) as the Borrower may elect in
accordance with Section 2.4; provided that:


(a)           any
Interest Period which would otherwise end on a day which is not a Business Day
shall be extended to the next succeeding Business Day; and


(b)           no
Interest Period may end later than the Maturity Date.


“Interest Rate
Contracts” means, collectively, interest rate swap, collar, cap or similar
agreements providing interest rate protection


“Investment
Affiliate” means any joint venture or Subsidiary, whose financial results
are not consolidated under GAAP with the financial results of Borrower on the
consolidated financial statements of Borrower, which joint venture or
Subsidiary is so specified in the section of Borrower’s most recent SEC filings
titled “Joint Ventures, Unconsolidated Subsidiaries and Minority Interest”.


“Investment
Grade Rating” means a rating for a Person’s senior long-term unsecured debt
of BBB- or better from S&P or a rating of Baa3 or better from Moody’s.  In the event that Borrower receives Credit
Ratings only from S&P and Moody’s, and such Credit Ratings are not
equivalent, the lower of such two (2) Credit Ratings shall be used to determine
whether an Investment Grade Rating was achieved.  In the event that Borrower receives more than
two (2) Credit Ratings, and such Credit Ratings are not all equivalent, the
second highest Credit Rating shall be used to determine whether an Investment
Grade Rating was achieved, provided that one of the highest two (2) Credit
Ratings is from S&P or Moody’s; provided, further, that if neither of the
highest two (2) Credit Ratings is from S&P or Moody’s, then the highest
Credit Rating from either S&P or Moody’s shall be used to determine whether
an Investment Grade Rating was achieved


“Invitation for
Money Market Quotes” has the meaning set forth in Section 2.4(c).


“Joint
Bookrunners” means J.P. Morgan Securities Inc. and Banc of America
Securities LLC, in their capacity as Joint Bookrunners hereunder.


“Joint Lead
Arrangers” means J.P. Morgan Securities Inc. and Banc of America Securities
LLC, in their capacity as Joint Lead Arrangers hereunder.



 14
 






 



“JV” means
any entity that (i) is not consolidated on the financial statements of the
Borrower, (ii) has no indebtedness other than working lines of credit that do
not exceed 10% of such JV’s net equity value, and (iii) is not in default
beyond any applicable notice and grace of any indebtedness.


“Letter(s) of
Credit” has the meaning provided in Section 2.2(b).


“Letter of
Credit Collateral” has the meaning provided in Section 6.4.


“Letter of
Credit Collateral Account” has the meaning provided in Section 6.4.


“Letter of
Credit Documents” has the meaning provided in Section 2.18.


“Letter of
Credit Usage” means at any time the sum of the Dollar Equivalent Amount of
(i) the aggregate maximum amount available to be drawn under the Letters of
Credit then outstanding, assuming compliance with all requirements for drawing
referred to therein, and (ii) the aggregate amount of the Borrower’s unpaid
obligations under this Agreement in respect of the Letters of Credit.


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind, or any other type of preferential
arrangement, in each case that has the effect of creating a security interest,
in respect of such asset.  For the
purposes of this Agreement, the Borrower or any Consolidated Subsidiary shall
be deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.


“Loan”
means a Base Rate Loan, a Euro-Currency Loan, a Money Market Loan or a
Swingline Loan and “Loans” means Base Rate Loans, Euro-Currency Loans,
Money Market Loans or Swingline Loans or any combination of the foregoing.


“Loan Assets”
mean senior or subordinated loans, that may be either fixed or variable rate,
including first mortgages, second mortgages, partnership loans, participating
debt, preferred equity and interim facilities, corporate loans, “B” notes and
collateralized mortgage-backed securities.


“Loan Documents”
means this Agreement, the Notes, the Letter(s) of Credit and the Letter of
Credit Documents.


“Loan Effective
Date” has the meaning set forth in Section 8.3.


“Mandatory
Borrowing” has the meaning set forth in Section 2.3(b)(iii).


“Material
Adverse Effect” means an effect resulting from any circumstance or event or
series of circumstances or events, of whatever nature (but excluding general
economic conditions), which does or could reasonably be expected to, materially
and adversely impair (i) the ability of the Borrower and its Consolidated
Subsidiaries, taken as a



 15
 






 



whole, to  perform their respective obligations under
the Loan Documents, or (ii) the ability of Administrative Agent or the Banks to
enforce the Loan Documents.


“Materials of
Environmental Concern” means and includes pollutants, contaminants,
hazardous wastes, toxic and hazardous substances, asbestos, lead, petroleum and
petroleum by-products.


“Maturity Date”
shall mean the date when all of the Obligations hereunder shall be due and
payable which shall be June 28, 2011, unless otherwise accelerated pursuant to
the terms hereof.


“Money Market
Borrowing” has the meaning set forth in Section 1.3.


“Money Market
IBOR Loan” means a loan to be made by a Bank pursuant to a IBOR Auction
(including, without limitation, such a loan bearing interest at the Base Rate
pursuant to Article VIII).


“Money Market
Lending Office” means, as to each Bank, its Domestic Lending Office or such
other office, branch or affiliate of such Bank as it may hereafter designate as
its Money Market Lending Office by notice to the Borrower and the
Administrative Agent; provided that any Bank may from time to time by notice to
the Borrower and the Administrative Agent designate separate Money Market
Lending Offices for its Money Market IBOR Loans, on the one hand, and its Money
Market Non-IBOR Rate Loans, on the other hand, in which case all references
herein to the Money Market Lending Office of such Bank shall be deemed to refer
to either or both of such offices, as the context may require.


“Money Market
Loan” means a Money Market IBOR Loan or a Money Market Non-IBOR Rate Loan,
in either case, in Dollars.


“Money Market
Margin” has the meaning set forth in Section 2.4(d)(2).


“Money Market
Quote” means an offer by a Bank to make a Money Market Loan in accordance
with Section 2.4.


“Money Market
Non-IBOR Rate” has the meaning set forth in Section 2.4(d)(2).


“Money Market
Non-IBOR Rate Loan” means a loan to be made by a Bank pursuant to an
Absolute Rate Auction.


“Money Market
Quote Request” has the meaning set forth in Section 2.4(b).


“Moody’s”
means Moody’s Investors Services, Inc. or any successor thereto.


“Multi-Currency
Commitment” means with respect to each Bank, the amount set forth on Schedule
1 attached hereto next to the name of such Bank as its 



 16
 






 



commitment for Loans in
Alternate Currencies and Dollars (and, for each Bank which is an Assignee, the
amount set forth in the Transfer Supplement entered into pursuant to Section
9.6(c) as the Assignee’s Multi-Currency Commitment), as such amount may be
reduced from time to time pursuant to Section 2.11(d) or in connection
with an assignment to an Assignee, and as such amount may be increased pursuant
to Section 2.1(b) or in connection with an assignment from an Assignor.  The initial aggregate Dollar Equivalent
Amount of the Banks’ Multi-Currency Commitments is $750,000,000.


“Multi-Currency
Facility Amount” has the meaning set forth in Section 2.1.


“Multiemployer
Plan” means at any time an employee pension benefit plan within the meaning
of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then
making or accruing an obligation to make contributions or has at any time after
September 25, 1980 made contributions or has been required to make
contributions (for these purposes any Person which ceased to be a member of the
ERISA Group after September 25, 1980 will be treated as a member of the ERISA
Group).


“Negative
Pledge” means, with respect to any Property, any covenant, condition, or
other restriction entered into by the owner of such Property or directly
binding on such Property which prohibits or limits the creation or assumption
of any Lien upon such Property to secure any or all of the Obligations,
provided, however, that “Negative Pledge” shall not include the restrictions
set forth in Section 4.11 of the Indenture or any other similar requirement for
the equal and ratable sharing of collateral to be granted in the future.


“Net Income”
means, for any period, net income as shown on the Borrower’s most recent
financial statements, calculated on a consolidated basis in conformity with
GAAP.


“Net Offering
Proceeds” means all cash or other assets received by Borrower as a result
of the issuance or sale of common shares of beneficial interest, preferred
shares of beneficial interest, partnership interests, preferred partnership
units, limited liability company interests, Convertible Securities or other
ownership or equity interests in Borrower, less customary costs, fees, expenses
and discounts of issuance paid or to be paid by Borrower related to such
issuance or sale.


“Net Present
Value” shall mean, as to a specified or ascertainable Dollar amount, the
present value, as of the date of calculation of any such amount using a
discount rate equal to the Base Rate in effect as of the date of such
calculation.


“Net Worth”
means, at any time, the sum of the Borrower’s (i) book equity, (ii) accumulated
depreciation, (iii) accumulated depletion, and (iv) reserves for loan losses,
all in accordance with GAAP and, in the case of items (ii), (iii) and (iv)
hereof, exclusive of amounts attributable to Investment Affiliates.


“Non-Excluded
Taxes” has the meaning set forth in Section 8.4.



 17
 






 



“Non-Recourse
Indebtedness” means Indebtedness with respect to which recourse for payment
is limited to (i) specific assets related to a particular Property or group of
Properties encumbered by a Lien securing such Indebtedness or (ii) for all
purposes other than Sections 5.12 and 6.1(e) hereof, any Subsidiary (provided
that if a Subsidiary is a partnership, there is no recourse to Borrower as a
general partner of such partnership); provided that if any portion of
Indebtedness is so limited, then such portion shall constitute Non-Recourse
Indebtedness and only the remainder of such Indebtedness shall constitute
Recourse Debt; provided, further, however, that personal
recourse of Borrower for any such Indebtedness for fraud, misrepresentation,
misapplication of cash, waste, Environmental Claims and liabilities and other
circumstances customarily excluded by institutional lenders from exculpation
provisions and/or included in separate indemnification agreements in
non-recourse financing of real estate shall not, by itself, prevent such
Indebtedness from being characterized as Non-Recourse Indebtedness.


“Notes”
means the promissory notes of the Borrower, substantially in the form of
Exhibit A and Exhibit A-1 hereto, respectively, evidencing the obligation
of the Borrower to repay the Loans, and “Note” means any one of such promissory
notes issued hereunder.


“Notice of
Borrowing” means a notice from Borrower in accordance with Section 2.2 or
Section 2.3(b)(i).


“Notice of
Interest Rate Election” has the meaning set forth in Section 2.7.


“Notice of
Money Market Borrowing” has the meaning set forth in Section 2.4(f).


“Obligations”
means all obligations, liabilities, indemnity obligations and Indebtedness of
every nature of the Borrower, from time to time owing to Administrative Agent
or any Bank under or in connection with this Agreement or any other Loan
Document.


“Offered Rate”
means a rate per annum quoted by the Administrative Agent for an Interest
Period of 7 or 14 days.


“Other Taxes”
has the meaning set forth in Section 8.4.


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


“Participant”
has the meaning set forth in Section 9.6(b).


“Patriot Act”
has the meaning set forth in Section 9.17.


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


“Permitted
Liens” means:



 18
 






 



a.             Liens
for Taxes, assessments or other governmental charges not yet due and payable or
which are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted in accordance with the terms hereof;


b.             statutory
liens of carriers, warehousemen, mechanics, materialmen and other similar liens
imposed by law, which are incurred in the ordinary course of business for sums
not more than ninety (90) days delinquent or which are being contested in good
faith in accordance with the terms hereof;


c.             deposits
or pledges to secure the payment of worker’s compensation, unemployment
insurance and other social security or similar legislation or to secure
liabilities to insurance carriers or reimbursement and indemnity obligations in
respect of surety or appeal bonds;


d.             utility
deposits and other deposits or pledges to secure the performance of bids, trade
contracts (other than for borrowed money), leases, purchase contracts, construction
contracts, governmental contracts, statutory obligations, surety bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;


e.             Liens
for purchase money obligations for equipment (or Liens to secure Indebtedness
incurred within 90 days after the purchase of any equipment to pay all or a
portion of the purchase price thereof or to secure Indebtedness incurred solely
for the purpose of financing the acquisition of any such equipment, or
extensions, renewals, or replacements of any of the foregoing for the same or
lesser amount); provided that (i) the Indebtedness secured by any such Lien
does not exceed the purchase price of such equipment, (ii) any such Lien
encumbers only the asset so purchased and the proceeds upon sale, disposition,
loss or destruction thereof, and (iii) such Lien, after giving effect to the
Indebtedness secured thereby, does not give rise to an Event of Default;


f.              easements
(including reciprocal easement agreements and utility agreements), rights-of-way,
zoning restrictions, other covenants, reservations, encroachments, leases,
licenses or similar charges or encumbrances (whether or not recorded) and all
other items listed on any Schedule B to Borrower’s owner’s title insurance
policies, except in connection with any Indebtedness, for any of Borrower’s
Real Property Assets, so long as the foregoing do not interfere in any material
respect with the use or ordinary conduct of the business of Borrower and do not
diminish in any material respect the value of the Property to which such
Permitted Lien is attached;


g.             (I)
Liens and judgments which have been or will be bonded (and the Lien on any cash
or securities serving as security for such bond) or released of record within
forty-five (45) days after the date such Lien or judgment is entered or filed
against Borrower, or any Subsidiary, or (II) Liens which are being contested in
good faith by appropriate proceedings for review and in respect of which there
shall 



 19
 






 



have been secured a subsisting stay of execution
pending such appeal or proceedings and as to which the subject asset is not at
risk of forfeiture;


h.             Liens
on Property of the Borrower or its Subsidiaries (other than Qualifying
Unencumbered Assets) securing Indebtedness which may be incurred or remain
outstanding without resulting in an Event of Default hereunder;


i.              Liens
created pursuant to Section 6.4 hereof or otherwise pursuant hereto in
favor of the Administrative Agent for the benefit of the Banks;


j.              Liens
not otherwise described but existing as of the Closing Date and listed on
Schedule 1.1(b); and


k.             Liens
in favor of the Borrower.


“Person”
means an individual, a corporation, a partnership, a limited liability company,
an association, a trust or any other entity or organization, including, without
limitation, a government or political subdivision or an agency or
instrumentality thereof.


“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and either (i) is maintained, or
contributed to, by any member of the ERISA Group for employees of any member of
the ERISA Group or (ii) has at any time within the preceding five years been maintained,
or contributed to, by any Person which was at such time a member of the ERISA
Group for employees of any Person which was at such time a member of the ERISA
Group.


“Prime Rate”
means the rate of interest publicly announced by the Administrative Agent from
time to time as its “prime rate”.


“principal
financial center” means, when used in reference to an Alternate Currency,
(a) in the case of British Pounds Sterling, London, England, (b) in the case of
Euros, London, England, and (c) in the case of Canadian Dollars, Toronto,
Canada.


“Pro Rata Share”
means, with respect to any Bank, (a) with respect to matters relating to Dollar
Commitments, a fraction (expressed as a percentage), the numerator of which
shall be the amount of such Bank’s Dollar Commitment and the denominator of
which shall be the aggregate amount of all of the Banks’ Dollar Commitments,
(b) with respect to matters relating to Multi-Currency Commitments, a fraction
(expressed as a percentage), the numerator of which shall be the amount of such
Bank’s Multi-Currency Commitment and the denominator of which shall be the
aggregate amount of all of the applicable Banks’ Multi-Currency Commitments, or
(c) for all other purposes a fraction (expressed as a percentage), the
numerator of which shall be the sum of the amount of such Bank’s Multi-Currency
Commitment and its Dollar Commitment and the denominator of which shall be the
aggregate amount of all of the Banks’ Commitments, in each case as adjusted
from time to time in accordance with the provisions of this Agreement.



 20
 






 



“Property”
means, with respect to any Person, any real or personal property, building,
facility, structure, equipment or unit, or other asset owned by such Person.


“Qualified
Institution” means (i) a Bank or any Affiliate thereof; (ii) a
commercial bank having total assets in excess of $5,000,000,000; (iii) the
central bank of any country which is a member of the Organization for Economic
Cooperation and Development; or (iv) a finance company or other financial
institution (other than Borrower or its Affiliates) reasonably acceptable to
the Administrative Agent, which is regularly engaged in making, purchasing or
investing in loans and having total assets in excess of $500,000,000 or is
otherwise reasonably acceptable to the Administrative Agent; provided
that in no event shall any competitor of the Borrower or any Subsidiary qualify
as a “Qualified Institution” if the Borrower reasonably determines that such
entity constitutes such a competitor. 
Notwithstanding the foregoing, however, in no event shall any commercial
bank or any wholly-owned Subsidiary thereof, savings and loan institution,
investment bank or broker/dealer be deemed to be a competitor of the Borrower.


“Qualifying
Encumbered Asset” means any Credit Tenant Lease Assets or Loan Assets
owned, directly or indirectly, at least 90% by the Borrower (provided, however,
that with respect to any asset that is less than 100% directly or indirectly
owned by Borrower, Borrower or a wholly-owned Subsidiary shall be the general partner,
managing member or other controlling entity, and shall have the power to direct
the sale and financing of such asset), where the ratio of the Value thereof to
the amount (which amount shall include both the principal thereof as well as
any costs associated with the prepayment thereof, including yield maintenance
payments, premiums and other costs) of the Secured Indebtedness encumbering the
same is greater than 1.57:1.0, and such Secured Indebtedness is prepayable.


“Quotation Date”
means, in relation to any Interest Period for which an interest rate is to be
determined:


(a)                                  (if
with respect to a Euro-Currency Loan in Dollars or in any Alternate Currency
other than Euros) two Euro-Currency Business Days before the first day of such
Interest Period, or


(b)                                 (if
with respect to an Alternate Currency Loan in Euros) two TARGET Days before the
first day of such Interest Period,


unless market practice
differs in the relevant interbank market for an Alternate Currency (other than
Euros), in which case the Quotation Date for that Alternate Currency will be
determined by the Administrative Agent in accordance with market practice in
the relevant interbank market (and if quotations would normally be given by
leading banks in the relevant interbank market on more than one day, the
Quotation Date will be the last of those days).


“Rating
Agencies” means, collectively, S&P, 
Moody’s and Fitch.


“Real Property
Assets” means as to any Person as of any time, the real property assets
(including, without limitation, interests in participating mortgages in which 



 21
 






 



such Person’s interest
therein is characterized as equity according to GAAP) owned directly or
indirectly by such Person at such time.


“Recourse Debt”
shall mean Indebtedness that is not Non-Recourse Indebtedness.


“Regulation U”
means Regulation U of the Board of Governors of the Federal Reserve System, as
in effect from time to time.


“REIT”
means a real estate investment trust, as defined under Section 856 of the Code.


“Required Banks”
means at any time those Banks eligible to vote on matters hereunder after
giving effect to Section 2.5(d) (a) having more than 50% of the
aggregate amount of the Commitments of such Banks so entitled to vote or
(b) if the Commitments shall have been terminated, holding Notes
evidencing more than 50% of the aggregate unpaid principal amount of the Loans
of such Banks so entitled to vote (provided, that in the case of Swingline
Loans, the amount of each Bank’s funded participation interest in such
Swingline Loans shall be considered for purposes hereof as if it were a direct
loan and not a participation interest, and the aggregate amount of Swingline
Loans owing to the Swingline Lender shall be considered for purposes hereof as
reduced by the amount of such funded participation interests).


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.


“Secured Debt”
means Indebtedness, the payment of which is secured by a Lien (other than a
Permitted Lien listed in clauses (a) - (g), (i) and (k)) on any Property owned
or leased by Borrower or any Consolidated Subsidiary, plus Borrower’s Share of
Indebtedness, the payment of which is secured by a Lien (other than a Permitted
Lien of the type described above in this definition) on any Property owned or
leased by any Investment Affiliate.


“Securities”
means any stock, partnership interests, shares, shares of beneficial interest,
voting trust certificates, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as “securities,” or any certificates
of interest, shares, or participations in temporary or interim certificates for
the purchase or acquisition of, or any right to subscribe to, purchase or
acquire any of the foregoing, and shall include Indebtedness which would be
required to be included on the liabilities side of the balance sheet of
Borrower in accordance with GAAP, but shall not include any Cash or Cash
Equivalents or any evidence of the Obligations.


“Solvent”
means, with respect to any Person, that the fair saleable value of such Person’s
assets exceeds the Indebtedness of such Person.


“Subsidiary”
means any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of 



 22
 






 



directors or other
persons performing similar functions are at the time directly or indirectly
owned by the Borrower.


“Swingline
Borrowing” has the meaning set forth in Section 1.3.


“Swingline
Commitment” has the meaning set forth in Section 2.3(a).


“Swingline
Lender” means JPMorgan Chase Bank, N.A., in its capacity as swingline
lender hereunder, and its permitted successors in such capacity in accordance
with the terms of this Agreement or any other Bank that shall consent thereto
as may be designated by Borrower from time to time.


“Swingline Loan”
means a loan in Dollars made by the Swingline Lender pursuant to
Section 2.3.


“Syndication
Agent” means Bank of America, N.A., in its capacity as syndication agent
hereunder and its permitted successors in such capacity in accordance with the
terms of this Agreement.


“TARGET Day”
means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system is open for settlement of payments in Euros.


“Taxes”
means all federal, state, local and foreign income and gross receipts taxes.


“Term” has
the meaning set forth in Section 2.10.


“Termination
Event” shall mean (i) a “reportable event”, as such term is described in
Section 4043 of ERISA (other than a “reportable event” not subject to the
provision for 30-day notice to the PBGC), or an event described in
Section 4062(e) of ERISA, (ii) the withdrawal by any member of the ERISA Group
from a Multiemployer Plan during a plan year in which it is a “substantial
employer” (as defined in Section 4001(a)(2) of ERISA), or the incurrence of
liability by any member of the ERISA Group under Section 4064 of ERISA upon the
termination of a Multiemployer Plan, (iii) the filing of a notice of intent to
terminate any Plan under Section 4041 of ERISA, other than in a standard
termination within the meaning of Section 4041 of ERISA, or the treatment of a
Plan amendment as a distress termination under Section 4041 of ERISA, (iv) the
institution by the PBGC of proceedings to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or cause a
trustee to be appointed to administer, any Plan or (v) any other event or
condition that might reasonably constitute grounds for the termination of, or
the appointment of a trustee to administer, any Plan or the imposition of any
liability or encumbrance or Lien on the Real Property Assets or any member of
the ERISA Group under ERISA or the Code.


“Total
Indebtedness” means, as of the date of determination and without
duplication, all Indebtedness of Borrower and its Consolidated Subsidiaries,
but excluding Borrower’s Share of all Indebtedness of Investment Affiliates.


 



 23














 


“Unencumbered
Asset” means any Credit Tenant Lease Asset, any Loan Asset and any
timberland assets from time to time which (a) (i)  is owned, directly or indirectly, at least
90% by the Borrower (provided, however, that with respect to any asset that is
less than 100% (but 90% or more) directly or indirectly owned by Borrower,
Borrower or a wholly-owned Subsidiary shall be the general partner, managing
member or other controlling entity, and shall have the power to direct the sale
and financing of such asset), and is not subject (nor are any equity interests
in such Property that are owned directly or indirectly by Borrower subject) to
a Lien which secures Indebtedness of any Person other than Permitted Liens,
(ii) is owned, directly or indirectly, less than 90% by Borrower, or lacks the
ability to control sales and financings thereof, such asset, provided, however,
that in no event shall the aggregate Value of all such assets exceed 5% of
Unencumbered Asset Value, and (b) is not subject (nor are any equity interests
in such Property that are owned directly or indirectly by Borrower subject) to
any Negative Pledge.  For purposes of
Section 5.8(d) only, Unencumbered Assets shall be deemed to include
Qualifying Encumbered Assets, provided, however, that at no time will the value
of the Qualifying Encumbered Assets so included in Unencumbered Assets exceed
10% of Unencumbered Asset Value.


“Unencumbered
Asset Value” means the sum of (i) Cash and Cash Equivalents in excess of
$20,000,000 in the aggregate, that is not subject to any pledges, Liens or
other encumbrance, (ii) the aggregate Value of the Unencumbered Assets and
(iii) the net equity value (determined in accordance with GAAP) of Borrower’s
equity investments in JVs, provided, however, that (x) the Value of the
Unencumbered Assets shall exclude the Value of the Defaulted Assets, to the
extent that the same shall exceed five percent (5%) of the Unencumbered Asset
Value and (y) the Value of the Unencumbered Assets shall exclude the net equity
value of JVs to the extent that the same shall exceed ten percent (10%) of the
Unencumbered Asset Value.


“United States”
means the United States of America, including the fifty states and the District
of Columbia.


“Unreimbursed
Obligation” has the meaning set forth in Section 2.17(f).


“Unsecured Debt”
means the amount of Indebtedness for borrowed money of Borrower which is not
Secured Debt, including, without limitation, the amount of all then outstanding
Loans. In addition, for purposes of Section
5.8(d) only, Secured Indebtedness associated with Qualifying Encumbered
Assets shall be deemed to be Unsecured Debt.


“Value”
means, as of any date of determination, with respect to each Unencumbered Asset
or Qualifying Encumbered Asset, as the case may be, the lesser of (x) undepreciated
cost (or in the case of any Credit Tenant Lease Asset or Loan Asset that is
less than 100% owned, directly or indirectly, by the Borrower, Borrower’s pro
rata share thereof), and (y) market value (or in the case of any Credit Tenant
Lease Asset or Loan Asset that is less than 100% owned, directly or indirectly,
by the Borrower, Borrower’s pro rata share thereof), all as determined in
accordance with GAAP.



 24
 






 



SECTION 1.2.  Accounting Terms and Determinations.  Unless otherwise specified herein, all accounting
terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder
shall be prepared in accordance with GAAP applied on a basis consistent (except
for changes concurred in by the Borrower’s independent public accountants) with
the most recent audited consolidated financial statements of the Borrower and
its Consolidated Subsidiaries delivered to the Administrative Agent; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
wishes to amend any covenant in Article V to eliminate the effect of any change
in GAAP on the operation of such covenant (or if the Administrative Agent
notifies the Borrower that the Required Banks wish to amend Article V for such
purpose), then the Borrower’s compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is amended
in a manner reasonably satisfactory to the Borrower and the Required Banks.


SECTION 1.3.  Types of Borrowings.  The term “Borrowing” denotes the aggregation
of Loans of one or more Banks to be made to the Borrower pursuant to Article 2
on the same date, all of which Loans are of the same type (subject to Article
8) and, except in the case of Base Rate Loans and Swingline Loans, have the
same initial Interest Period.  Borrowings
are classified for purposes of this Agreement either by reference to the pricing
or currency of Loans comprising such Borrowing (e.g., a “Fixed Rate Borrowing”
is a Money Market Borrowing (excluding any such Borrowing consisting of Money
Market IBOR Loans bearing interest at the Base Rate pursuant to Article VIII)
and an “Alternate Currency Borrowing” is a Borrowing comprised of Loans
denominated in an Alternate Currency); a “Euro-Currency Borrowing” is a
Borrowing comprised of Euro-Currency Loans; or by reference to the
provisions of Article 2 under which participation therein is determined (i.e.,
a “Committed Borrowing” is a Borrowing under Section 2.1 in which all Banks
participate in proportion to their Commitments, while a “Money Market Borrowing”
is a Borrowing under Section 2.4 in which a Bank’s share is determined on the basis
of its bid in accordance therewith, and a “Swingline Borrowing” is a Borrowing
under Section 2.3 in which only the Swingline Lender participates (subject to
the provisions of said Section 2.3)).


ARTICLE II


THE CREDITS


SECTION 2.1.  Commitments to Lend.  (a) Each Bank severally agrees, on the terms
and conditions set forth in this Agreement, (a) to make Committed Loans to the
Borrower and participate in Letters of Credit issued by the Fronting Bank on
behalf of the Borrower pursuant to this Article from time to time during the
term hereof in Dollar Equivalent Amounts such that the aggregate principal
Dollar Equivalent Amount of Committed Loans by such Bank at any one time
outstanding plus such Bank’s Pro Rata Share of Swingline Loans outstanding
together with such Bank’s Pro Rata Share of the Letter of Credit Usage at such
time shall not exceed the Dollar Equivalent Amount of its



 25
 






 



Commitment (it being
understood and agreed that Banks with Dollar Commitments shall only be
obligated to fund in Dollars with respect to such Dollar Commitments), and (b)
in furtherance and clarification of the foregoing, as to Banks with a
Multi-Currency Commitment, to participate in Alternate Currency Letters of
Credit issued by the Fronting Bank on behalf of Borrower pursuant to this
Article and to make Euro-Currency Loans to Borrower denominated in any
Alternate Currency at any time and from time to time during the Term, in an
aggregate principal Dollar Equivalent Amount not to exceed such Bank’s
Multi-Currency Commitment.  Each
Euro-Currency Borrowing outstanding under this Section 2.1 shall be in an
aggregate principal Dollar Equivalent Amount of approximately $5,000,000, or an
integral multiple of a Dollar Equivalent Amount of approximately $1,000,000 in
excess thereof, and each Base Rate Borrowing (or Borrowing bearing interest at
the Offered Rate) shall be in an aggregate principal Dollar Equivalent Amount
of approximately $1,000,000, or an integral multiple of a Dollar Equivalent
Amount of approximately $1,000,000 in excess thereof (except that any such
Borrowing may be in the aggregate amount available in accordance with Section
3.2(b), or in any Dollar Equivalent Amount required to reimburse the Fronting
Bank for any drawing under any Letter of Credit or to repay the Swingline
Lender the amount of any Swingline Loan) and, other than with respect to Money
Market Loans and Swingline Loans, shall be made from the several Banks ratably
in proportion to their respective Commitments. 
In no event shall the aggregate Dollar Equivalent Amount of Loans
outstanding at any time, plus the Dollar Equivalent Amount of the Letter of
Credit Usage, exceed $2,200,000,000 (as adjusted pursuant to paragraph (b)
of this Section 2.1, Section 2.11(e) or as may otherwise be provided in
this Agreement, the “Facility Amount”). 
In no event shall the aggregate Dollar Equivalent Amount of Loans
attributable to the Multi-Currency Commitments outstanding at any time, plus
the Dollar Equivalent Amount of the 
Letter of Credit Usage with respect to Letters of Credit attributable to
the Multi-Currency Commitments, exceed $750,000,000 (“Multi-Currency
Facility Amount”).  Subject to the
limitations set forth herein, any amounts repaid may be reborrowed.


(b)  Optional Increase in Commitments.  Unless a Default or an Event of Default has
occurred and is continuing, Borrower, by written notice to Administrative
Agent, may request on up to two (2) occasions, on or before the third
anniversary of the Closing, that the Dollar Commitments and/or the
Multi-Currency Commitments be increased by an amount not less than Fifty
Million Dollars ($50,000,000) per request and not more than Five Hundred
Million Dollars ($500,000,000) in the aggregate (such that the aggregate
Commitments after such increases shall never exceed Two Billion Seven Hundred
Million Dollars ($2,700,000,000)); provided that for any such request
(i) if requested by Borrower, any Bank which is a party to this Agreement prior
to such request for increase, at its sole discretion, may elect to increase its
Dollar Commitment and/or Multi-Currency Commitment but shall not have any
obligation to so increase its Dollar Commitment and/or Multi-Currency
Commitment, and (ii) at the request of Borrower, the Administrative Agent and
the Syndication Agent shall use commercially reasonable efforts to locate
additional Qualified Institutions 
willing to provide commitments for the requested increase, and Borrower
may also identify additional Qualified Institutions willing to provide commitments
for the requested increase, provided  further that Administrative
Agent shall approve any such additional Qualified Institutions, which approval
will not be unreasonably withheld or delayed. 
In the event that Qualified Institutions commit to any



 26
 






 



such increase, the
Commitments of the committed Banks shall be increased, the Pro Rata Shares of
the Banks shall be adjusted, new Notes shall be issued, Borrower shall make
such borrowings and repayments as shall be necessary to effect the reallocation
of the Committed Loans so that the Committed Loans are held by the Banks in
accordance with their Pro Rata Shares after giving effect to such increase, and
other changes shall be made to the Loan Documents as may be necessary to
reflect the aggregate amount, if any, by which Banks have agreed to increase
their respective Commitments or make new Commitments in response to the
Borrower’s request for an increase in the aggregate Commitments pursuant to
this Section 2.1(b), in each case without the consent of the Banks other than
those Banks increasing their Commitments. 
The fees payable by Borrower upon any such increase in the Commitments
shall be agreed upon by the Administrative Agent and Borrower at the time of
such increase. In addition, if as a result of any such increase in the
Commitments, there shall be a reallocation of Euro-Currency Borrowings,
Borrower shall pay any amounts that may be due pursuant to Section 2.14 hereof.


Notwithstanding the
foregoing, nothing in this Section 2.1(b) shall constitute or be deemed to
constitute an agreement by any Bank to increase its Commitment hereunder.


SECTION 2.2.  Notice of Borrowing.  (a) 
With respect to any Committed Borrowing, the Borrower shall give
Administrative Agent notice not later than 1:00 P.M. (New York City time, with
respect to Dollar Loans, and London time, with respect to Alternate Currency
Loans) (x) the Business Day prior to each Base Rate Borrowing or Borrowing
bearing interest at the Offered Rate, or (y) the third (3rd) Euro-Currency Business Day
before each Euro-Currency Borrowing, or (z) the fourth (4th) Euro-Currency Business Day before each
Euro-Currency Borrowing denominated in an Alternate Currency, specifying:


(i)            the date of such Borrowing, which
shall be a Business Day in the case of a Base Rate Borrowing or a Borrowing
bearing interest at the Offered Rate or a Euro-Currency Business Day in the
case of a Euro-Currency Borrowing,


(ii)           the aggregate amount of such
Borrowing,


(iii)          whether the Loans comprising such
Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate
or Euro-Currency Loans, and if Euro-Currency Loans are requested in a currency
other than in Dollars, the type and amount of the Alternate Currency being
requested, and if the Loans are in Dollars, whether they are to be funded from
the Banks’ Dollar Commitments or Multi-Currency Commitments,


(iv)          in the case of a Euro-Currency
Borrowing, the duration of the Interest Period applicable thereto, subject to
the provisions of the definition of Interest Period,


(v)           payment instructions for delivery of
such Borrowing; and


(vi)          that no Default or Event of Default
has occurred or is continuing.



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(b)           Borrower shall give the
Administrative Agent, and the Fronting Bank, written notice in the event that
it desires to have Letters of Credit (each, a “Letter of Credit”)
issued, or to have Letters of Credit issued on behalf of a Subsidiary,
hereunder no later than 1:00 P.M. (New York City time)  at least four (4) Business Days prior to, but
excluding, the date of such issuance. 
Each such notice shall specify (i) (a) if Alternate Currency is
requested, the type and individual amount of the Alternate Currency being
requested, and (b) if Dollars are requested, the individual amount of each
requested Letter of Credit, (ii) the individual amount of each requested Letter
of Credit and the number of Letters of Credit to be issued, (iii) the date of
such issuance (which shall be a Business Day), (iv) the name and address of the
beneficiary, (v) the expiration date of the Letter of Credit (which in no event
shall be later than the date which is the first anniversary of the Maturity
Date), (vi) the purpose and circumstances for which such Letter of Credit is
being issued, (vii) the terms upon which each such Letter of Credit may be
drawn down (which terms shall not leave any discretion to Fronting Bank) and
(viii) that no Default or Event of Default has occurred or is continuing.  Each such notice may be revoked
telephonically by the Borrower to the Fronting Bank and the Administrative
Agent any time prior to the issuance of the Letter of Credit by the Fronting
Bank, provided such revocation is confirmed in writing by the Borrower to the
Fronting Bank and the Administrative Agent within one (1) Business Day by
facsimile.  Notwithstanding anything
contained herein to the contrary, the Borrower shall complete and deliver to
the Fronting Bank, at the Fronting Bank’s request, any required documentation
in connection with any requested Letter of Credit no later than the second
(2nd) Business Day (or, in the case of Alternate Currency Letters of Credit,
the second (2nd)
Euro-Currency Business Day) prior to the date of issuance thereof. No later
than 1:00 P.M. (New York City time) on the date that is four (4) Business Days
prior to, but excluding, the date of issuance, the Borrower shall specify a
precise description of the documents and the verbatim text of any certificate
to be presented by the beneficiary of such Letter of Credit, which if presented
by such beneficiary prior to the expiration date of the Letter of Credit would
require the Fronting Bank to make a payment under the Letter of Credit; provided,
that Fronting Bank may, in its reasonable judgment, require changes in any such
documents and certificates only in conformity with changes in customary and
commercially reasonable practice or law and, provided  further,
that no Letter of Credit shall require payment against a conforming draft to be
made thereunder on the second Business Day following the date that such draft
is presented if such presentation is made later than 1:00 P.M. New York City
time (except that if the beneficiary of any Letter of Credit requests at the
time of the issuance of its Letter of Credit that payment be made on the same
Business Day against a conforming draft, such beneficiary shall be entitled to
such a same day draw, provided such draft is presented to the Fronting Bank no
later than 1:00 P.M. (New York City time) and provided further the Borrower
shall have requested to the Fronting Bank and the Administrative Agent that
such beneficiary shall be entitled to a same day draw). In determining whether
to pay on such Letter of Credit, the Fronting Bank shall be responsible only to
determine that the documents and certificates required to be delivered under
the Letter of Credit have been delivered and that they comply on their face
with the requirements of that Letter of Credit.



 28
 






 



SECTION
2.3.  Swingline Loan Subfacility.


(a)           Swingline Commitment.  Subject to the terms and conditions of this
Section 2.3, the Swingline Lender, in its individual capacity, agrees to make
certain revolving credit loans to the Borrower (each a “Swingline Loan”
and, collectively, the “Swingline Loans”) from time to time during the
Term hereof; provided, however, that the aggregate amount of Swingline Loans
outstanding at any time shall not exceed the lesser of (i) TWO HUNDRED FIFTY
MILLION DOLLARS U.S. ($250,000,000), and (ii) the aggregate Commitments less
the sum of (A) all Loans then outstanding, and (B) the Letter of Credit Usage
(the “Swingline Commitment”). 
Subject to the limitations set forth herein, any amounts repaid in
respect of Swingline Loans may be reborrowed.


(b)           Swingline Borrowings.


(i)            Notice of Borrowing.  With respect to any Swingline Borrowing, the
Borrower shall give the Swingline Lender and the Administrative Agent notice in
writing which is received by the Swingline Lender and Administrative Agent not
later than 2:00 p.m. (New York City time) on the proposed date of such
Swingline Borrowing (and confirmed by telephone by such time), specifying (A)
that a Swingline Borrowing is being requested, (B) the amount of such Swingline
Borrowing, (C) the proposed date of such Swingline Borrowing, which shall be a
Business Day and (D) that no Default or Event of Default has occurred and is
continuing both before and after giving effect to such Swingline
Borrowing.  Such notice shall be
irrevocable.


(ii)           Minimum Amounts.  Each Swingline Borrowing shall be in a
minimum principal amount of $1,000,000, or an integral multiple of $100,000 in
excess thereof.


(iii)          Repayment of Swingline Loans.  Each Swingline Loan shall be due and payable
on the earliest of (A) 5 Business Days from and including the date of the
applicable Swingline Borrowing, (B) the date of the next Committed Borrowing or
(C) the Maturity Date.  If, and to the
extent, any Swingline Loans shall be outstanding on the date of any Committed
Borrowing, such Swingline Loans shall first be repaid from the proceeds of such
Committed Borrowing prior to the disbursement of the same to the Borrower.  If, and to the extent, a Committed Borrowing
is not requested prior to the Maturity Date or the end of the 5 Business Day
period after a Swingline Borrowing, or unless the Borrower shall have notified
the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York
City time) on the fourth (4th) Business Day after the Swingline Borrowing that the
Borrower intends to reimburse the Swingline Bank for the amount of such
Swingline Borrowing with funds other than proceeds of the Loans, the Borrower
shall be deemed to have requested a Committed Borrowing comprised entirely of
Base Rate Loans in the amount of the applicable Swingline Loan then
outstanding, the proceeds of which shall be used to repay such Swingline Loan
to the Swingline Lender.  In addition, if
(x) the Borrower does not repay the Swingline Loan on or prior to the end of
such 5 Business Day period, or (y) a Default or Event of Default shall have
occurred during such 5 Business Day period, the Swingline Lender may, at any
time, in its sole discretion, by written notice to the Borrower and the
Administrative Agent, demand repayment of its



 29
 






 



Swingline Loans by
way of a Committed Borrowing, in which case the Borrower shall be deemed to
have requested a Committed Borrowing comprised entirely of Base Rate Loans in
the amount of such Swingline Loans then outstanding, the proceeds of which
shall be used to repay such Swingline Loans to the Swingline Lender.  Any Committed Borrowing which is deemed
requested by the Borrower in accordance with this Section 2.3(b)(iii) is
hereinafter referred to as a “Mandatory Borrowing”.  Each Bank hereby irrevocably agrees to make
Committed Loans promptly upon receipt of notice from the Swingline Lender of
any such deemed request for a Mandatory Borrowing in the amount and in the manner
specified in the preceding sentences and on the date such notice is received by
such Bank (or the next Business Day if such notice is received after 12:00 noon
(New York City time)) notwithstanding (I) that the amount of the Mandatory
Borrowing may not comply with the minimum amount of Committed Borrowings
otherwise required hereunder, (II) whether any conditions specified in Section
3.2 are then satisfied, (III) whether a Default or an Event of Default then
exists, (IV) failure of any such deemed request for a Committed Borrowing to be
made by the time otherwise required in Section 2.2, (V) the date of such
Mandatory Borrowing (provided that such date must be a Business Day), or (VI)
any termination of the Commitments immediately prior to such Mandatory
Borrowing or contemporaneously therewith; provided, however, that no Bank shall
be obligated to make Committed Loans in respect of a Mandatory Borrowing if a
Default or an Event of Default then exists and the applicable Swingline Loan
was made by the Swingline Lender without receipt of a written Notice of
Borrowing in the form specified in subclause (i) above or after Administrative
Agent has delivered a notice of Default or Event of Default which has not been
rescinded.


(iv)          Purchase of Participations.  In the event that any Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees
that it shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payment received from the
Borrower on or after such date and prior to such purchase) from the Swingline
Lender such participations in the outstanding Swingline Loans as shall be
necessary to cause each such Bank to share in such Swingline Loans ratably
based upon its Pro Rata Share (determined before giving effect to any
termination of the Commitments pursuant to Section 6.2), provided that (A) all
interest payable on the Swingline Loans with respect to any participation shall
be for the account of the Swingline Lender until but excluding the day upon
which the Mandatory Borrowing would otherwise have occurred, and (B) in the
event of a delay between the day upon which the Mandatory Borrowing would
otherwise have occurred and the time any purchase of a participation pursuant
to this sentence is actually made, the purchasing Bank shall be required to pay
to the Swingline Lender interest on the principal amount of such participation
for each day from and including the day upon which the Mandatory Borrowing
would otherwise have occurred to but excluding the date of payment for such
participation, at the rate equal to the Federal Funds Rate, for the two (2)
Business Days after the date the Mandatory Borrowing would otherwise have
occurred, and thereafter at a rate equal to the Base Rate.  Notwithstanding the foregoing, no Bank shall
be obligated to purchase a participation in any Swingline Loan if a Default or
an Event of Default then exists and such Swingline Loan was made by the
Swingline Lender without receipt of a written Notice of Borrowing



 30
 






 



in the form specified in
subclause (i) above or after Administrative Agent has delivered a notice of
Default or Event of Default which has not been rescinded.


(c)           Interest Rate.  Each Swingline Loan shall bear interest on
the outstanding principal amount thereof, for each day from the date such
Swingline Loan is made until the date it is repaid, at a rate per annum equal
to the Federal Funds Rate plus the Applicable Margin for Euro-Currency Loans
for such day.


SECTION 2.4.  Money Market Borrowings.


(a)           The Money Market Option.  From time to time during the Term, and
provided that at such time the Borrower maintains an Investment Grade Rating,
the Borrower may, as set forth in this Section 2.4, request the Banks during
the Term to make offers to make Money Market Loans to the Borrower, not to
exceed, at such time, the lesser of (i) 50% of the aggregate Commitments, and
(ii) the aggregate Commitments less all Loans and Letter of Credit Usage then
outstanding (excluding any Loans or any portion thereof to be repaid from the
proceeds of such Money Market Loans). 
Subject to the provisions of this Agreement, the Borrower may repay any
outstanding Money Market Loan on any day which is a Business Day (or a
Euro-Currency Business Day in the case of Money Market IBOR Loans) and any
amounts so repaid may be reborrowed, up to the amount available under this
Section 2.4 at the time of such Borrowing, until the Euro-Currency Business Day
next preceding the Maturity Date.  The
Banks may, but shall have no obligation to, make such offers and the Borrower
may, but shall have no obligation to, accept any such offers in the manner set
forth in this Section 2.4.


(b)           Money Market Quote Request.  When the Borrower wishes to request offers to
make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit B hereto (a “Money Market Quote
Request”) so as to be received not later than 1:00 P.M. (New York City
time) on (x) the fifth Euro-Currency Business Day prior to, but excluding, the
date of Borrowing proposed therein, in the case of an IBOR Auction or (y) the
Business Day immediately preceding the date of Borrowing proposed therein, in
the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Administrative Agent shall have mutually agreed
and shall have notified the Banks not later than the date of the Money Market
Quote Request for the first IBOR Auction or Absolute Rate Auction for which
such change is to be effective) specifying:


(i)            the proposed date of Borrowing,
which shall be a Euro-Currency Business Day in the case of an IBOR Auction or a
Business Day in the case of an Absolute Rate Auction,


(ii)           the aggregate amount of such
Borrowing, which shall be $5,000,000 or a larger multiple of $1,000,000,



 31
 






 



(iii)          the duration of the Interest Period
applicable thereto (which shall not be less than 14 days or more than 180
days), subject to the provisions of the definition of Interest Period,


(iv)          whether the Money Market Quotes
requested are to set forth a Money Market Margin or a Money Market Non-IBOR
Rate,


(v)           the aggregate amount of all Money
Market Loans then outstanding, and


(vi)          that no Default or Event of Default
has occurred or is continuing.


The Borrower may request
offers to make Money Market Loans for more than one Interest Period in a single
Money Market Quote Request.  In no event
may Borrower give a Money Market Quote Request within ten (10) days of the
giving of any other Money Market Quote Request.


(c)           Invitation for Money Market Quotes.  Promptly upon receipt of a Money Market Quote
Request, the Administrative Agent shall send to the Banks by telex or facsimile
transmission an “Invitation for Money Market Quotes” substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance
with this Section.


(d)           Submission and Contents of Money
Market Quotes.  1.  Each Bank may submit a Money Market Quote
containing an offer or offers to make Money Market Loans in response to any
Invitation for Money Market Quotes.  Each
Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Administrative Agent by telex or facsimile
transmission at its offices specified in or pursuant to Section 9.1 not later
than (x) 2:00 P.M. (New York City time) on the fourth Euro-Currency Business
Day prior to, but excluding, the proposed date of Borrowing, in the case of a
IBOR Auction or (y) 9:30 A.M. (New York City time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Administrative Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Money Market Quote Request for the first IBOR Auction or Absolute Rate Auction
for which such change is to be effective); provided that Money Market Quotes
submitted by the Administrative Agent (or any affiliate of the Administrative
Agent) in the capacity of a Bank may be submitted, and may only be submitted,
if the Administrative Agent or such affiliate notifies the Borrower of the
terms of the offer or offers contained therein not later than (x) one hour
prior to the deadline for the other Banks, in the case of an IBOR Auction or
(y) one hour prior to the deadline for the other Banks, in the case of an
Absolute Rate Auction.  Subject to
Articles III and VI, any Money Market Quote so made shall be irrevocable except
with the written consent of the Administrative Agent given on the instructions
of the Borrower.


2.             Each Money Market Quote shall be in
substantially the form of Exhibit D hereto and shall in any case specify:



 32
 






 



(i)            the proposed date of Borrowing,


(ii)           the principal amount of the Money
Market Loan for which each such offer is being made, which principal amount (w)
may be greater than or less than the Commitment of the quoting Bank, (x) must
be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the
principal amount of Money Market Loans for which offers were requested and (z)
may be subject to an aggregate limitation as to the principal amount of Money
Market Loans for which offers being made by such quoting Bank may be accepted,


(iii)          the Interest Period(s) with respect to
which each such offer is being made,


(iv)          in the case of an IBOR Auction, the
margin above or below the applicable Base Euro-Currency Rate (the “Money
Market Margin”) offered for each such Money Market Loan, expressed as a
percentage (specified to the nearest 1/10,000th of 1%) to be added to or
subtracted from such base rate,


(v)           in the case of an Absolute Rate
Auction, the rate of interest per annum (specified to the nearest 1/10,000th of
1%) (the “Money Market Non-IBOR Rate”) offered for each such Money
Market Loan, and


(vi)          the identity of the quoting Bank.


A Money Market Quote may
set forth up to five separate offers by the quoting Bank with respect to each
Interest Period specified in the related Invitation for Money Market Quotes.


3.             Any Money Market Quote shall be
disregarded if it:


(i)            is not substantially in conformity
with Exhibit D hereto or does not specify all of the information required by
subsection (d)(2) above;


(ii)           contains qualifying, conditional or
similar language (except for an aggregate limitation as provided in subsection
(d)(2)(ii) above);


(iii)          proposes terms other than or in
addition to those set forth in the applicable Invitation for Money Market
Quotes; or


(iv)          arrives after the time set forth in
subsection (d)(1).


(e)           Notice to Borrower.  The Administrative Agent shall promptly (and
in any event within one (1) Business Day (or Euro-Currency Business Day in the
case of an IBOR Auction) after receipt thereof) notify the Borrower in writing
of the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote submitted
by such Bank with respect to the same Money Market Quote Request.  Any such subsequent Money Market Quote shall
be disregarded by the Administrative Agent unless such subsequent Money Market
Quote is submitted solely to correct a manifest error in such former Money
Market Quote or modifies the terms of



 33
 






 



such previous
Money Market Quote to provide terms more favorable to Borrower.  The Administrative Agent’s notice to the
Borrower shall specify (A) the aggregate principal amount of Money Market Loans
for which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the respective principal amounts and
Money Market Margins or Money Market Non-IBOR Rates, as the case may be, so
offered and (C) if applicable, limitations on the aggregate principal amount of
Money Market Loans for which offers in any single Money Market Quote may be
accepted.


(f)            Acceptance and Notice by Borrower.  Not later than 1:00 P.M. (New York City time)
on (x) the third Euro-Currency Business Day prior to, but excluding, the
proposed date of Borrowing, in the case of an IBOR Auction or (y) the proposed
date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first IBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Administrative Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to subsection (e).  In the case of acceptance, such notice (a “Notice
of Money Market Borrowing”) shall specify the aggregate principal amount of
offers for each Interest Period that are accepted.  The Borrower may accept any Money Market
Quote in whole or in part; provided that:


1.             the aggregate principal amount of each Money Market
Borrowing may not exceed the applicable amount set forth in the related Money
Market Quote Request;


2.             the principal amount of each Money Market Borrowing must
be $5,000,000 or a larger multiple of $1,000,000;


3.             the lowest remaining offered Money Market Margin or
Money Market Non-IBOR Rate, as the case may be, must be accepted prior to any
higher offered Money Market Margin or Money Market Non-IBOR Rate, as the case
may be, until the aggregate principal amount of such Money Market Borrowing is
covered; and


4.             the Borrower may not accept any offer that is described
in subsection (d)(3) or that otherwise fails to comply with the requirements of
this Agreement.


(g)           Allocation by Agent.  If offers are made by two or more Banks with
the same Money Market Margins or Money Market Non-IBOR Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Banks as nearly as possible
(in multiples of $100,000, as the Administrative Agent may deem appropriate) in
proportion to the aggregate principal amounts of such offers.  The Administrative Agent shall promptly (and
in any event within one (1) Business Day (or Euro-Currency Business Day in the
case of an IBOR Auction) after such offers are accepted) notify the Borrower
and each such Bank in writing of any such allocation of



 34
 






 



Money Market
Loans. Determinations by the Administrative Agent of the allocation of Money
Market Loans shall be conclusive in the absence of manifest error.


(h)           Notwithstanding anything to the
contrary contained herein, each Bank shall be required to fund its Pro Rata
Share of Committed Loans in accordance with Section 2.1 hereof despite the fact
that any Bank’s Commitment may have been or may be exceeded as a result of such
Bank’s making of Money Market Loans.


SECTION 2.5.  Notice to Banks; Funding of Loans.


(a)           Upon receipt of a Notice of Borrowing
from Borrower in accordance with Section 2.2 hereof, the Administrative Agent
shall, on the date such Notice of Borrowing is received by the Administrative
Agent, notify each applicable Bank of the contents thereof and of such Bank’s
share of such Borrowing, of the interest rate applicable thereto and the
Interest Period(s) (if different from those requested by the Borrower) and such
Notice of Borrowing shall not thereafter be revocable by the Borrower, unless
Borrower shall pay any applicable expenses pursuant to Section 2.14.


(b)           Not later than 2:00 p.m. (New York
City time or, in the case of any Alternate Currency Borrowing, London time) on
the date of each Committed Borrowing (including without limitation each
Mandatory Borrowing) as indicated in the applicable Notice of Borrowing, each
Bank shall (except as provided in subsection (d) of this Section) make
available its Pro Rata Share of such Committed Borrowing in Federal funds or
the applicable Alternate Currency immediately available in New York, New York
(or, in the case of any Alternate Currency Borrowing, the principal financial
center of the Alternate Currency in question), to the Administrative Agent at
its address referred to in Section 9.1. 
If the Borrower has requested the issuance of a Letter of Credit, no
later than 1:00 p.m. (New York City time) on the date of such issuance as
indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank
shall issue such Letter of Credit for the amount so requested and deliver the
same to, or as directed in writing by, the Borrower, with a copy thereof to the
Administrative Agent.  Immediately upon
the issuance of each Letter of Credit by the Fronting Bank, the Fronting Bank
shall be deemed to have sold and transferred to each other Bank, and each such
other Bank shall be deemed, and hereby agrees, to have irrevocably and
unconditionally purchased and received from the Fronting Bank, without recourse
or warranty, an undivided interest and a participation in such Letter of
Credit, any drawing thereunder, and its obligation to pay its Pro Rata Share
with respect thereto, and any security therefor or guaranty pertaining thereto,
in an amount equal to such Bank’s ratable share thereof.  Upon any change in any of the Commitments in
accordance herewith, there shall be an automatic adjustment to such
participations to reflect such changed shares. 
The Fronting Bank shall have the primary obligation to fund any and all
draws made with respect to such Letter of Credit notwithstanding any failure of
a participating Bank to fund its ratable share of any such draw.  The Administrative Agent will instruct the
Fronting Bank to make such Letter of Credit available to the Borrower and the
Fronting Bank shall make such Letter of Credit available to the Borrower, at
its aforesaid address or at such address in the United States or at such
address in Europe, the United Kingdom, Canada or the United States as the
Borrower shall request on the date of Borrowing.


 



 35














 


(c)           Not later than 3:00 p.m. (New York
City time) on the date of each Swingline Borrowing as indicated in the
applicable Notice of Borrowing, the Swingline Lender shall make available such
Swingline Borrowing in Federal funds immediately available in New York, New
York to the Administrative Agent at its address referred to in Section 9.1.


(d)           Unless the Administrative Agent shall
have received notice from a Bank prior to the time of any Borrowing that such
Bank will not make available to the Administrative Agent such Bank’s share of
such Borrowing, the Administrative Agent may assume that such Bank has made
such share available to the Administrative Agent on the date of such Borrowing
in accordance with this Section 2.5 and the Administrative Agent may, in reliance
upon such assumption, but shall not be obligated to, make available to the
Borrower on such date a corresponding amount on behalf of such Bank.  If and to the extent that such Bank shall not
have so made such share available to the Administrative Agent, such Bank agrees
to repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, at the Federal Funds Rate with respect
to Dollar Loans and at the Administrative Agent’s cost of funds for the applicable
Alternate Currency with respect to Alternate Currency Loans, for each day from
the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent. 
If such Bank shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Bank’s Loan included in
such Borrowing for purposes of this Agreement. 
If such Bank shall not pay to Administrative Agent such corresponding
amount after reasonable attempts are made by Administrative Agent to collect
such amounts from such Bank, Borrower agrees to repay to Administrative Agent
forthwith on demand such corresponding amounts together with interest thereto,
for each day from the date such amount is made available to Borrower until the
date such amount is repaid to Administrative Agent, at the interest rate
applicable thereto one (1) Business Day after demand.  Nothing contained in this Section 2.5(d)
shall be deemed to reduce the Commitment of any Bank or in any way affect the
rights of Borrower with respect to any defaulting Bank or Administrative
Agent.  The failure of any Bank to make
available to the Administrative Agent such Bank’s share of any Borrowing in
accordance with Section 2.5(b) hereof shall not relieve any other Bank of its
obligations to fund its Commitment, in accordance with the provisions hereof.
In addition, until such time as such Bank shall make available to the
Administrative Agent such Bank’s share of any Borrowing in accordance with
Section 2.5(b) hereof or shall repay to the Administrative Agent all amounts
due to it, as applicable, unless such failure is subject to a good faith
dispute as to whether such advance or reimbursement is properly required to be
made pursuant to the provisions of this Agreement, such Bank shall not have the
right to approve or consent to any matter requiring such approval or consent
hereunder.


(e)           Subject to the provisions hereof, the
Administrative Agent shall make available each Borrowing to Borrower in Federal
funds or the applicable Alternate Currency immediately available in accordance
with, and on the date set forth in, the applicable Notice of Borrowing.



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SECTION
2.6.  Notes.


(a)           The Loans of each Bank shall be
evidenced by a single Note made by the Borrower payable to the order of such
Bank for the account of its Applicable Lending Office.


(b)           Each Bank may, by notice to the
Borrower and the Administrative Agent, request that its Loans of a particular
type (including, without limitation, Swingline Loans and Money Market Loans) be
evidenced by a separate Note in an amount equal to the aggregate unpaid
principal amount of such Loans. Any additional costs incurred by the
Administrative Agent, the Borrower or the Banks in connection with preparing
such a Note shall be at the sole cost and expense of the Bank requesting such
Note. In the event any Loans evidenced by such a Note are paid in full prior to
the Maturity Date, any such Bank shall return such Note to Borrower.  Each such Note shall be in substantially the
form of Exhibit A hereto with appropriate modifications to reflect the fact
that it evidences solely Loans of the relevant type.  Upon the execution and delivery of any such
Note, any existing Note payable to such Bank shall be returned to Borrower and
replaced or modified accordingly.  Each
reference in this Agreement to the “Note” of such Bank shall be deemed to refer
to and include any or all of such Notes, as the context may require.


(c)           Upon receipt of any Bank’s Note
pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to
such Bank.  Each Bank shall record the
date, amount, currency, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower, with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the appropriate schedule appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding; provided that the failure of any Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes.  Each Bank
is hereby irrevocably authorized by the Borrower so to endorse its Note and to
attach to and make a part of its Note a continuation of any such schedule as
and when required.


(d)           The Committed Loans shall mature, and
the principal amount thereof shall be due and payable, on the Maturity
Date.  The Swingline Loans shall mature,
and the principal amount thereof shall be due and payable, in accordance with
Section 2.3(b)(iii).


(e)           Each Money Market Loan included in
any Money Market Borrowing shall mature, and the principal amount thereof shall
be due and payable, together with accrued interest thereon, on the earlier to
occur of (i) last day of the Interest Period applicable to such Borrowing or
(ii) the Maturity Date.


(f)            There shall be no more than ten (10)
Euro-Currency Groups of Loans and no more than ten (10) Money Market Loans
outstanding at any one time.


SECTION 2.7.  Method of Electing Interest Rates.  (a) 
The Loans included in each Committed Borrowing shall bear interest
initially at the type of rate specified by the Borrower, in the applicable
Notice of Borrowing or as otherwise provided in Section 2.3 with respect to
Mandatory Borrowings.  Thereafter, the
Borrower may from time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject



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in each case to the
provisions of Article VIII and without affecting the currency of any particular
Loan), as follows:


(i)            if such Loans are Base Rate Loans,
the Borrower may elect to convert all or any portion of such Loans to
Euro-Currency Loans or Loans bearing interest at the Offered Rate as of any
Euro-Currency Business Day;


(ii)           if such Loans are Euro-Currency Loans
or Loans bearing interest at the Offered Rate, the Borrower may elect to
convert all or any portion of such Loans to Base Rate Loans (if such Loans are
Dollar Loans) and/or elect to continue all or any portion of such Loans as Euro-Currency
Loans for an additional Interest Period or additional Interest Periods, in each
case effective on the last day of the then current Interest Period applicable
to such Loans, or on such other date designated by Borrower in the Notice of
Interest Rate Election provided Borrower shall pay any losses pursuant to
Section 2.14.


Each such election shall
be made by delivering a notice (a “Notice of Interest Rate Election”) to
the Administrative Agent at least three (3) Euro-Currency Business Days prior
to, but excluding, the effective date of the conversion or continuation
selected in such notice.  A Notice of
Interest Rate Election may, if it so specifies, apply to only a portion of the
aggregate principal amount of the relevant Group of Loans; provided that (i)
such portion is allocated ratably among the Loans comprising such Group, (ii)
the portion to which such Notice applies, and the remaining portion to which it
does not apply, are each in the minimum amounts required hereby, (iii) no
Committed Loan may be continued as, or converted into, a Euro-Currency Loan
when any Event of Default has occurred and is continuing, provided, however,
that if and for so long as Borrower shall have an Investment Grade Rating from
S&P and Moody’s, if Borrower shall so request and the Required Banks shall
so elect, then a Committed Loan may be continued as, or converted into, a
Euro-Currency Loan when any Event of Default has occurred and is continuing,
and (iv) no Interest Period shall extend beyond the Maturity Date.


(b)           Each Notice of Interest Rate Election
shall specify:


(i)            the Group of Loans (or portion
thereof) to which such notice applies;


(ii)           the date on which the conversion or
continuation selected in such notice is to be effective, which shall comply
with the applicable clause of subsection (a) above;


(iii)          if the Loans comprising such Group are
to be converted, the new type of Loans and, if such new Loans are Euro-Currency
Loans, the duration of the initial Interest Period applicable thereto; and


(iv)          if such Loans are to be continued as
Euro-Currency Loans for an additional Interest Period, the duration of such
additional Interest Period.



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Each Interest
Period specified in a Notice of Interest Rate Election shall comply with the
provisions of the definition of Interest Period.


(c)           Upon receipt of a Notice of Interest
Rate Election from the Borrower pursuant to subsection (a) above, the
Administrative Agent shall notify each Bank with Loans affected thereby the
same day as it receives such Notice of Interest Rate Election of the contents
thereof, the interest rates determined pursuant thereto and the Interest
Periods (if different from those requested by the Borrower) and such notice
shall not thereafter be revocable by the Borrower.  If the Borrower fails to deliver a timely
Notice of Interest Rate Election to the Administrative Agent for any Group of
Euro-Currency Loans, such Dollar Loans shall be converted into Base Rate Loans
on the last day of the then current Interest Period applicable thereto and such
Alternate Currency Loans shall be continued as Euro-Currency Loans with an
Interest Period of 1 month.


SECTION 2.8.  Interest Rates.


(a)           Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until the date it is repaid or converted into a
Euro-Currency Loan pursuant to Section 2.7, at a rate per annum equal to sum of
the Base Rate plus the Applicable Margin for Base Rate Loans for such day.


(b)           Each Euro-Currency Loan shall
bear interest on the outstanding principal amount thereof, for each day during
the Interest Period applicable thereto, at a rate per annum equal to the sum of
the Applicable Margin for Euro-Currency Loans for such day plus the
Euro-Currency Rate applicable to such Interest Period.


(c)           Subject to Section 8.1, each Money
Market IBOR Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the sum of the Base Euro-Currency Rate for such Interest Period (determined
in accordance with Section 2.8(b) as if the related Money Market IBOR Borrowing
were a Euro-Dollar Borrowing) plus (or minus) the Money Market Margin
quoted by the Bank making such Loan in accordance with Section 2.4.  Each Money Market Non-IBOR Rate Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the Money Market
Non-IBOR Rate quoted by the Bank making such Loan in accordance with Section
2.4.  Any overdue principal of or
interest on any Money Market Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the Base Rate until such
failure shall become an Event of Default and thereafter at a rate per annum
equal to the sum of 2% plus the Base Rate for such day.


(d)           In the event that, and for so long
as, any Event of Default shall have occurred and be continuing, any overdue
principal amount of the Loans, and, to the extent permitted by applicable law,
overdue interest and fees in respect of all Loans, shall bear interest at the
annual rate equal to the sum of the Base Rate and two percent (2%), or, if any
Committed Loan shall have been continued as, or converted into, a Euro-Currency
Loan, then, as to such Loan only, the sum of the Euro-Currency Rate and the
Applicable Margin for Euro-Currency Loans, and two percent (2%)  (collectively, the “Default Rate”).



 39
 






 



 


(e)           The Administrative Agent shall
determine each interest rate applicable to the Loans hereunder.  The Administrative Agent shall give prompt
notice to the Borrower and the Banks of each rate of interest so determined,
and its determination thereof shall be conclusive in the absence of
demonstrable error.


(f)            Interest on all Loans bearing interest
at the Base Rate or the Offered Rate shall be payable on the first Business Day
of each calendar month.  Interest on all
Loans bearing interest based on the Euro-Currency Rate shall be payable on the
last Euro-Currency Business Day of the applicable Interest Period, and, in the
case of Interest Periods longer than three months, on the last Euro-Currency
Business Day of each three-month period from commencement.


SECTION 2.9.  Fees.


(a)           Facility Fee.  For the period beginning on the date hereof
and ending on the date the Obligations are paid in full and this Agreement is
terminated (the “Facility Fee Period”), the Borrower shall pay to the
Administrative Agent for the account of the Banks ratably in proportion to
their respective Commitments a facility fee on the aggregate Commitments,
regardless of usage, at the Applicable Fee Percentage.  In the event that the Commitments are
terminated but Loans or Letters of Credit remain outstanding, then, the
facility fee shall be paid on the aggregate outstanding Loans and Letter of
Credit Usage. The facility fee shall be payable in arrears on the last Business
Day of each March, June, September and December during the Facility Fee Period
and on the Maturity Date.


(b)           Letter of Credit Fee.  During the Term, the Borrower shall pay to
the Administrative Agent, for the account of the Banks in proportion to their
interests in respect of issued and undrawn Letters of Credit, a fee (a “Letter
of Credit Fee”) in an amount, provided that no Event of Default shall have
occurred and be continuing, equal to a rate per annum equal to the then
percentage per annum of the Applicable Margin with respect to Euro-Currency
Loans, on the daily average of such issued and undrawn Letters of Credit, which
fee shall be payable, in arrears, on the last Business Day of each March, June,
September and December during the Term and on the Maturity Date.  From the occurrence, and during the
continuance, of an Event of Default, such fee shall be increased to be equal to
two percent (2%) per annum on the daily average of such issued and undrawn
Letters of Credit.


(c)           Fronting Bank Fee.  The Borrower shall pay any Fronting Bank, for
its own account, a fee (a “Fronting Bank Fee”) at a rate per annum equal
to the greater of (i) 0.10% of the daily average issued and undrawn amount of
each outstanding Letter of Credit issued by such Fronting Bank and (ii) $1,000,
which fee shall be in addition to and not in lieu of, the Letter of Credit
Fee.  The Fronting Bank Fee shall be
payable in arrears on the last Business Day of each March, June, September and
December during the Term and on the Maturity Date.


(d)           Fees Non-Refundable.  All fees set forth in this Section 2.9 shall
be deemed to have been earned on the date payment is due in accordance with the
provisions hereof and shall be non-refundable. 
The obligation of the Borrower to pay such fees in



 40
 






 



accordance with
the provisions hereof shall be binding upon the Borrower and shall inure to the
benefit of the Administrative Agent and the Banks regardless of whether any
Loans are actually made.


SECTION 2.10.  Maturity Date.  The term (the “Term”) of the
Commitments (and each Bank’s obligations to make Loans and to participate in
Letters of Credit hereunder) shall terminate and expire, and the Borrower shall
return or cause to be returned all Letters of Credit to the Fronting Bank on
the Maturity Date.  Upon the date of the
termination of the Term, any Loans then outstanding (together with accrued
interest thereon and all other Obligations) shall be due and payable on such
date.


SECTION 2.11.  Optional Prepayments.


(a)           The Borrower may, upon at least one
(1) Business Day’s notice to the Administrative Agent, prepay any Group of Base
Rate Loans, Loans bearing interest at the Offered Rate or any Money Market
Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole
at any time, or from time to time in part in amounts aggregating One Million
Dollars ($1,000,000) or more, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment.  The Borrower may, from time to time on any
Business Day so long as prior notice is given to the Administrative Agent and
Swingline Lender no later than 1:00 p.m. (New York City time) on the day on
which Borrower intends to make such prepayment, prepay any Swingline Loans in
whole or in part in amounts aggregating $100,000 or a higher integral multiple
of $100,000 (or, if less, the aggregate outstanding principal amount of all
Swingline Loans then outstanding) by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment.  Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Banks (or the Swingline
Lender in the case of Swingline Loans) included in such Group or Borrowing.


(b)           The Borrower may, upon at least three
(3) Euro-Currency Business Days’ notice to the Administrative Agent, given no
later than 1:00 p.m. (New York time, with respect to Dollar denominated Loans,
and London time, with respect to Alternate Currency Loans) pay all, or from
time to time in part in amounts aggregating the Dollar Equivalent Amount of
approximately Five Million Dollars ($5,000,000) or more, of any Euro-Currency
Loan as of the last day of the Interest Period applicable thereto.  Except as provided in Article 8 and except
with respect to any Euro-Currency Loan which has been converted to a Base Rate
Loan pursuant to Section 8.2, 8.3 or 8.5 hereof, the Borrower may not prepay
all or any portion of the principal amount of any Euro-Currency Loan prior to
the end of the Interest Period applicable thereto unless the Borrower shall
also pay any applicable expenses pursuant to Section 2.14.  The Borrower may not prepay all or any
portion of the principal amount of any Money Market Loan prior to the end of
the Interest Period applicable thereto without the consent of all applicable
Designated Lenders and Banks.  Any such
prepayment shall be given on or prior to the third (3rd)  Euro-Currency Business Day prior to, but
excluding, the date of prepayment to the Administrative Agent.  Each such optional prepayment shall be
applied to prepay ratably the Loans of the Banks included in any Group of
Euro-Currency Loans, except that any Euro-Currency Loan which has been
converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.5 hereof may be



 41
 






 



prepaid without ratable
payment of the other Loans in such Group of Loans which have not been so
converted.


(c)           The Borrower may at any time return
any undrawn Letter of Credit to the Fronting Bank in whole, but not in part,
and the Fronting Bank within a reasonable period of time shall give the
Administrative Agent and each of the Banks notice of such return.


(d)           The Borrower may at any time and from
time to time cancel all or any part of the Dollar Commitments or the
Multi-Currency Commitments in amounts aggregating Twenty Five Million Dollars
($25,000,000) or a larger multiple of $1,000,000 by the delivery to the
Administrative Agent of a notice of cancellation within the applicable time
periods set forth in Sections 2.11(a) and (b) if there are Loans then
outstanding or, if there are no Loans outstanding at such time as to which the
Commitments with respect thereto are being canceled, upon at least three (3)
Business Day’s  (or, with respect to the
Multi-Currency Commitments, three (3) Euro-Currency Business Day’s) notice to
the Administrative Agent, whereupon, in either event, all or such portion of
the Commitments, as applicable, shall terminate as to the applicable Banks, pro
rata on the date set forth in such notice of cancellation, and, if there are
any Loans then outstanding, Borrower shall prepay, as applicable, all or such
portion of Loans outstanding on such date in accordance with the requirements
of Section 2.11(a) and (b).  In no event
shall the Borrower be permitted to cancel Commitments for which a Letter of
Credit has been issued and is outstanding unless the Borrower returns (or
causes to be returned) such Letter of Credit to the Fronting Bank. Borrower
shall be permitted to designate in its notice of cancellation which Loans, if
any, are to be prepaid. A reduction of the Commitments pursuant to this Section
2.11(d) shall not effect a reduction in the Swingline Commitment (unless so
elected by the Borrower) until the aggregate Commitments have been reduced to
an amount equal to the Swingline Commitment. Notwithstanding the foregoing,
however, at no time may the Borrower reduce the Commitments to an amount less
than $400,000,000 unless the Borrower shall cancel all the Commitments.


(e)           Any amounts so prepaid pursuant to
Section 2.11 (a) or (b) may be reborrowed. In the event Borrower elects to
cancel all or any portion of the Commitments and the Swingline Commitment
pursuant to Section 2.11(d) hereof, such amounts may not be reborrowed.


SECTION 2.12.  Mandatory Prepayments.  The Administrative Agent shall calculate the
Dollar Equivalent Amount of any Loan denominated in an Alternate Currency at
the time of each Borrowing thereof and on the last Business Day of each
calender quarter during each Interest Period longer than three months in
duration applicable thereto.  If at any
such time the Dollar Equivalent Amount of the sum of (i) all outstanding
Alternate Currency Loans, (ii) all outstanding Dollar Loans made against the
Multi-Currency Commitment, (iii) the Letter of Credit Usage in respect of all
outstanding Alternate Currency Letters of Credit, and (iv) the Letter of Credit
Usage in respect of all outstanding Letters of Credit denominated in Dollars
issued against the Multi-Currency Commitment, as determined by the
Administrative Agent in accordance with the terms of this Agreement, in the
aggregate, exceeds 105% of the Multi-Currency Facility Amount, Borrower, within



 42
 






 



three (3) Business Days
after notice thereof from the Administrative Agent, shall repay all or a
portion of such Loans, otherwise in accordance with the applicable terms of
this Agreement, in such amount so that, following the making of such payment,
the Dollar Equivalent Amount outstanding of such Loans and Letter of Credit
Usage does not exceed the Multi-Currency Facility Amount.


SECTION 2.13.  General Provisions as to Payments.


(a)           The Borrower shall make each payment
of the principal of and interest on the Loans and fees hereunder, without
set-off or counterclaim, by initiating a wire transfer not later than 1:00 P.M.
(New York City time or local time in the principal financial center of the
Alternate Currency in question, as applicable) on the date when due, or, with
respect to Money Market Loans, fund such payment of the principal of and
interest on the Loans and fees hereunder such that the Designating Lender shall
receive payment from Administrative Agent by 12:00 P.M. (New York City time),
of Federal or other appropriate funds immediately available in New York, New York,
or, in the case of any Alternate Currency, the principal financial center of
the Alternate Currency in question, to the Administrative Agent at its address
referred to in Section 9.1.  The
Administrative Agent will promptly (and in any event within one (1) Business
Day after receipt thereof) distribute to each Bank its ratable share (or
applicable share with respect to Money Market Loans) of each such payment
received by the Administrative Agent for the account of the Banks.  If and to the extent that the Administrative
Agent shall receive any such payment for the account of the Banks on or before
11:00 A.M. (New York City time or local time in the principal financial center
of the Alternate Currency in question, as applicable) on any Business Day (or Euro-Currency
Business Day, as applicable), and Administrative Agent shall not have
distributed to any Bank its applicable share of such payment on such day,
Administrative Agent shall distribute such amount to such Bank together with
interest thereon, for each day from the date such amount should have been
distributed to such Bank until the date Administrative Agent distributes such
amount to such Bank, at the Federal Funds Rate with respect to Dollar
denominated Loans and at the Administrative Agent’s cost of funds for the
applicable Alternate Currency with respect to Alternate Currency Loans.  Whenever any payment of principal of, or
interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a
day which is not a Business Day, the date for payment thereof shall be extended
to the next succeeding Business Day. 
Whenever any payment of principal of, or interest on, the Euro-Currency
Loans shall be due on a day which is not a Euro-Currency Business Day, the date
for payment thereof shall be extended to the next succeeding Euro-Currency
Business Day unless such Euro-Currency Business Day falls in another calendar
month, in which case the date for payment thereof shall be the immediately
preceding Euro-Currency Business Day. 
Whenever any payment of principal of, or interest on, the Money Market
Non-IBOR Rate Loans shall be due on a day which is not a Business Day, the date
for payment thereof shall be extended  to
the next succeeding Business Day. 
Whenever any payment of principal of, or interest on, the Money Market
IBOR Loans shall be due on a day which is not a Euro-Currency Business Day, the
date for payment thereof shall be extended 
to the next succeeding Euro-Currency Business Day.  If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable
for such extended time.



 43
 






 



 


(b)           Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment
is due to the Banks hereunder that the Borrower will not make such payment in
full, the Administrative Agent may assume that the Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such Bank.  If and to the extent that the Borrower shall
not have so made such payment, each Bank shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative Agent,
at the Federal Funds Rate.


SECTION 2.14.  Funding Losses.  If the Borrower makes any payment of
principal with respect to any Euro-Currency Loan or Money Market IBOR Loan
(pursuant to Article II, VI or VIII or otherwise) on any day other than the
last day of the Interest Period applicable thereto, or if the Borrower fails to
borrow any Euro-Currency Loans or Money Market IBOR Loans after notice has been
given to any Bank in accordance with Section 2.4(f) or 2.5(a), as applicable,
or if Borrower shall deliver a Notice of Interest Rate Election specifying that
a Euro-Currency Loan shall be converted on a date other than the first (1st)
day of the then current Interest Period applicable thereto, the Borrower shall
reimburse each Bank within 15 days after certification by such Bank of such
loss or expense (which shall be delivered by each such Bank to Administrative
Agent for delivery to Borrower) for any resulting loss (based on interest only,
exclusive of fees, if any) or expense incurred by it (or by an existing
Participant in the related Loan), including, without limitation, any loss
incurred in obtaining, liquidating or employing deposits from third parties,
but excluding loss of margin for the period after any such payment or failure
to borrow, provided that such Bank shall have delivered to Administrative Agent
and Administrative Agent shall have delivered to the Borrower a certification
as to the amount of such loss or expense, which certification shall set forth
in reasonable detail the basis for and calculation of such loss or expense and
shall be conclusive in the absence of demonstrable error.


SECTION 2.15.  Computation of Interest and Fees.  Interest based on the Prime Rate  or for Euro-Currency Loans denominated in
British Pounds Sterling hereunder shall be computed on the basis of a year of
365 days (or, in the case of interest based on the Prime Rate only, 366 days in
a leap year) and paid for the actual number of days elapsed (including the
first day but excluding the last day). 
All other interest and fees shall be computed on the basis of a year of
360 days and paid for the actual number of days elapsed (including the first
day but excluding the last day).


SECTION 2.16.  Use of Proceeds.  The Borrower shall use the proceeds of the
Loans for general corporate purposes, including, without limitation, the
origination, acquisition and funding of Loan Assets, Credit Tenant Lease Assets
and other investments, repayment of the Existing Facility and for general
working capital needs of the Borrower; provided, however, that no Swingline
Loan shall be used for the purpose of refinancing another Swingline Loan, in
whole or part.



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SECTION 2.17.  Letters of Credit.


(a)           Subject to the terms contained in
this Agreement and the other Loan Documents, upon the receipt of a notice in
accordance with Section 2.2(b) requesting the issuance of a Letter of Credit,
the Fronting Bank shall issue a Letter of Credit or Letters of Credit in such
form as is reasonably acceptable to the Borrower (subject to the provisions of
Section 2.2(b)) in an amount or amounts equal to the amount or amounts requested
by the Borrower; provided that, in the case of (i) Alternate Currency Letter(s)
of Credit, the Fronting Bank shall issue the same in the Alternate Currency
requested and (ii) Dollar Letter(s) of Credit, the Fronting Bank shall issue
the same in Dollars.


(b)           Each Letter of Credit shall be issued
in the minimum amount of the Dollar Equivalent Amount of approximately
Five  Hundred Thousand Dollars ($500,000)
or such lesser amount as may be agreed to by the Fronting Bank.


(c)           The Letter of Credit Usage shall be
no more than Two Hundred Million Dollars ($200,000,000).


(d)           Without the consent of the
Administrative Agent, there shall be no more than ten (10) Letters of Credit
outstanding at any one time.


(e)           In the event of any request for a
drawing under any Letter of Credit by the beneficiary thereunder, the Fronting
Bank shall notify the Borrower and the Administrative Agent (and the
Administrative Agent shall notify each Bank thereof) on the same Business Day
as such request for drawing, and, except as provided in this subsection (e),
the Borrower shall reimburse the Fronting Bank, in immediately available funds,
on the same day on which such drawing is honored in an amount equal to the
Dollar Equivalent Amount of such drawing. 
Notwithstanding anything contained herein to the contrary, however,
unless the Borrower shall have notified the Administrative Agent and the
Fronting Bank prior to 1:00 P.M. (New York City time) on the Business Day
immediately preceding the date of such drawing that the Borrower intends to
reimburse the Fronting Bank for the amount of the Dollar Equivalent Amount of
such drawing with funds other than the proceeds of the Loans, the Borrower
shall be deemed to have timely given a Notice of Borrowing pursuant to Section
2.2 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on
the date on which such drawing is honored and in an amount equal to the such
drawing.  Each Bank shall, in accordance
with Section 2.5(b), make available its pro rata share of such Borrowing to the
Administrative Agent, the proceeds of which shall be applied directly by the
Administrative Agent to reimburse the Fronting Bank for the amount equal to the
Dollar Equivalent Amount of such draw. 
Notwithstanding anything contained herein to the contrary, however, in
the case of Alternate Currency Letters of Credit, Borrower shall reimburse any
drawing thereunder in the Alternate Currency in which such Alternate Currency
Letter of Credit is denominated and any deemed Notice of Borrowing pursuant to
the provisions of this Section 2.17(e) shall likewise be in the Alternate
Currency in which such Alternate Currency Letter of Credit is denominated; provided,
however, that if (x) any such drawing is made at a time when there
exists an Event of Default or (y) Borrower shall not have notified the
Administrative Agent and Fronting Bank prior to 11 a.m. (New York time) at
least two (2) Euro-Currency Business



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Days immediately prior to
such drawing that Borrower intends to reimburse Fronting Bank in the applicable
Alternate Currency, then, in either such case, such reimbursement shall instead
be made by payment in Dollars of the Dollar Equivalent Amount of such drawing
and in immediately available funds.  In
the event that any Bank fails to make available to the Fronting Bank the amount
of such Bank’s participation on the date of a drawing, the Fronting Bank shall
be entitled to recover such amount on demand from such Bank together with
interest at the Federal Funds Rate commencing on the date such drawing is
honored.


(f)            If, at the time a beneficiary under
any Letter of Credit requests a drawing thereunder, an Event of Default as
described in Section 6.1(f) or Section 6.1(g) shall have occurred and is
continuing, then on the date on which the Fronting Bank shall have honored such
drawing, the Borrower shall have an unreimbursed obligation (the “Unreimbursed
Obligation”) to the Fronting Bank in an amount equal to the amount of such
drawing, which amount shall bear interest 
at the annual rate of the sum of the Base Rate plus two percent
(2%).  Each Bank shall purchase an
undivided participating interest in such drawing in an amount equal to its pro
rata share of the Commitments, and upon receipt thereof the Fronting Bank shall
deliver to such Bank an Unreimbursed Obligation participation certificate dated
the date of the Fronting Bank’s receipt of such funds and in the amount of such
Bank’s pro rata share.


(g)           If, after the date hereof, any change
in any law or regulation or in the interpretation thereof by any court or
administrative or governmental authority charged with the administration
thereof shall either (i) impose, modify or deem applicable any reserve, special
deposit or similar requirement against letters of credit issued by, or assets
held by, or deposits in or for the account of, or participations in any letter
of credit, upon any Bank (including the Fronting Bank) or (ii) impose on any
Bank any other condition regarding this Agreement or such Bank (including the
Fronting Bank) as it pertains to the Letters of Credit or any participation
therein and the result of any event referred to in the preceding clause (i) or
(ii) shall be to increase, by an amount deemed by the Fronting Bank or such
Bank to be material, the cost to the Fronting Bank or any Bank of issuing or maintaining
any Letter of Credit or participating therein, then the Borrower shall pay to
the Fronting Bank or such Bank, within 15 days after written demand by such
Bank (with a copy to the Administrative Agent), which demand shall be
accompanied by a certificate showing, in reasonable detail, the calculation of
such amount or amounts, such additional amounts as shall be required to
compensate the Fronting Bank or such Bank for such increased costs or reduction
in amounts received or receivable hereunder. 
Each Bank will promptly notify the Borrower and the Administrative Agent
of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Bank to compensation pursuant to this Section 2.17(g) and
will designate a different Applicable Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the reasonable judgment of such Bank, be otherwise disadvantageous to such
Bank.  If such Bank shall fail to notify
Borrower of any such event within 90 days following the end of the month during
which such event occurred, then Borrower’s liability for any amounts described
in this Section incurred by such Bank as a result of such event shall be
limited to those attributable to the period occurring subsequent to the
ninetieth (90th) day prior to, but excluding, the date upon which such Bank
actually notified Borrower of the occurrence of such event.  A certificate of any Bank claiming



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compensation under this
Section 2.17(g) and setting forth a reasonably detailed calculation of the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of demonstrable error.  In
determining such amount, such Bank may use any reasonable averaging and
attribution methods.


(h)           The Borrower hereby agrees to
protect, indemnify, pay and save the Fronting Bank harmless from and against
any and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable and documented attorneys’ fees and
disbursements) which the Fronting Bank may incur or be subject to as a result
of (i) the issuance of the Letters of Credit, other than to the extent of the
bad faith, gross negligence or wilful misconduct of the Fronting Bank or (ii)
the failure of the Fronting Bank to honor a drawing under any Letter of Credit
as a result of any act or omission, whether rightful or wrongful, of any
present or future de  jure or de  facto government or
governmental authority (collectively, “Governmental Acts”), other than
to the extent of the bad faith, gross negligence or wilful misconduct of the
Fronting Bank.  As between the Borrower
and the Fronting Bank, the Borrower assumes all risks of the acts and omissions
of any beneficiary with respect to its use, or misuses of, the Letters of
Credit issued by the Fronting Bank. In furtherance and not in limitation of the
foregoing, the Fronting Bank shall not be responsible (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
such Letters of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or insufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of any such Letter of Credit to comply fully with conditions
required in order to draw upon such Letter of Credit, other than as a result of
the bad faith, gross negligence or wilful misconduct of the Fronting Bank; (iv)
for errors, omissions, interruptions or delays in transmission or delivery of
any message, by mail, cable, telegraph, facsimile transmission, or otherwise;
(v) for errors in interpretation of any technical terms; (vi) for any loss or
delay in the transmission or otherwise of any documents required in order to
make a drawing under any such Letter of Credit or of the proceeds thereof;
(vii) for the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of such Letter of Credit; and (viii) for any consequence arising
from causes beyond the control of the Fronting Bank, including any Government
Acts, in each case other than to the extent of the bad faith, gross negligence
or willful misconduct of the Fronting Bank. 
None of the above shall affect, impair or prevent the vesting of the
Fronting Bank’s rights and powers hereunder. 
In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Fronting
Bank under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith, shall not put the
Fronting Bank under any resulting liability to the Borrower; provided that,
notwithstanding anything in the foregoing to the contrary, the Fronting Bank
will be liable to the Borrower for any damages suffered by the Borrower or its
Subsidiaries as a result of the Fronting Bank’s grossly negligent or wilful
failure to pay under any Letter of Credit after the presentation to it of a
sight draft and certificates strictly in compliance with the terms and
conditions of such Letter of Credit.


 



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(i)            If the Fronting Bank or the
Administrative Agent is required at any time, pursuant to any bankruptcy,
insolvency, liquidation or reorganization law or otherwise, to return to the
Borrower any reimbursement by the Borrower of any drawing under any Letter of
Credit, each Bank shall pay to the Fronting Bank or the Administrative Agent,
as the case may be, its pro rata share of such payment, but without interest
thereon unless the Fronting Bank or the Administrative Agent is required to pay
interest on such amounts to the person recovering such payment, in which case
with interest thereon, computed at the same rate, and on the same basis, as the
interest that the Fronting Bank or the Administrative Agent is required to pay.


(j)            Notwithstanding anything in this
Agreement to the contrary, the Banks acknowledge that the letters of credit
previously issued pursuant to the Existing Agreement by JPMorgan Chase Bank and
Bank of America, N.A. and more particularly described on Schedule 2.17 attached
hereto and made a part hereof, shall be deemed to be Letters of Credit
hereunder for all purposes of this Agreement.


SECTION 2.18.  Letter of Credit Usage Absolute.  The obligations of the Borrower under this
Agreement in respect of any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement (as the same may be amended from time to time) and any Letter of
Credit Documents (as hereinafter defined) under all circumstances, including,
without limitation, to the extent permitted by law, the following
circumstances:


(a)           any lack of validity or
enforceability of any Letter of Credit or any other agreement or instrument
relating thereto (collectively, the “Letter of Credit Documents”) or any
Loan Document;


(b)           any change in the time, manner or
place of payment of, or in any other term of, all or any of the obligations of
the Borrower in respect of the Letters of Credit or any other amendment or
waiver of or any consent by the Borrower to departure from all or any of the
Letter of Credit Documents or any Loan Document; provided, that the
Fronting Bank shall not consent to any such change or amendment unless
previously consented to in writing by the Borrower;


(c)           any exchange, release or
non-perfection of any collateral, or any release or amendment or waiver of or
consent to departure from any guaranty, for all or any of the obligations of
the Borrower in respect of the Letters of Credit;


(d)           the existence of any claim, set-off,
defense or other right that the Borrower may have at any time against any
beneficiary or any transferee of a Letter of Credit (or any Persons for whom
any such beneficiary or any such transferee may be acting), the Administrative
Agent, the Fronting Bank or any Bank (other than a defense based on the bad
faith, gross negligence or wilful misconduct of the Administrative Agent, the
Fronting Bank or such Bank) or any other Person, whether in connection with the
Loan Documents, the transactions contemplated hereby or by the Letters of
Credit Documents or any unrelated transaction;



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(e)           any draft or any other document
presented under or in connection with any Letter of Credit or other Loan
Document proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; provided,
that payment by the Fronting Bank under such Letter of Credit against
presentation of such draft or document shall not have been the result of the
bad faith, gross negligence or wilful misconduct of the Fronting Bank;


(f)            payment by the Fronting Bank against
presentation of a draft or certificate that does not strictly comply with the
terms of the Letter of Credit; provided, that such payment shall not
have been the result of the bad faith, gross negligence or wilful misconduct of
the Fronting Bank; and


(g)           any other circumstance or happening
whatsoever other than the payment in full of all obligations hereunder in
respect of any Letter of Credit or any agreement or instrument relating to any
Letter of Credit, whether or not similar to any of the foregoing, that might
otherwise constitute a defense available to, or a discharge of, the Borrower; provided,
that such other circumstance or happening shall not have been the result of bad
faith, gross negligence or wilful misconduct of the Fronting Bank.


SECTION
2.19.  Letters of Credit Maturing
after the Maturity Date.


(a)           Notwithstanding anything contained
herein to the contrary, if any Letters of Credit, by their terms, shall mature
after the Maturity Date (as the same may be extended), then, on and after the
Maturity Date, the provisions of this Agreement shall remain in full force and
effect with respect to such Letters of Credit, and the Borrower shall comply
with the provisions of Section 2.19(b). No Letter of Credit shall mature on a
date that is more than twelve (12) months after the Maturity Date.


(b)           If, at any time and from time to
time, any Letter of Credit shall have been issued hereunder and the same shall
expire on a date after the Maturity Date, then, on the date that is fifteen
(15) days prior to the Maturity Date, the Borrower shall pay to the
Administrative Agent, on behalf of the Banks, in same day funds at the
Administrative Agent’s office designated in such demand, for deposit in the
Letter of Credit Collateral Account, Letter of Credit Collateral in an amount
equal to the Letter of Credit Usage with respect to Letters of Credit issued in
Dollars and 110% of the Dollar Equivalent Amount of the Letter of Credit Usage
with respect to Alternate Currency Letters of Credit. Interest shall accrue on
the Letter of Credit Collateral Account in accordance with the provisions of
Section 6.4.


(c)           From and after the Maturity Date, the
Administrative Agent shall calculate, in accordance with the terms of this
Agreement, the Dollar Equivalent Amount of any outstanding Alternate Currency
Letters of Credit on the last Business Day of each calender quarter.  If at any such time 110% of the Dollar
Equivalent Amount of the Letter of Credit Usage, so determined by the
Administrative Agent, exceeds the amount in the Letter of Credit Collateral
Account attributable to the Alternate Currency Letters of Credit, Borrower,
within three (3) Business Days after notice thereof from the Administrative
Agent, shall deposit any such shortfall in the Letter of Credit Collateral
Account.



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SECTION
2.20.  Designated Borrowers.


(a)           The Borrower may at any time, upon
not less than 15 Business Days’ notice from the Borrower to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in
its sole discretion but in no event less than ten (10) Business Days),
designate any foreign Subsidiary of the Borrower (an “Applicant Borrower”)
to receive Loans hereunder by delivering to the Administrative Agent (which
shall promptly deliver counterparts thereof to each Bank) a duly executed
notice and agreement in substantially the form of Exhibit H (a “Designated
Borrower Request and Assumption Agreement”).  The parties hereto acknowledge and agree that
prior to any Applicant Borrower becoming entitled to utilize the credit
facilities provided for herein the Administrative Agent shall have received
such supporting resolutions, incumbency certificates, opinions of counsel and
other documents or information (including, without limitation, all such
documents or information required to comply with the Patriot Act), in each case
consistent with the documents and information required to be delivered
hereunder with respect to the Borrower on the Closing Date (but with such differences
as may be appropriate in light of applicable local law), and Notes signed by
such new Borrowers to the extent any Banks so require, as well as a guaranty of
such new Borrowers’ obligations hereunder by the Borrower in form and substance
reasonably acceptable to the Administrative Agent.  If the Administrative Agent and any one or
more Banks (it being understood and agreed that no Bank shall have any
obligation to lend to a Designated Borrower unless it shall agree to do so
under this Section 2.20) agree that an Applicant Borrower shall be entitled to
receive Loans hereunder, then promptly following receipt of all such requested
resolutions, incumbency certificates, opinions of counsel and other documents
or information, the Administrative Agent shall send a notice in substantially
the form of Exhibit I  (a “Designated
Borrower Notice”) to the Borrower and the Banks specifying the effective
date upon which the Applicant Borrower shall constitute a Designated Borrower
for purposes hereof, whereupon each of such Banks agrees to permit such
Designated Borrower to receive Loans hereunder on the terms and conditions set
forth herein, and each of the parties agrees that such Designated Borrower
otherwise shall be a Borrower for all purposes of this Agreement. Following the
giving of any notice pursuant to this Section 2.20(a), if the designation of
such Applicant Borrower obligates the Administrative Agent or any Bank to
comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it,
the Borrower, promptly upon request by the Administrative Agent or any other
Bank, shall provide such documentation and other evidence as is reasonably
requested by the Administrative Agent of any such Bank in order for the
Administrative Agent or such Bank to comply with all such identification
procedures.


(b)           Each Subsidiary of the Borrower that
is or becomes a “Designated Borrower” pursuant to this Section 2.20 hereby
irrevocably appoints the Borrower as it agent for all purposes relevant to this
Agreement and each of the other Loan Documents, including (i) the giving and
receipt of notices and (ii) the execution and delivery of all documents,
instruments and certificates contemplated herein and all modifications
hereto.  Any acknowledgment, consent,
direction, certification or other action which might otherwise be valid or
effective if given or taken only by the Borrower on behalf of any Designated
Borrower shall also be valid and effective if given or taken by a Designated



 50
 






 



Borrower whether or not
the Borrower joins thereto.  Any notice,
demand, consent, acknowledgment, direction, certification or other
communication delivered to the Borrower in accordance with the terms of this
Agreement shall be deemed to have been delivered to each Designated Borrower.
If the Borrower shall designate as a Designated Borrower any Subsidiary that is
not organized under the laws of the United States or any State thereof, any
Bank that has elected to participate in the funding of the applicable
Alternative Currency, with notice to the Administrative Agent and the Borrower,
may cause an Affiliate of such Bank to act as the Bank in respect of such
Designated Borrower (and such Bank, to the extent of Loans made to, and
participations in Letters of Credit issued for the account of such Designated
Borrower, shall be deemed for all purposes hereof to have assigned pro tanto
such Loans and advances to such Affiliate in compliance with the provisions of
Section 9.6).


(c)           The Borrower from time to time, upon
not less than 15 Business Days’ notice from the Borrower to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in
its sole discretion), may terminate a Designated Borrower’s status as such,
provided that there are no outstanding Loans or Letters of Credit payable by
such Designated Borrower, or other amounts payable by such Designated Borrower
on account of any Loans made to it, in each case as of the effective date of
such termination.  The Administrative
Agent will promptly notify the Banks of any such termination of a Designated
Borrower’s status.


(d)           At Borrower’s request, Administrative
Agent and the Lenders shall enter into an amendment to this Agreement in order
to allocate one or more portions of the Commitments to certain Designated
Borrowers to be borrowed in any Alternate Currencies as may be agreed upon by
the Lenders which elect to fund Loans in any such tranche.


(e)           Notwithstanding any provision of this
Section 2.20 or any other provision of the Loan Documents to the contrary, no
Designated Borrower shall be jointly or severally liable for, or obligated to
guarantee or provide any other credit support for, any of the Obligations of
Borrower or any direct or indirect parent of such Designated Borrower that
becomes a party to this Agreement and is organized and existing under the laws
of any jurisdiction within the United States.


ARTICLE III


CONDITIONS


SECTION 3.1.  Closing.  The Closing Date shall occur on the date when
each of the following conditions is satisfied (or waived in writing by the
Administrative Agent and the Banks), each document to be dated the Closing Date
unless otherwise indicated:


(a)           the Borrower as of the Closing Date
shall have executed and delivered to the Administrative Agent a Note for the
account of each Bank dated on or before the Closing Date complying with the
provisions of Section 2.6;



 51
 






 



(b)           the Borrower and the Administrative
Agent and each of the Banks shall have executed and delivered to the Borrower
and the Administrative Agent a duly executed original of this Agreement;


(c)           the Borrower shall have repaid in
full the Existing Facility, which shall be deemed automatically superseded and
terminated upon the effectiveness of this Agreement;


(d)           the Administrative Agent shall have
received opinions of (i) Clifford Chance US LLP, special counsel for the
Borrower, and (ii) Geoffrey Dugan, Esq., in-house counsel for the Borrower,
each acceptable to the Administrative Agent, the Banks and their counsel;


(e)           the Administrative Agent shall have
received all documents the Administrative Agent may reasonably request relating
to the existence of the Borrower as of the Closing Date, the authority for and
the validity of this Agreement and the other Loan Documents, the incumbency of
officers executing this Agreement and the other Loan Documents and any other
matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent.  Such documentation
shall include, without limitation, the articles of incorporation of Borrower,
as amended, modified or supplemented to the Closing Date, certified to be true,
correct and complete by a senior officer of Borrower as of a date not more than
ten (10) days prior to the Closing Date, together with a good standing
certificate as to Borrower from the Secretary of State (or the equivalent
thereof) of Maryland, to be dated not more than thirty (30) days prior to the
Closing Date;


(f)            the Borrower shall have executed a
solvency certificate acceptable to the Administrative Agent;


(g)           the Administrative Agent shall have
received all certificates, agreements and other documents and papers referred
to in this Section 3.1 and the Notice of Borrowing referred to in Section 3.2,
if applicable, unless otherwise specified, in sufficient counterparts,
satisfactory in form and substance to the Administrative Agent in its
reasonable discretion;


(h)           the Borrower shall have taken all
actions required to authorize the execution and delivery of this Agreement and
the other Loan Documents and the performance thereof by the Borrower;


(i)            the Banks shall be satisfied that
the Borrower is not subject to any present or contingent Environmental Claim,
and the Borrower shall have delivered a certificate so stating;


(j)            the Administrative Agent shall have
received, for its and any other Bank’s account, all fees due and payable
pursuant to Section 2.9 hereof on or before the Closing Date, and the
reasonable and documented fees and expenses accrued through the Closing Date of
Skadden, Arps, Slate, Meagher & Flom LLP shall have been paid to Skadden,
Arps, Slate, Meagher & Flom LLP;



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(k)           the Borrower shall have delivered
copies of all consents, licenses and approvals, if any, required in connection
with the execution, delivery and performance by the Borrower, and the validity
and enforceability, of the Loan Documents, or in connection with any of the
transactions contemplated thereby, and such consents, licenses and approvals
shall be in full force and effect;


(l)            no Default or Event of Default shall
have occurred; and


(m)          the Borrower shall have delivered a
certificate in form acceptable to Administrative Agent showing compliance with
the requirements of Section 5.8 as of the Closing Date.


SECTION 3.2.  Borrowings.  The obligation of any Bank to make a Loan or
to participate in any Letter of Credit issued by the Fronting Bank and the
obligation of the Fronting Bank to issue a Letter of Credit or the obligation
of the Swingline Lender to make a Swingline Loan on the occasion of any Borrowing
is subject to the satisfaction of the following conditions:


(a)           receipt by the Administrative Agent
of a Notice of Borrowing as required by Section 2.2 or Section 2.3(b)(i) or a
Notice of Money Market Borrowing as required by Section 2.4(f) or a request to
cause a Fronting Bank to issue a Letter of Credit pursuant to Section 2.17;


(b)           immediately after giving effect to
such Borrowing, the aggregate outstanding principal amount of the Loans plus
the Letter of Credit Usage will not exceed the aggregate amount of the
Commitments;


(c)           no Default or Event of Default shall
have occurred and be continuing both before and after giving effect to the
making of such Loans or the issuance of such Letter of Credit;


(d)           the representations and warranties of
the Borrower contained in this Agreement (other than representations and
warranties which expressly speak as of a different date, which representations
and warranties shall be true and correct in all material respects as of such
different date) shall be true and correct in all material respects on and as of
the date of such Borrowing both before and after giving effect to the making of
such Loans; and


(e)           no event, act or condition shall have
occurred after the Closing Date which, in the reasonable judgment of the Required
Banks, has had or is likely to have a Material Adverse Effect.


Each Borrowing hereunder
or issuance of a Letter of Credit hereunder shall be deemed to be a
representation and warranty by the Borrower on the date of such Borrowing as to
the facts specified in clauses (b), (c), (d) and (e) (to the extent that
Borrower is or should have been aware of any Material Adverse Effect) of this
Section. In the event that any representation or warranty (as set forth in
clause (d) would be materially inaccurate, the Borrower shall disclose the same
in writing by Borrower to the Banks, provided, however,



 53
 






 



that the Borrower may
only change such representation or warranty with the prior written consent of
the Required Banks.  Notwithstanding
anything to the contrary, no Borrowing or issuance of a Letter of Credit shall
be permitted if such Borrowing or issuance of a Letter of Credit would cause
Borrower to fail to be in compliance with any of the covenants contained in
this Agreement or in any of the other Loan Documents.


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES


In order to induce
the Administrative Agent and each of the other Banks which is or may become a
party to this Agreement to make the Loans and/or issue or participate in
Letters of Credit, the Borrower makes the following representations and
warranties as of the Closing Date and, in accordance with Section 3.2(d)
hereof, as of each Borrowing or issuance of a Letter of Credit.  Such representations and warranties shall
survive the effectiveness of this Agreement, the execution and delivery of the
other Loan Documents and the making of the Loans.


SECTION 4.1.  Existence and Power.  The Borrower is a corporation, duly formed,
validly existing and in good standing under the laws of the State of Maryland
and has all powers and all material governmental licenses, authorizations,
consents and approvals required to own its property and assets and carry on its
business as now conducted or as it presently proposes to conduct and has been
duly qualified and is in good standing in every jurisdiction in which the
failure to be so qualified and/or in good standing is likely to have a Material
Adverse Effect.


SECTION 4.2.  Power and Authority.  The Borrower has the requisite power and
authority to execute, deliver and carry out the terms and provisions of each of
the Loan Documents to which it is a party and has taken all necessary action,
if any, to authorize the execution and delivery on behalf of the Borrower and
the performance by the Borrower of the Loan Documents to which it is a
party.  The Borrower has duly executed
and delivered each Loan Document to which it is a party in accordance with the
terms of this Agreement, and each such Loan Document constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with
its terms, except as enforceability may be limited by applicable insolvency,
bankruptcy or other similar laws affecting creditors rights generally, or
general principles of equity, whether such enforceability is considered in a
proceeding in equity or at law.


SECTION 4.3.  No Violation.  Neither the execution, delivery or
performance by or on behalf of the Borrower of the Loan Documents to which it
is a party, nor compliance by the Borrower with the terms and provisions
thereof nor the consummation of the transactions contemplated by such Loan
Documents, (i) will materially contravene any applicable provision of any law,
statute, rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality, (ii) will materially conflict with or result in
any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation



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to create or impose) any
Lien upon any of the property or assets of the Borrower or any of its
Consolidated Subsidiaries pursuant to the terms of, any indenture, mortgage,
deed of trust, or other agreement or other instrument to which the Borrower (or
of any partnership of which the Borrower is a partner) or any of its
Consolidated Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it is subject (except for such breaches and
defaults under loan agreements which the lenders thereunder have agreed to
forbear pursuant to valid forbearance agreements), or (iii) will cause a
material default by the Borrower under any organizational document of any
Person in which the Borrower has an interest, or cause a material default under
the Borrower’s agreement or certificate of limited partnership, the
consequences of which conflict, breach or default would have a Material Adverse
Effect, or result in or require the creation or imposition of any Lien
whatsoever upon any Property (except as contemplated herein).


SECTION 4.4.  Financial Information.  (a) 
The consolidated balance sheet of Borrower and its Consolidated
Subsidiaries as of December 31, 2005, for the Fiscal Year then ended, reported
on by PricewaterhouseCoopers LLP fairly present, in conformity with GAAP, the
consolidated financial position of Borrower and its Consolidated Subsidiaries
as of such date and the consolidated results of operations and cash flows for
such Fiscal Year.


(b)           Since December 31, 2005, (i) except
as may have been disclosed in writing to the Banks prior to the Closing Date,
nothing has occurred having a Material Adverse Effect, and (ii) except as set
forth on Schedule 4.4(b), Borrower has not incurred any material
Indebtedness or guaranteed any Indebtedness on or before the Closing Date.


SECTION 4.5.  Litigation. There is no action, suit
or proceeding pending against, or to the knowledge of the Borrower threatened
against or affecting, (i) the Borrower or any of its Consolidated Subsidiaries,
(ii) the Loan Documents or any of the transactions contemplated by the Loan
Documents or (iii) any of the assets of the Borrower or any of its Consolidated
Subsidiaries, before any court or arbitrator or any governmental body, agency
or official in which there is a reasonable possibility of an adverse decision
which could, individually, or in the aggregate have a Material Adverse Effect
or which in any manner draws into question the validity of this Agreement or
the other Loan Documents.


SECTION 4.6.  Compliance with ERISA.  (a) 
Except as set forth on Schedule 4.6 attached hereto, Borrower is
not a member of nor has entered into, maintained, contributed to, or been
required to contribute to, or may incur any liability with respect to any Plan
or Multiemployer Plan.  In the event that
at any time after the Closing Date, Borrower shall become a member of any other
material Plan or Multiemployer Plan, Borrower promptly shall notify the
Administrative Agent thereof (and from and after such notice, Schedule 4.6
shall be deemed modified thereby).


(b)           No assets of Borrower constitute “assets”
(within the meaning of ERISA or Section 4975 of the Code, including, but not
limited to, 29 C.F.R. § 2510.3-101 or any successor regulation thereto) of
an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan”
within the meaning of Section 4975(e)(1) of the Code.  In addition to the prohibitions set forth in
this Agreement and the other Loan Documents,



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and not in
limitation thereof, Borrower covenants and agrees that Borrower shall not use
any “assets” (within the meaning of ERISA or Section 4975 of the Code,
including but not limited to 29 C.F.R. § 2510.3-101) of an “employee
benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within
the meaning of Section 4975(e)(1) of the Code to repay or secure the Note, the
Loan, or the Obligations.


SECTION 4.7.  Environmental.  The Borrower conducts reviews of the effect
of Environmental Laws on the business, operations and properties of the
Borrower and its Consolidated Subsidiaries when necessary in the course of
which it identifies and evaluates associated liabilities and costs (including,
without limitation, any capital or operating expenditures required for clean-up
or closure of properties presently owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental protection
standards imposed by law or as a condition of any license, permit or contract,
any related constraints on operating activities, and any actual or potential
liabilities to third parties, including, without limitation, employees, and any
related costs and expenses).  On the
basis of this review, the Borrower has reasonably concluded that such
associated liabilities and costs, including, without limitation, the costs of
compliance with Environmental Laws, are unlikely to have a Material Adverse
Effect.


SECTION 4.8.  Taxes. 
The Borrower and its Consolidated Subsidiaries 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 the Borrower, or any
Consolidated Subsidiary, except (i) such taxes, if any, as are reserved
against in accordance with GAAP, (ii) such taxes as are being contested in
good faith by appropriate proceedings or (iii) such tax returns or such
taxes, the failure to file when due or to make payment when due and payable
will not have, in the aggregate, a Material Adverse Effect. The charges,
accruals and reserves on the books of the Borrower and its Consolidated
Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.


SECTION 4.9.  Full Disclosure.  All information heretofore furnished by the
Borrower to the Administrative Agent and all the Banks for purposes of or in
connection with this Agreement or any transaction contemplated hereby or
thereby is true and accurate in all material respects on the date as of which
such information is stated or certified; provided that, with respect to
projected financial information, the Borrower represents and warrants only that
such information represents the Borrower’s expectations regarding future
performance, based upon historical information and reasonable assumptions, it
being understood, however, that actual results may differ from the projected
results described in the financial projections. 
The Borrower has disclosed to the Administrative Agent, in writing any
and all facts which have or may have (to the extent the Borrower can now
reasonably foresee) a Material Adverse Effect.


SECTION 4.10.  Solvency.  On the Closing Date and after giving effect
to the transactions contemplated by the Loan Documents occurring on the Closing
Date, the Borrower will be Solvent.



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SECTION 4.11.  Use of Proceeds.  All proceeds of the Loans will be used by the
Borrower only in accordance with the provisions hereof.  Neither the making of any Loan nor the use of
the proceeds thereof will violate or be inconsistent with the provisions of
regulations T, U, or X of the Federal Reserve Board.


SECTION 4.12.  Governmental Approvals.  No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with the
execution, delivery and performance of any Loan Document or the consummation of
any of the transactions contemplated thereby other than those that have already
been duly made or obtained and remain in full force and effect or those which,
if not made or obtained, would not have a Material Adverse Effect;


SECTION 4.13.  Investment Company Act.  Neither the Borrower nor any Consolidated
Subsidiary is (x) an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended,
or (y) subject to any other federal or state law or regulation which purports
to restrict or regulate its ability to borrow money.


SECTION 4.14.  Principal Offices.  As of the Closing Date, the principal office,
chief executive office and principal place of business of the Borrower is 1114
Avenue of the Americas, New York, NY 10036.


SECTION 4.15.  REIT Status. Borrower is qualified and
Borrower will continue to qualify as a real estate investment trust under the
Code.


SECTION 4.16.  Patents, Trademarks, etc.  The Borrower has obtained and holds in full
force and effect all patents, trademarks, servicemarks, trade names, copyrights
and other such rights, free from burdensome restrictions, which are necessary
for the operation of its business as presently conducted, the impairment of
which is likely to have a Material Adverse Effect.


SECTION 4.17.  Judgments.  As of the Closing Date, there are no final,
non-appealable judgments or decrees in an aggregate amount of Ten Million
Dollars ($10,000,000) or more entered by a court or courts of competent
jurisdiction against the Borrower or any Consolidated Subsidiary or, to the
extent such judgment would be recourse to Borrower or any of its Consolidated
Subsidiaries (other than judgments as to which, and only to the extent, a
reputable insurance company has acknowledged coverage of such claim in writing
or which have been paid or stayed).


SECTION 4.18.  No Default.  No Event of Default or, to the best of the
Borrower’s knowledge, Default exists under or with respect to any Loan Document
and the Borrower is not in default in any material respect beyond any
applicable grace period under or with respect to any other material agreement,
instrument or undertaking to which it is a party or by which it or any of its
property is bound in any respect, the existence of which default is likely to
result in a Material Adverse Effect.



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SECTION 4.19.  Licenses, etc.  The Borrower has obtained and does hold in
full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditation, easements, rights of way and
other consents and approvals which are necessary for the operation of its
businesses as presently conducted, the absence of which is likely to have a
Material Adverse Effect.


SECTION 4.20.  Compliance With Law.  To the Borrower’s knowledge, the Borrower and
each of its assets are in compliance in all material respects with all laws,
rules, regulations, orders, judgments, writs and decrees, the failure to comply
with which is likely to have a Material Adverse Effect.


SECTION 4.21.  No Burdensome Restrictions.  Except as may have been disclosed by the
Borrower in writing to the Banks prior to the Closing Date, the Borrower is not
a party to any agreement or instrument or subject to any other obligation or
any charter or corporate or partnership restriction, as the case may be, which,
individually or in the aggregate, is likely to have a Material Adverse Effect.


SECTION 4.22.  Brokers’ Fees.  The Borrower has not dealt with any broker or
finder with respect to the transactions contemplated by this Agreement or
otherwise in connection with this Agreement, and the Borrower has not done any
act, had any negotiations or conversation, or made any agreements or promises
which will in any way create or give rise to any obligation or liability for
the payment by the Borrower of any brokerage fee, charge, commission or other
compensation to any party with respect to the transactions contemplated by the
Loan Documents, other than the fees payable to the Administrative Agent and the
Banks, and certain other Persons as previously disclosed in writing to the
Administrative Agent.


SECTION 4.23.  Labor Matters.  Except as disclosed on Schedule 4.6,
there are no collective bargaining agreements or Multiemployer Plans covering
the employees of the Borrower or any member of the ERISA Group, and the
Borrower has not suffered any material strikes, walkouts, work stoppages or
other material labor difficulty within the last five years.


SECTION 4.24.  Insurance.  The Borrower currently maintains 100%
replacement cost insurance coverage (subject to customary deductibles) in
respect of each of its Real Property Assets, as well as commercial general
liability insurance (including, without limitation, “builders’ risk” where
applicable) against claims for personal, and bodily injury and/or death, to one
or more persons, or property damage, as well as workers’ compensation
insurance, in each case with respect to liability and casualty insurance with
insurers having an A.M. Best policyholders’ rating of not less than A-/VII in
amounts no less than customarily carried by owners of properties similar to,
and in the same locations as, Borrower’s Real Property Assets.


SECTION 4.25.  Organizational Documents.  The documents delivered pursuant to Section
3.1(e) constitute, as of the Closing Date, all of the organizational documents
(together with all amendments and modifications thereof) of the Borrower.  The 



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Borrower represents that
it has delivered to the Administrative Agent true, correct and complete copies
of each such document.


SECTION 4.26.  Unencumbered Assets and Indebtedness.  As of the date hereof, Schedule 1.1
accurately sets forth (i) total Unencumbered Assets, including total Qualifying
Encumbered Assets,  (ii) all Unsecured
Debt, and (iii) all Secured Debt secured by a Qualifying Encumbered  Asset. All of the information set forth on Schedule
1.1 is true and correct in all material respects.


ARTICLE V


AFFIRMATIVE AND
NEGATIVE COVENANTS


The Borrower
covenants and agrees that, so long as any Bank has any Commitment hereunder or
any Obligation remains unpaid:


SECTION 5.1.  Information.  The Borrower will deliver to each of the
Banks or post to Intralinks provided such information is not otherwise publicly
available:


(a)           as soon as available and in any event
within five (5) Business Days after the same is required to be filed with the
Securities and Exchange Commission (but in no event later than 95 days after
the end of each Fiscal Year of the Borrower) a consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal
Year and the related consolidated statements of Borrower’s operations and
consolidated statements of Borrower’s cash flow for such Fiscal Year, setting
forth in each case in comparative form the figures for the previous Fiscal Year
(if available), all reported in a manner acceptable to the Securities and
Exchange Commission on Borrower’s Form 10-K and reported on by
PricewaterhouseCoopers LLP or other independent public accountants of
nationally recognized standing;


(b)           (i) as
soon as available and in any event within five (5) Business Days after the same
is required to be filed with the Securities and Exchange Commission (but in no
event later than 50 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year of the Borrower), a consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal
Quarter and the related consolidated statements of Borrower’s operations and
consolidated statements of Borrower’s cash flow for such quarter and for the
portion of the Borrower’s Fiscal Year ended at the end of such Fiscal Quarter,
all reported in the form provided to the Securities and Exchange Commission on
Borrower’s Form 10-Q, together with (ii) such other information reasonably
requested by the Administrative Agent or any Bank;


(c)           simultaneously with the delivery of
each set of financial statements referred to in clauses (a) and (b) above, a
certificate of a financial officer of the Borrower (i) setting forth in
reasonable detail the calculations required to establish whether the Borrower was
in compliance with the requirements of Section 5.8 on the date of such
financial statements; (ii) certifying (x) that such financial statements fairly
present the financial condition and the results of operations of the Borrower
on the dates and for the 



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periods indicated, on the
basis of GAAP, with respect to the Borrower subject, in the case of interim
financial statements, to normally recurring year-end adjustments, and (y) that
such officer has reviewed the terms of the Loan Documents and has made, or
caused to be made under his or her supervision, a review in reasonable detail
of the business and condition of the Borrower during the period beginning on
the date through which the last such review was made pursuant to this Section
5.1(c) (or, in the case of the first certification pursuant to this Section
5.1(c), the Closing Date) and ending on a date not more than ten (10) Business
Days prior to, but excluding, the date of such delivery and that (1) on the
basis of such financial statements and such review of the Loan Documents, no
Event of Default existed under Section 6.1(b) with respect to Sections 5.8 and
5.9 at or as of the date of said financial statements, or with respect to
Section 5.8(a), at any time, and (2) on the basis of such review of the Loan
Documents and the business and condition of the Borrower, to the best knowledge
of such officer, as of the last day of the period covered by such certificate
no Default or Event of Default under any other provision of Section 6.1
occurred and is continuing or, if any such Default or Event of Default has
occurred and is continuing, specifying the nature and extent thereof and, the
action the Borrower proposes to take in respect thereof.  Such certificate shall set forth the
calculations required to establish the matters described in clauses (1) and (2)
above;


(d)           (i) within five (5) Business Days
after any officer of the Borrower obtains knowledge of any Default, if such
Default is then continuing, a certificate of the chief financial officer, or
other executive officer of the Borrower, setting forth the details thereof and
the action which the Borrower is taking or proposes to take with respect
thereto; and (ii) promptly and in any event within five (5) Business Days after
the Borrower obtains knowledge thereof, notice of (x) any litigation or
governmental proceeding pending or threatened against the Borrower or any
Consolidated Subsidiary or its directly or indirectly owned Real Property
Assets as to which there is a reasonable possibility of an adverse
determination and which, if adversely determined, is likely to individually or
in the aggregate, result in a Material Adverse Effect, and (y) any other event,
act or condition which is likely to result in a Material Adverse Effect;


(e)           promptly upon the mailing thereof to
the shareholders of Borrower generally, copies of all proxy statements so
mailed;


(f)            intentionally omitted;


(g)           promptly and in any event within
thirty (30) days, if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any “reportable event” (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an
intent to terminate, impose liability (other than for premiums under Section
4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a
copy of such 



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notice; (iv) applies for
a waiver of the minimum funding standard under Section 412 of the Code, a copy
of such application; (v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed
with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to
Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any
payment or contribution to any Plan or Multiemployer Plan or makes any
amendment to any Plan which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security, and, in the case of any
occurrence covered by any of clauses (i) through (vii) above, which occurrence
would reasonably be expected to result in a Material Adverse Effect, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take;


(h)           promptly and in any event within ten
(10) days after the Borrower obtains actual knowledge of any of the following
events, a certificate of the Borrower, executed by an officer of the Borrower,
specifying the nature of such condition, and the Borrower’s or, if the Borrower
has actual knowledge thereof, the Environmental Affiliate’s proposed initial
response thereto:  (i) the receipt by the
Borrower, or any of the Environmental Affiliates of any communication (written
or oral), whether from a governmental authority, citizens group, employee or
otherwise, that alleges that the Borrower, or any of the Environmental
Affiliates, is not in compliance with applicable Environmental Laws, and such
noncompliance is likely to have a Material Adverse Effect, (ii) the existence
of any Environmental Claim pending against the Borrower or any Environmental
Affiliate and such Environmental Claim is likely to have a Material Adverse
Effect or (iii) any release, emission, discharge or disposal of any Material of
Environmental Concern that is likely to form the basis of any Environmental
Claim against the Borrower or any Environmental Affiliate which in any such
event is likely to have a Material Adverse Effect;


(i)            promptly and in any event within
five (5) Business Days after receipt of any notices or correspondence from any
company or agent for any company providing insurance coverage to the Borrower
relating to any loss which is likely to result in a Material Adverse Effect,
copies of such notices and correspondence;


(j)            simultaneously with the delivery of
the information required by Sections 5.1(a) and (b), a statement of all
Qualifying Encumbered Assets and Secured Debt with respect to Qualifying
Encumbered Assets (in each case, on a Subsidiary by Subsidiary basis), as well
as the total amount of Unsecured Debt and Unencumbered Asset Value;


(k)           promptly and in any event within ten
(10) days after an event or events of default with respect to Non-Recourse
Indebtedness in an aggregate amount equal to or greater than $100,000,000 of
the Borrower, its Consolidated Subsidiaries and/or Borrower’s Share of
Non-Recourse Indebtedness of Investment Affiliates, Borrower shall deliver  to the Administrative Agent a recalculation
of the Consolidated Tangible Net Worth, reflecting the effects of such event or
events of default, as well as any other changes in the Borrower’s Consolidated
Tangible Net Worth; and



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(l)            from time to time such additional
information regarding the financial condition or operations of the Borrower and
its Subsidiaries as the Administrative Agent, at the request of any Bank, may
reasonably request in writing, so long as disclosure of such information could
not result in a violation of, or expose the Borrower or its Subsidiaries to any
material liability under, any applicable law, statute, ordinance or regulation
or any agreements with unaffiliated third parties that are binding on the Borrower
or any of its Subsidiaries or on any Property of any of them.


SECTION 5.2.  Payment of Obligations.  The Borrower and its Consolidated
Subsidiaries will pay and discharge, at or before maturity, all their
respective material obligations and liabilities including, without limitation,
any such material obligations pursuant to any agreement by which it or any of
its properties is bound, in each case where the failure to so pay or discharge
such obligations or liabilities is likely to result in a Material Adverse
Effect, and will maintain in accordance with GAAP, appropriate reserves for the
accrual of any of the same.


SECTION 5.3.  Maintenance of Property; Insurance; Leases.


(a)           The Borrower will keep, and will
cause each Consolidated Subsidiary to keep, all property useful and necessary
in its business, including without limitation each of its Real Property Assets
(for so long the same constitutes a Real Property Asset), in good repair,
working order and condition, ordinary wear and tear excepted, in each case
where the failure to so maintain and repair will have a Material Adverse
Effect.


(b)           The Borrower shall maintain, or cause
to be maintained, insurance described in Section 4.24 hereof with insurers
meeting the qualifications described therein, which insurance shall in any
event not provide for less coverage than insurance customarily carried by
owners of properties similar to, and in the same locations as, Borrower’s Real
Property Assets.  The Borrower will
deliver to the Administrative Agent (i) upon the reasonable request of the
Administrative Agent from time to time certificates of insurers evidencing the
insurance carried, (ii) within five (5) days of receipt of notice from any
insurer a copy of any notice of cancellation or material change in coverage
required by Section 4.24 from that existing on the date of this Agreement and
(iii) forthwith, notice of any cancellation or nonrenewal (without replacement)
of coverage by the Borrower.


SECTION 5.4.  Maintenance of Existence.  The Borrower will preserve, renew and keep in
full force and effect, its corporate existence and its rights, privileges and
franchises necessary for the normal conduct of its business unless the failure
to maintain such rights and franchises does not have a Material Adverse Effect.


SECTION 5.5.  Compliance with Laws.  The Borrower will, and will cause its
Consolidated Subsidiaries to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws,
and all zoning and building codes with respect to its Real Property Assets and
ERISA and the rules and regulations thereunder and all federal securities laws)
except where the necessity of compliance therewith is contested in good



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faith by appropriate
proceedings or where the failure to do so will not have a Material Adverse
Effect or expose Administrative Agent or Banks to any material liability
therefor.


SECTION 5.6.  Inspection of Property, Books and Records.  The Borrower will keep proper books of record
and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities in
conformity with GAAP, modified as required by this Agreement and applicable
law; and will permit representatives of any Bank, at such Bank’s expense, or
from and after an Event of Default, at Borrower’s expense, so long as
disclosure of such information could not result in a violation of, or expose
the Borrower or any of its Subsidiaries to any material liability under, any
applicable law, ordinance or regulation or any agreements with unaffiliated
third parties that are binding on the Borrower or any of its Subsidiaries, to
examine and make abstracts from any of its books and records and to discuss its
affairs, finances and accounts with its officers and independent public
accountants, all at such reasonable times during normal business hours, upon
reasonable prior notice and as often as may reasonably be desired.


SECTION 5.7.  Existence.  The Borrower shall do or cause to be done,
all things necessary to preserve and keep in full force and effect its and its
Consolidated Subsidiaries’ existence and its patents, trademarks, servicemarks,
tradenames, copyrights, franchises, licenses, permits, certificates,
authorizations, qualifications, accreditation, easements, rights of way and
other rights, consents and approvals the nonexistence of which is likely to
have a Material Adverse Effect.


SECTION 5.8.  Financial Covenants.


(a)           Minimum Consolidated Tangible Net
Worth.  The Consolidated Tangible Net
Worth of the Borrower determined in conformity with GAAP will at no time be
less than the sum of One Billion Eight Hundred Million Dollars
($1,800,000,000.00) and sixty five percent (65%) of the Net Offering Proceeds
(other than proceeds used within thirty (30) days after the issuance giving
rise to such Net Offering Proceeds to redeem, retire or repurchase ownership or
equity interests in Borrower, up to the amount paid by Borrower in connection
with such redemption, retirement or repurchase, where, for the avoidance of
doubt, the net effect is that Borrower shall not have increased its
Consolidated Tangible Net Worth as a result of any such proceeds) received by
the Borrower subsequent to the Closing Date.


(b)           Total Indebtedness to Net Worth.  As of the last day of each Fiscal Quarter,
the ratio of Total Indebtedness to the Borrower’s Net Worth shall be equal to
or less than 3.75:1.00.


(c)           EBITDA to Fixed Charges Ratio.  The ratio of EBITDA to Fixed Charges, for the
then most recently completed four (4) consecutive Fiscal Quarters, shall be
equal to or greater than 1.50:1.00.



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(d)           Unencumbered Pool.  The ratio of the Unencumbered Asset Value to
Unsecured Debt, as of the last day of each Fiscal Quarter, shall be equal to or
greater than 1.25:1.00.


(e)           Dividends.  For so long as no Event of Default shall have
occurred and be outstanding, Borrower will not pay any dividends to holders of
common equity in the Borrower  in excess
of the greater of (x) 110% of Adjusted Earnings for the then most recently
completed four (4) consecutive Fiscal Quarters, and (y) such amounts as are
necessary to enable the Borrower to maintain the Borrower’s status as a real
estate investment trust. For so long as an Event of Default shall have occurred
and be outstanding, Borrower will not, as determined on an aggregate annual
basis, pay any dividends in excess of those amounts required to be paid in
order for the Borrower to maintain its status as a real estate investment
trust.


SECTION 5.9.  Restriction on Fundamental Changes.  (a) 
Borrower shall not enter into any merger or consolidation without
obtaining the prior written consent thereto in writing of the Required Banks,
unless the Borrower is the surviving entity, and the same will not result in
the occurrence of an Event of Default. 
Borrower shall not liquidate, wind-up or dissolve (or suffer any
liquidation or dissolution), discontinue its business or convey, lease, sell,
transfer or otherwise dispose of, in one transaction or series of transactions,
all or substantially all of its business or property, whether now or hereafter
acquired.


(b)           The Borrower shall not amend its
articles of incorporation, by-laws, or other organizational documents in any
manner that would have a Material Adverse Effect without the Required Banks’
consent.


SECTION 5.10.  Changes in Business.  Borrower’s primary business will not be
substantially different from that conducted by Borrower on the Closing Date and
shall include ownership and management of Credit Tenant Lease Assets and Loan
Assets.  The Borrower shall carry on its
business operations through the Borrower and its Consolidated Subsidiaries and
its Investment Affiliates.


SECTION 5.11.  Borrower Status.  Borrower shall at all times (i) remain a
publicly traded company listed for trading on the New York Stock Exchange (or
another nationally recognized stock exchange), and (ii) maintain its status as
a self-directed and self-administered REIT under the Code.


SECTION 5.12.  Other Indebtedness.  Borrower shall not incur or maintain any
Secured Debt which is Recourse Debt in excess of an amount equal to 20% of
Consolidated Tangible Net Worth. Any Indebtedness maintained or incurred by any
Subsidiary of Borrower that is Recourse Debt of such Subsidiary shall be deemed
to be Secured Debt for purposes of Section 5.8 hereof.


SECTION 5.13.  Forward Equity Contracts.  Borrower shall not enter into any forward
equity contracts.



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ARTICLE VI


DEFAULTS


SECTION 6.1.  Events of Default.  An “Event of Default” shall have occurred if
one or more of the following events shall have occurred and be continuing:


(a)           the Borrower shall fail to (i) pay
when due any principal of any Loan, or (ii) the Borrower shall fail to pay when
due interest on any Loan or any fees or any other amount payable to
Administrative Agent or the Banks hereunder and the same shall continue for a
period of five (5) days after the same becomes due;


(b)           the Borrower shall fail to observe or
perform any covenant contained in Section 5.8, Section 5.9, Section 5.10,
Section 5.11 or Section 5.12;


(c)           the Borrower shall fail to observe or
perform any covenant or agreement contained in this Agreement (other than those
covered by clause (a), (b), (e), (f), (g), (h), (i), (m) or (n) of this Section
6.1) for 30 days after written notice thereof has been given to the Borrower by
the Administrative Agent; or if such default is of such a nature that it cannot
with reasonable effort be completely remedied within said period of thirty (30)
days such additional period of time as may be reasonably necessary to cure
same, provided Borrower commences such cure within said thirty (30) day period
and diligently prosecutes same, until completion, but in no event shall such
extended period exceed ninety (90) days;


(d)           any representation, warranty,
certification or statement made by the Borrower in this Agreement or in any
certificate, financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect in any material respect when made
(or deemed made) and, with respect to such representations, warranties,
certifications or statements not known by the Borrower at the time made or
deemed made to be incorrect, the defect causing such representation or warranty
to be incorrect in a material respect when made (or deemed made) is not
removed, corrected or cured within thirty (30) days after the earlier of
written notice thereof from Administrative Agent to Borrower and the Borrower
otherwise obtains knowledge thereof;


(e)           the Borrower or any Subsidiary shall
default in the payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) of any amount owing in respect
of any Recourse Debt (other than the Obligations) for which the aggregate
outstanding principal amounts exceed Seventy-Five Million Dollars ($75,000,000)
and such default shall continue beyond the giving of any required notice and
the expiration of any applicable grace period and such default has not been
waived, in writing, by the holder of any such Debt; or the Borrower or any
Subsidiary shall default in the performance or observance of any obligation or
condition with respect to any such Recourse Debt or any other event shall occur
or condition exist beyond the giving of any required notice and the expiration
of any applicable grace period, if the effect of such default, event or
condition is to accelerate the maturity of any such indebtedness or to permit
(without any further requirement of notice or lapse of time) the holder or
holders



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thereof, or any
trustee or agent for such holders, to accelerate the maturity of any such
indebtedness;


(f)            the Borrower or any Consolidated
Subsidiary of Borrower or any Investment Affiliate of Borrower to which, either
individually or in the aggregate, $100,000,000 or more of Borrower’s
Consolidated Tangible Net Worth is attributable, shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidate, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any action to authorize any of the foregoing;


(g)           an involuntary case or other
proceeding shall be commenced against the Borrower or any Consolidated
Subsidiary of Borrower or any Investment Affiliate of Borrower to which, either
individually or in the aggregate, $100,000,000 or more of Borrower’s
Consolidated Tangible Net Worth is attributable, seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 90 days; or an order for relief shall be entered against the
Borrower under the federal bankruptcy laws as now or hereafter in effect;


(h)           one or more final, non-appealable
judgments or decrees in an aggregate amount of Seventy-Five Million Dollars
($75,000,000) or more shall be entered by a court or courts of competent
jurisdiction against Borrower or any Consolidated Subsidiary (other than any
judgment as to which, and only to the extent, a reputable insurance company has
acknowledged coverage of such claim in writing), and (i) any such judgments or
decrees shall not be stayed, discharged, paid, bonded or vacated within ninety
(90) days or (ii) enforcement proceedings shall be commenced by any creditor on
any such judgments or decrees;


(i)            there shall be a replacement of a
majority of the Board of Directors of the Borrower over a two-year period from
the directors who constituted the Board of Directors of the Borrower at the
beginning of such period, and such replacement shall not have been approved by
a vote of at least a majority of the Board of Directors of the Borrower then
still in office who were either members of such Board of Directors at the
beginning of such period or whose election as a member of such Board of
Directors was previously so approved;


(j)            any Person or “group” (as such term
is defined in applicable federal securities laws and regulations) shall become
the owner, directly or indirectly, beneficially or of record, of shares
representing more than forty  percent
(40%) of the aggregate



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ordinary voting
power represented by the issued and outstanding common shares of the Borrower;


(k)           intentionally omitted;


(l)            if any Termination Event with
respect to a Plan or Multiemployer Plan shall occur as a result of which
Termination Event or Events any member of the ERISA Group has incurred or may
incur any liability to the PBGC or any other Person and the sum (determined as
of the date of occurrence of such Termination Event) of the insufficiency of
such Plan or Multiemployer Plan and the insufficiency of any and all other
Plans and Multiemployer Plans with respect to which such a Termination Event
shall occur and be continuing (or, in the case of a Multiple Employer Plan with
respect to which a Termination Event described in clause (ii) of the definition
of Termination Event shall occur and be continuing and in the case of a
liability with respect to a Termination Event which is or could be a liability
of the Borrower rather than a liability of the Plan, the liability of the
Borrower) is equal to or greater than $10,000,000 and which the Required Banks
reasonably determine will have a Material Adverse Effect;


(m)          if, any member of the ERISA Group
shall commit a failure described in Section 302(f)(1) of ERISA or Section
412(n)(1) of the Code and the amount of the lien determined under Section
302(f)(3) of ERISA or Section 412(n)(3) of the Code that could reasonably be
expected to be imposed on any member of the ERISA Group or their assets in
respect of such failure shall be equal to or greater than $10,000,000 and which
the Required Banks reasonably determine will have a Material Adverse Effect;


(n)           at any time, for any reason the
Borrower repudiates in writing its payment obligations under any Loan Document;
or


(o)           any assets of Borrower shall
constitute “assets” (within the meaning of ERISA or Section 4975 of the Code,
including but not limited to 29 C.F.R. § 2510.3-101 or any successor
regulation thereto) of an “employee benefit plan” within the meaning of Section
3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.


SECTION 6.2.  Rights and Remedies.  (a) 
Upon the occurrence of any Event of Default described in Sections 6.1(f)
or (g), the Commitments shall immediately terminate and the unpaid principal
amount of, and any and all accrued interest on, the Loans and any and all
accrued fees and other Obligations hereunder shall automatically become
immediately due and payable, with all additional interest from time to time
accrued thereon and without presentation, demand, or protest or other
requirements of any kind (including, without limitation, valuation and
appraisement, diligence, presentment, notice of intent to demand or accelerate
and notice of acceleration), all of which are hereby expressly waived by the
Borrower for itself; and upon the occurrence and during the continuance of any
other Event of Default, the Administrative Agent, following consultation with
the Banks, may (and upon the demand of the Required Banks shall), by written
notice to the Borrower, in addition to the exercise of all of the rights and
remedies permitted the Administrative Agent and the Banks at law or equity or
under any of the other Loan Documents, declare that the Commitments are
terminated and declare the unpaid



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principal amount of and
any and all accrued and unpaid interest on the Loans and any and all accrued
fees and other Obligations hereunder to be, and the same shall thereupon be,
immediately due and payable with all additional interest from time to time
accrued thereon and (except as otherwise provided in the Loan Documents)
without presentation, demand, or protest or other requirements of any kind
(including, without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate and notice of acceleration),
all of which are hereby expressly waived by the Borrower for itself.


(b)           Notwithstanding anything to the
contrary contained in this Agreement or in any other Loan Document, the
Administrative Agent and the Banks each agree that any exercise or enforcement
of the rights and remedies granted to the Administrative Agent or the Banks
under this Agreement or at law or in equity with respect to this Agreement or
any other Loan Documents shall be commenced and maintained solely by the
Administrative Agent on behalf of the Administrative Agent and/or the
Banks.  The Administrative Agent shall
act at the direction of the Required Banks in connection with the exercise of
any and all remedies at law, in equity or under any of the Loan Documents or,
if the Required Banks are unable to reach agreement, then, from and after an
Event of Default, the Administrative Agent may pursue such rights and remedies
as it may determine.


SECTION 6.3.  Notice of Default.  The Administrative Agent shall give notice to
the Borrower under Section 6.1(c) and 6.1(d) promptly upon being requested to
do so by the Required Banks and shall thereupon notify all the Banks
thereof.  The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default (other than nonpayment of principal of or interest on the
Loans) unless Administrative Agent has received notice in writing from a Bank
or Borrower referring to this Agreement or the other Loan Documents, describing
such event or condition.  Should
Administrative Agent receive notice of the occurrence of a Default or Event of
Default expressly stating that such notice is a notice of a Default or Event of
Default, or should Administrative Agent send Borrower a notice of Default or
Event of Default, Administrative Agent shall promptly give notice thereof to
each Bank.


SECTION 6.4.  Actions in Respect of Letters of Credit.
(a)  If, at any time and from time to
time, any Letter of Credit shall have been issued hereunder and an Event of
Default shall have occurred and be continuing, then, upon the occurrence and
during the continuation of any Event of Default, the Administrative Agent,
after consultation with the Banks, may, and upon the demand of the Required
Banks shall, whether in addition to the taking by the Administrative Agent of
any of the actions described in this Article or otherwise, make a demand upon
the Borrower (although no such demand shall be required if an Event of Default
pursuant to Sections 6.1(f) or (g) shall occur) to, and forthwith upon such
demand (but in any event within ten (10) days after such demand) (or
automatically without such demand upon the occurrence of an Event of Default
pursuant to Sections 6.1(f) or (g)) the Borrower shall pay to the
Administrative Agent, on behalf of the Banks, in same day funds at the
Administrative Agent’s office designated in such demand, for deposit in a
special cash collateral account (the “Letter of Credit Collateral Account”)
to be maintained in the name of the Administrative Agent (on behalf of the
Banks) and under its sole dominion and control at such place as shall be
designated by the Administrative Agent,



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an amount equal to the
amount of the Letter of Credit Usage under the Letters of Credit.  Interest shall accrue on the Letter of Credit
Collateral Account at a rate equal to the rate on overnight funds.


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


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


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


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


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


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


(c)           The Borrower hereby authorizes the
Administrative Agent for the ratable benefit of the Banks to apply, from time
to time after funds are deposited in the Letter of Credit Collateral Account
and for so long as an Event of Default has occurred and in continuing, funds
then held in the Letter of Credit Collateral Account to the payment of any
amounts, in such order as the Administrative Agent may elect, as shall have
become due and payable by the Borrower to the Banks in respect of the Letters
of Credit.


(d)           Neither the Borrower nor any Person
claiming or acting on behalf of or through the Borrower shall have any right to
withdraw any of the funds held in the Letter of Credit Collateral Account,
except as provided in Section 6.4(h) hereof.


(e)           The Borrower agrees that it will not
(i) sell or otherwise dispose of any interest in the Letter of Credit
Collateral or (ii) create or permit to exist any lien, security interest or
other charge or encumbrance upon or with respect to any of the Letter of Credit
Collateral, except for the security interest created by this Section 6.4.


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


(i)            The Administrative Agent may, in its
sole discretion, without notice to the Borrower except as required by law and
at any time from time to time, charge,



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set off or
otherwise apply all or any part of first, (x) amounts previously drawn
on any Letter of Credit that have not been reimbursed by the Borrower and (y)
any Letter of Credit Usage described in clause (ii) of the definition thereof
that are then due and payable and second, any other unpaid Obligations
then due and payable against the Letter of Credit Collateral Account or any
part thereof, in such order as the Administrative Agent shall elect.  The rights of the Administrative Agent under
this Section 6.4 are in addition to any rights and remedies which any Bank may
have.


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


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


(h)           At such time as all Events of Default
have been cured or waived in writing, all amounts remaining in the Letter of
Credit Collateral Account (unless deposited pursuant to Section 2.19), shall be
promptly returned to the Borrower. 
Absent such cure or written waiver, any surplus of the funds held in the
Letter of Credit Collateral Account and remaining after payment in full of all
of the Obligations of the Borrower hereunder and under any other Loan Document
after the Maturity Date shall be paid promptly to the Borrower or to whomsoever
may be lawfully entitled to receive such surplus.


SECTION 6.5.  Distribution of Proceeds after Default.  Notwithstanding anything contained herein to
the contrary, from and after an Event of Default, to the extent proceeds are
received by Administrative Agent, such proceeds will be distributed to the
Banks pro rata in accordance with the unpaid principal amount of the Loans and
Letter of Credit reimbursement obligations (giving effect to any participations
granted therein pursuant to Section 2.3, Section 2.17 and Section 9.6).


ARTICLE VII


THE AGENTS;
CERTAIN MATTERS RELATING TO THE LENDERS


SECTION 7.1.  Appointment and Authorization.  Each Bank irrevocably appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent by the terms hereof or thereof, together
with all such powers as are reasonably incidental thereto. Except as set forth
in Section 7.8 hereof, the provisions of this Article VII are solely for the
benefit of Administrative Agent and the Banks, and Borrower shall not have any
rights to rely on or enforce any of the provisions



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hereof.  In performing its functions and duties under
this Agreement, Administrative Agent shall act solely as an agent of the Banks
and will not assume and shall not be deemed to have assumed any obligation
toward or relationship of agency or trust with or for the Borrower.


SECTION 7.2.  Agency and Affiliates.  JPMorgan Chase Bank, N.A. and Bank of
America, N.A. each has the same rights and powers under this Agreement as any
other Bank and may exercise or refrain from exercising the same as though it
were not the Administrative Agent or Syndication Agent, as applicable, and
JPMorgan Chase Bank, N.A. and Bank of America, N.A. and each of their
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if they were not the Administrative Agent or Syndication Agent, as
applicable, hereunder, and the term “Bank” and “Banks” shall include each of
JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its individual
capacity.


SECTION 7.3.  Action by Agents.  The obligations of each of the Agents
hereunder are only those expressly set forth herein.  Without limiting the generality of the
foregoing, each of the Agents shall not be required to take any action with
respect to any Default or Event of Default, except as expressly provided in
Article VI.  The duties of each Agent
shall be administrative in nature. 
Subject to the provisions of Sections 7.1, 7.5 and 7.6, each Agent shall
administer the Loans in the same manner as each administers its own loans.


SECTION 7.4.  Consultation with Experts. As between
Administrative Agent on the one hand and the Banks on the other hand, the
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.


SECTION 7.5.  Liability of Agents.  As between each Agent on the one hand and the
Banks on the other hand, none of the Agents nor any of their affiliates nor any
of their respective directors, officers, agents or employees shall be liable
for any action taken or not taken by it in connection herewith (i) with the
consent or at the request of the Required Banks or (ii) in the absence of its
own gross negligence or willful misconduct. 
As between each Agent on the one hand and the Banks on the other hand,
none of the Agents nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any Borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of the Borrower; (iii) the satisfaction
of any condition specified in Article III, except receipt of items required to
be delivered to such Agent, or (iv) the validity, effectiveness or genuineness
of this Agreement, the other Loan Documents or any other instrument or writing
furnished in connection herewith.  As
between each Agent on the one hand and the Banks on the other hand, none of the
Agents shall incur any liability by acting in reliance upon any notice,



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consent, certificate,
statement, or other writing (which may be a bank wire, telex or similar
writing) believed by it to be genuine or to be signed by the proper party or
parties.


SECTION 7.6.  Indemnification.  Each Bank shall, ratably in accordance with
its Commitment, indemnify the Agents and the named “Managing Agents” and their
affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrower) against any cost, expense
(including, without limitation, counsel fees and disbursements), claim, demand,
action, loss or liability (except such as result from such indemnitee’s gross
negligence or willful misconduct) that such indemnitee may suffer or incur in
connection with its duties as Agent or “Managing Agent” under this Agreement,
the other Loan Documents or any action taken or omitted by such indemnitee
hereunder.  In the event that any Agent
shall, subsequent to its receipt of indemnification payment(s) from Banks in
accordance with this section, recoup any amount from the Borrower, or any other
party liable therefor in connection with such indemnification, such Agent shall
reimburse the Banks which previously made the payment(s) pro rata, based upon
the actual amounts which were theretofore paid by each Bank.  Each Agent shall reimburse such Banks so
entitled to reimbursement within two (2) Business Days of its receipt of such
funds from the Borrower or such other party liable therefor.


SECTION 7.7.  Credit Decision.  Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent, the
Syndication Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Bank also acknowledges that it will, independently and without
reliance upon the Administrative Agent, Syndication Agent or any other Bank,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking any
action under this Agreement.


SECTION 7.8.  Successor Agent.  The Administrative Agent may resign at any
time by giving notice thereof to the Banks, the Borrower and each other, and
the Administrative Agent shall resign in the event its Commitment (without
giving effect to any Participants) is reduced to less than Ten Million Dollars
($10,000,000) unless as a  result of a
cancellation or reduction in the aggregate Commitments.  Upon any such resignation, the Required Banks
shall have the right to appoint a successor Administrative Agent, which
successor Administrative Agent shall, provided no Event of Default has occurred
and is then continuing, be subject to Borrower’s approval, which approval shall
not be unreasonably withheld or delayed. 
If no successor Administrative Agent shall have been so appointed by the
Required Banks and approved by the Borrower, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be the
Administrative Agent, who shall act until the Required Banks shall appoint an
Administrative Agent.  Any appointment of
a successor Administrative Agent by Required Banks or the retiring
Administrative Agent pursuant to the preceding sentence shall, provided no
Event of Default has occurred and is then continuing, be subject to the
Borrower’s approval, which approval shall not be unreasonably withheld or
delayed.  Upon the acceptance of its
appointment as the Administrative Agent hereunder by a successor Administrative
Agent, such successor



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Administrative Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Administrative Agent and the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder.  The rights and duties of the Administrative
Agent to be vested in any successor Administrative Agent shall include, without
limitation, the rights and duties as Swingline Lender.  After any retiring Administrative Agent’s
resignation hereunder, the provisions of this Article shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent.  For gross negligence
or willful misconduct, as determined by all the Banks (excluding for such
determination Administrative Agent in its capacity as a Bank), Administrative
Agent may be removed at any time by giving at least thirty (30) Business Days’
prior written notice to Administrative Agent and Borrower.  Such resignation or removal shall take effect
upon the acceptance of appointment by a successor Administrative Agent, in
accordance with the provisions of this Section 7.8.


SECTION 7.9.  Consents and Approvals.  All communications from Administrative Agent
to the Banks requesting the Banks’ determination, consent, approval or
disapproval (i) shall be given in the form of a written notice to each Bank,
(ii) shall be accompanied by a description of the matter or item as to which
such determination, approval, consent or disapproval is requested, or shall
advise each Bank where such matter or item may be inspected, or shall otherwise
describe the matter or issue to be resolved, (iii) shall include, if reasonably
requested by a Bank and to the extent not previously provided to such Bank,
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 Bank shall reply promptly, but in any event within ten (10)
Business Days after receipt of the request therefor from Administrative Agent
(the “Bank Reply Period”).  With
respect to decisions requiring the approval of the Required Banks, or all the
Banks, Administrative Agent shall submit its recommendation or determination
for approval of or consent to such recommendation or determination to all Banks
and upon receiving the required approval or consent shall follow the course of
action or determination of the Required Banks or all the Banks, as the case may
be.


SECTION 7.10.  Agents. The Banks serving as
Syndication Agent, Documentation Agents, Managing Agents or Co-Agents
shall have no duties or obligations in such capacities.


ARTICLE VIII


CHANGE IN
CIRCUMSTANCES


SECTION 8.1.  Basis for Determining Interest Rate
Inadequate or Unfair.  If on or prior
to the first day of any Interest Period for any Euro-Currency Borrowing or
Money Market IBOR Loan the Administrative Agent determines in good faith that
deposits in Dollars or the applicable Alternate Currency (in the applicable
amounts) are not being offered in the relevant market for such Interest Period,
the Administrative Agent shall forthwith give notice thereof to the Borrower
and the Banks, whereupon until the Administrative Agent notifies the Borrower
that the circumstances giving rise to such


 



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suspension no longer
exist, the obligations of the Banks to make Euro-Currency Loans in Dollars or
the applicable Alternate Currency, as the case may be, shall be suspended.  In such event (a) unless the Borrower notifies
the Administrative Agent on or before the second (2nd) Euro-Currency Business Day before, but
excluding, the date of (i) any Euro-Currency Borrowing for which a Notice of
Borrowing has previously been given that it elects not to borrow on such date,
such Borrowing shall instead be made as a Base Rate Borrowing, or (ii) any
Money Market IBOR Borrowing for which a Notice of Money Market Borrowing has
previously been given, the Money Market IBOR Loans comprising such Borrowing
shall bear interest for each day from and including the first day to but
excluding the last day of the Interest Period applicable thereto at the Base
Rate for such day, and (b) if Borrowings of Alternate Currency Loans are
affected, any Notice of Borrowing for a Euro-Currency Borrowing denominated in
an Alternate Currency shall be ineffective.


SECTION 8.2.  Illegality  If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Currency Lending Office) with any request
or directive (whether or not having the force of law) made after the Closing
Date of any such authority, central bank or comparable agency shall make it
unlawful for any Bank (or its Euro-Currency Lending Office) (x) to make,
maintain or fund its Euro-Currency Loans in a particular currency, or (y) to
participate in any Letter of Credit issued in a particular currency by the
Fronting Bank, or, with respect to the Fronting Bank, to issue a Letter of
Credit in a particular currency, the Administrative Agent shall forthwith give
notice thereof to the other Banks and the Borrower, whereupon until such Bank
notifies the Borrower and the Administrative Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Bank in
the case of the event described in clause (x) above to make Euro-Currency Loans
in such currency, or in the case of the event described in clause (y) above, to
participate in any Letter of Credit issued 
in such currency by the Fronting Bank or, with respect to the Fronting
Bank, to issue any Letter of Credit in such currency, shall be suspended.  With respect to Euro-Currency Loans, before
giving any notice to the Administrative Agent pursuant to this Section, such
Bank shall designate a different Euro-Currency Lending Office if such
designation will avoid the need for giving such notice and will not, in the
reasonable judgment of such Bank, be otherwise commercially disadvantageous to
such Bank.


If at any time, it
shall be unlawful for any Bank to make, maintain or fund any of its
Euro-Currency Loans, the Borrower shall have the right, upon five (5) Business
Days’ notice to the Administrative Agent, to either (x) cause a bank,
reasonably acceptable to the Administrative Agent, to offer to purchase the
Commitments of such Bank for an amount equal to such Bank’s outstanding Loans,
together with accrued and unpaid interest and fees thereon and all other
amounts due to such Bank are concurrently therewith paid in full to such Bank,
and to become a Bank hereunder, or obtain the agreement of one or more existing
Banks to offer to purchase the Commitments of such Bank for such amount, which
offer such Bank is hereby required to accept, or (y) to repay in full all Loans
then outstanding of such Bank, together with interest due thereon and any and
all fees and other



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amounts due hereunder,
upon which event, such Bank’s Commitments shall be deemed to be canceled
pursuant to Section 2.11(e).


SECTION 8.3.  Increased Cost and Reduced Return.


(a)           If, on or after (x) the date hereof
in the case of Committed Loans made pursuant to Section 2.1, or (y) the date of
the related Money Market Quote (in each case, the “Loan Effective Date”),
in the case of any Money Market Loan, the adoption of any applicable law, rule
or regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending Office)
with any request or directive (whether or not having the force of law) made
after the Closing Date of any such authority, central bank or comparable
agency, shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System (but excluding with respect to any Euro-Currency Loan
any such requirement reflected in an applicable Euro-Currency Reserve
Percentage)), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the interbank market any other condition materially
more burdensome in nature, extent or consequence than those in existence as of
the Loan Effective Date affecting such Bank’s Euro-Currency Loans or its
obligation to make Euro-Currency Loans, and the result of any of the foregoing
is to increase the cost to such Bank (or its Applicable Lending Office) of
making or maintaining any Euro-Currency Loan, or to reduce the amount of any
sum received or receivable by such Bank (or its Applicable Lending Office)
under this Agreement or under its Note with respect to such Euro-Currency
Loans, by an amount reasonable determined by such Bank to be material, then,
within 15 days after demand by such Bank (with a copy to the Administrative
Agent), the Borrower shall pay to such Bank such additional amount or amounts
(based upon a reasonable allocation thereof by such Bank to the Euro-Currency
Loans made by such Bank hereunder) as will compensate such Bank for such
increased cost or reduction to the extent such Bank generally imposes such
additional amounts on other borrowers of such Bank in similar circumstances.


(b)           If any Bank shall have reasonably
determined that, after the date hereof, the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change in any such law,
rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law)
made after the Closing Date of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of such Bank’s obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount
reasonably deemed by such Bank to be material, then from time to time, within
15 days after demand



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by such Bank (with a copy
to the Administrative Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank (or its Parent) for
such reduction to the extent such Bank generally imposes such additional
amounts on other borrowers of such Bank in similar circumstances.


(c)           Each Bank will promptly notify the
Borrower and the Administrative Agent of any event of which it has knowledge,
occurring after the date hereof, which will entitle such Bank to compensation
pursuant to this Section and will designate a different Applicable Lending
Office if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the reasonable judgment of such Bank, be
otherwise disadvantageous to such Bank. 
Notwithstanding the foregoing, if such Bank shall fail to notify
Borrower of any such event within ninety (90) days following the end of the
month during which such event occurred, then Borrower’s liability for any
amounts described in this Section incurred by such Bank as a result of such
event shall be limited to those attributable to the period occurring subsequent
to the ninetieth (90th)
day prior to, but excluding, the date upon which such Bank actually notified
Borrower fo the occurrence of such event. 
A certificate of any Bank claiming compensation under this Section and
setting forth a reasonably detailed calculation of the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
demonstrable error.  In determining such
amount, such Bank may use any reasonable averaging and attribution methods.


(d)           If at any time, any Bank has demanded
compensation pursuant to this Section 8.3, the Borrower shall have the right,
upon five (5) Business Day’s notice to the Administrative Agent to either (x)
cause a Qualified Institution, reasonably acceptable to the Administrative
Agent, to offer to purchase the Commitments of such Bank for an amount equal to
such Bank’s outstanding Loans plus accrued interest, fees and other amounts due
to such Bank, and to become a Bank hereunder, or to obtain the agreement of one
or more existing Banks to offer to purchase the Commitments of such Bank for
such amount, which offer such Bank is hereby required to accept, or (y) to
repay in full all Loans then outstanding of such Bank, together with interest
and all other amounts due thereon, upon which event, such Bank’s Commitment
shall be deemed to be canceled pursuant to Section 2.11(e).


SECTION 8.4.  Taxes.


(a)           Any and all payments by the Borrower
to or for the account of any Bank or the Administrative Agent hereunder or
under any other Loan Document shall be made free and clear of and without
deduction for any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Bank and the Administrative Agent, taxes imposed
on its income, and franchise taxes imposed on it, by the jurisdiction under the
laws of which such Bank or the Administrative Agent (as the case may be) is
organized or any political subdivision thereof and, in the case of each Bank,
taxes imposed on its income, and franchise or similar taxes imposed on it, by
the jurisdiction of such Bank’s Applicable Lending Office or any political
subdivision thereof or by any other jurisdiction (or any political subdivision
thereof) as a result of a present or former connection between such Bank or
Administrative Agent and such other jurisdiction or by the United States,
except to



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the extent that such
connection would not have arisen but for entering into the transactions
contemplated hereby (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as “Non-Excluded Taxes”).  If the
Borrower shall be required by law to deduct any Non-Excluded Taxes from or in
respect of any sum payable hereunder or under any Note or Letter of Credit, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including, without limitation, deductions applicable to
additional sums payable under this Section 8.4) such Bank, the Fronting Bank or
the Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions, (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law and (iv) the Borrower shall furnish to the Administrative
Agent, at its address referred to in Section 9.1, the original or a certified
copy of a receipt evidencing payment thereof.


(b)           In addition, the Borrower agrees to
pay any present or future stamp or documentary taxes and any other excise or
property taxes, or charges or similar levies which arise from any payment made
hereunder or under any Note or the Letter of Credit or from the execution or
delivery of, or otherwise with respect to, this Agreement or any Note or the
Letter of Credit (hereinafter referred to as “Other Taxes”).


(c)           In the event that Non-Excluded Taxes
not imposed on the Closing Date are imposed, or Non-Excluded Taxes imposed on
the Closing Date increase, the applicable Bank shall notify the Administrative
Agent and the Borrower of such event in writing within a reasonable period
following receipt of knowledge thereof. Notwithstanding the foregoing, if such
Bank shall fail to notify Borrower of any such event within ninety (90) days
following the end of the month during which such event occurred, then Borrower’s
liability for such additional Non-Excluded Taxes incurred by such Bank as a
result of such event (including payment of a make-whole amount under
Section 8.4(a)(i)) shall be limited to those attributable to the period
occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date
upon which such Bank actually notified Borrower of the occurrence of such
event.


(d)           The Borrower agrees to indemnify each
Bank, the Fronting Bank and the Administrative Agent for the full amount of
Non-Excluded Taxes or Other Taxes (including, without limitation, any
Non-Excluded Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 8.4) paid by such Bank, the Fronting Bank or
the Administrative Agent (as the case may be) and, so long as such Bank, the
Fronting Bank or Administrative Agent has promptly paid any such Non-Excluded
Taxes or Other Taxes, any liability for penalties and interest arising
therefrom or with respect thereto.  This
indemnification shall be made within 15 days from the date such Bank, the
Fronting Bank or the Administrative Agent (as the case may be) makes demand
therefor.


(e)           Each Bank or Administrative Agent
that is a United States person for U.S. federal income tax purposes, on or
prior to the date of its execution and delivery of this Agreement in the case
of each Bank and Administrative Agent listed on the signature



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pages hereof and on or
prior to the date on which it becomes a Bank or the Administrative Agent in the
case of each other Bank or Administrative Agent, shall provide the Borrower
with two duly completed copies of Internal Revenue Service Form W-9 or any successor
form prescribed by the Internal Revenue Service and shall provide Borrower with
two further copies of any such form on or before the date any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered to
Borrower.  Each Bank and Administrative
Agent that is not a United States person for U.S. federal income tax purposes,
on or prior to the date of its execution and delivery of this Agreement in the
case of each Bank and Administrative Agent listed on the signature pages hereof
and on or prior to the date on which it becomes a Bank or the Administrative
Agent in the case of each other Bank or Administrative Agent, shall provide the
Borrower with two duly completed copies of an Internal Revenue Service Form
W-8BEN or W-8ECI, as applicable to such Bank or Administrative Agent, or any
successor form prescribed by the Internal Revenue Service, and shall provide
Borrower with two further copies of any such form on or before the date that
any such form expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to
Borrower.  A Bank that provides copies of
the Internal Revenue Service Form W-8BEN and that is legally entitled to claim
the portfolio interest exemption pursuant to Section 881(c) of the Internal
Revenue Code of 1986, as amended (the “Code”), shall further provide
Borrower with, together with such Internal Revenue Service Form W-8BEN, a
written confirmation of its entitlement to such exemption.  To the extent that it is legally entitled to
do so, a Bank shall properly claim that such Bank is entitled to benefits under
an income tax treaty to which the United States is a party which reduces the
rate of, or eliminates, withholding tax on payments of interest hereunder.  A Bank that is not a United States person and
that grants a participating interest in a Loan or Commitment to any other
person shall provide, in addition to its own forms specified above, Borrower
with two duly completed copies of the Internal Revenue Service form applicable
to such other person, each under the cover of an Internal Revenue Service Form
W-8IMY and a withholding statement prepared in the manner prescribed by the
Internal Revenue Service, or such other forms and/or certificates that it is
legally entitled to provide evidencing such participant’s entitlement to any
exemption from, or reduction in the rate of U.S. withholding tax, and shall
provide Borrower with two further copies of any such forms and statements on or
before the date any such forms or statements expire or become obsolete and
after the occurrence of any event requiring a change in the most recent form or
statement previously delivered to Borrower. 
If a Bank fails to timely and properly provide or update such forms or
statements or if the form or statement provided by a Bank at the time such Bank
first becomes a party to this Agreement indicates a United States withholding
tax rate in excess of zero, then backup withholding or withholding tax
resulting from the foregoing shall be considered excluded from “Non-Excluded
Taxes” as defined in Section 8.4(a).


(f)            Upon reasonable demand by, and at
the expense of, Borrower to the Administrative Agent or any Bank, the
Administrative Agent or Bank, as the case may be, shall deliver to the
Borrower, or to such government or taxing authority as the Borrower may
reasonably direct, any form or document that may be required or reasonably
requested in writing in order to allow the Borrower to make a payment to or for
the account of such Bank or the Administrative Agent hereunder or under any
other Loan Document without



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any deduction or
withholding for or on account of any Non-Excluded Taxes or with such deduction
or withholding at a reduced rate (so long as the completion, execution or
submission of such form or document would not materially prejudice the legal or
commercial position of the party in receipt of such demand), with any such form
or document to be accurate and completed in a manner reasonably satisfactory to
the Borrower making such demand and to be executed and to be delivered with any
reasonably required certification.


(g)           For any period with respect to which
a Bank has failed to provide the Borrower with the appropriate form pursuant to
(and to the extent required by) Section 8.4(e) (unless such failure is due to a
change in treaty, law or regulation occurring subsequent to the date on which a
form originally was required to be provided), such Bank shall not be entitled
to indemnification under Section 8.4(d) with respect to Non-Excluded Taxes
imposed by the United States; provided, however, that should a Bank, which is
otherwise exempt from or subject to a reduced rate of withholding tax, become subject
to Non-Excluded Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall reasonably
request to assist such Bank to recover such Taxes so long as Borrower shall
incur no cost or liability as a result thereof.


(h)           If the Borrower is required to pay
additional amounts to or for the account of any Bank pursuant to this Section
8.4, then such Bank will change the jurisdiction of its Applicable Lending
Office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the reasonable judgment of such Bank, is
not otherwise disadvantageous to such Bank.


(i)            If at any time, any Bank has
demanded compensation pursuant to Section 8.3 or 8.4 or the obligation of
such Bank of make Euro-Currency Loans has been suspended pursuant to Section
8.2, in any such case, the Borrower shall have the right, upon five (5)
Business Day’s notice to the Administrative Agent to either (x) cause a
Qualified Institution, reasonably acceptable to the Administrative Agent, to
offer to purchase the Commitments of such Bank for an amount equal to such Bank’s
outstanding Loans plus accrued interest, fees and other amounts due to such
Bank, and to become a Bank hereunder, or to obtain the agreement of one or more
existing Banks to offer to purchase the Commitments of such Bank for such
amount, which offer such Bank is hereby required to accept, or (y) to repay in
full all Loans then outstanding of such Bank, together with interest and all
other amounts due thereon, upon which event, such Bank’s Commitment shall be
deemed to be canceled pursuant to Section 2.11(e).


SECTION 8.5.  Base Rate Loans Substituted for Affected
Euro-Currency Loans.  If (i) the
obligation of any Bank to make Euro-Currency Loans has been suspended pursuant
to Section 8.2 or (ii) any Bank has demanded compensation under Section 8.3 or
8.4 with respect to its Euro-Currency Loans and the Borrower shall, by at least
five Business Days’ prior notice to such Bank through the Administrative Agent,
have elected that the provisions of this Section shall apply to such Bank,
then, unless and until such Bank notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer exist:



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(a)           Borrower shall be deemed to have
delivered a Notice of Interest Rate Election with respect to such affected
Euro-Currency Loans and thereafter all Loans which would otherwise be made by
such Bank to the Borrower as Euro-Currency Loans shall be made instead as Base
Rate Loans, and no Borrowing from such Bank would take effect with respect to
Loans denominated in an Alternate Currency; and


(b)           after each of its Euro-Currency Loans
has been repaid, all payments of principal which would otherwise be applied to
repay such Euro-Currency Loans shall be applied to repay its Base Rate Loans
instead; and


(c)           Borrower will not be required to make
any payment which would otherwise be required by Section 2.14 with respect to
such Euro-Currency Loans converted to Base Rate Loans pursuant to clause (a)
above.


ARTICLE IX


MISCELLANEOUS


SECTION 9.1.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
facsimile transmission followed by telephonic confirmation or similar writing)
and shall be given to such party:  (x) in
the case of the Borrower and the Administrative Agent, at its address or
facsimile number set forth on Exhibit F attached hereto with duplicate copies
thereof, in the case of the Borrower, to the Borrower, at its address set forth
on the signature page hereof, to its General Counsel and Chief Financial
Officer, (y) in the case of any Bank, at its address or facsimile number set
forth in its Administrative Questionnaire or (z) in the case of any party, such
other address or facsimile number as such party may hereafter specify for the
purpose by notice to the Administrative Agent and the Borrower.  Each such notice, request or other
communication shall be effective (i) if given by telex or facsimile
transmission, when such facsimile is transmitted to the facsimile number
specified in this Section and the appropriate answerback or facsimile
confirmation is received, (ii) if given by certified registered mail, return
receipt requested, with first class postage prepaid, addressed as aforesaid,
upon receipt or refusal to accept delivery, (iii) if given by a nationally
recognized overnight carrier, 24 hours after such communication is deposited
with such carrier with postage prepaid for next day delivery, or (iv) if given
by any other means, when delivered at the address specified in this Section;
provided that notices to the Administrative Agent under Article II or Article
VIII shall not be effective until actually received.


SECTION 9.2.  No Waivers.  No failure or delay by the Administrative
Agent or any Bank in exercising any right, power or privilege hereunder or
under any Note shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.



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SECTION 9.3.  Expenses; Indemnification.


(a)           The Borrower shall pay within thirty
(30) days after written notice from the Administrative Agent, (i) all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, reasonable and documented fees and
disbursements of special counsel Skadden, Arps, Slate, Meagher & Flom LLP
), in connection with any waiver or consent hereunder or any amendment hereof
or any Default or alleged Default hereunder, (ii) all reasonable and documented
fees and disbursements of special counsel in connection with the syndication of
the Loans, and (iii) if an Event of Default occurs, all reasonable
out-of-pocket expenses incurred by the Administrative Agent and each Bank,
including, without limitation, reasonable and invoiced fees and disbursements
of counsel for the Administrative Agent and each of the Banks, in connection
with the enforcement of the Loan Documents and the instruments referred to
therein and such Event of Default and collection, bankruptcy, insolvency and
other enforcement proceedings resulting therefrom (provided, however, that the
attorneys’ fees and disbursements for which Borrower is obligated under this
subsection (a)(iii) shall be limited to the reasonable and invoiced
non-duplicative fees and disbursements of (A) counsel for Administrative Agent
and (B) counsel for all of the Banks as a group; and provided, further, that
all other costs and expenses for which Borrower is obligated under this
subsection (a)(iii) shall be limited to the reasonable and invoiced
non-duplicative costs and expenses of Administrative Agent).  For purposes of this subsection 9.3(a)(iii),
(1) counsel for Administrative Agent shall mean a single outside law firm
representing Administrative Agent and (2) counsel for all of the Banks as a
group shall mean a single outside law firm representing such Banks as a group
(which law firm may or may not be the same law firm representing the
Administrative Agent).


(b)           The Borrower agrees to indemnify the
Administrative Agent and each Bank, their respective affiliates and the respective
directors, officers, agents and employees of the foregoing (each an “Indemnitee”)
and hold each Indemnitee harmless from and against any and all liabilities,
losses, damages, costs and expenses of any kind, including, without limitation,
the reasonable fees and disbursements of counsel, which may be incurred by such
Indemnitee in connection with any investigative, administrative or judicial
proceeding that may at any time (including, without limitation, at any time
following the payment of the Obligations) be asserted against any Indemnitee,
as a result of, or arising out of, or in any way related to or by reason of,
(i) any of the transactions contemplated by the Loan Documents or the
execution, delivery or performance of any Loan Document, (ii) any violation by
the Borrower or the Environmental Affiliates of any applicable Environmental
Law, (iii) any Environmental Claim arising out of the management, use, control,
ownership or operation of property or assets by the Borrower or any of the
Environmental Affiliates, including, without limitation, all on-site and
off-site activities of Borrower or any Environmental Affiliate involving
Materials of Environmental Concern, (iv) the breach of any environmental
representation or warranty set forth herein, but excluding those liabilities,
losses, damages, costs and expenses (a) for which such Indemnitee has been
compensated pursuant to the terms of this Agreement or that are excluded under
Section 8.3, (b) incurred solely by reason of the gross negligence, willful
misconduct, bad faith or fraud of such Indemnitee as finally determined by a
court of competent jurisdiction, (c) arising from any violation of
Environmental Law relating to a Property, which violation is caused by the act
or omission of such Indemnitee after such Indemnitee takes possession of such
Property or (d) owing by such Indemnitee to any third



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party based upon
contractual obligations of such Indemnitee owing to such third party which are
not expressly set forth in the Loan Documents. 
In addition, the indemnification set forth in this Section 9.3(b) in
favor of any director, officer, agent or employee of Administrative Agent or
any Bank shall be solely in their respective capacities as such director,
officer, agent or employee.  The Borrower’s
obligations under this Section shall survive the termination of this Agreement
and the payment of the Obligations. Without limitation of the other provisions
of this Section 9.3, Borrower shall indemnify and hold each of the
Administrative Agent and the Banks free and harmless from and against all loss,
costs (including reasonable and documented attorneys’ fees and expenses),
expenses, taxes, and damages (including consequential damages) that the
Administrative Agent and the Banks may suffer or incur by reason of the
investigation, defense and settlement of claims and in obtaining any prohibited
transaction exemption under ERISA or the Code necessary in the Administrative
Agent’s reasonable judgment by reason of the inaccuracy of the representations
and warranties, or a breach of the provisions, set forth in Section 4.6(b).


SECTION 9.4.  Sharing of Set-Offs.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of any Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the
Borrower or to any other Person, any such notice being hereby expressly waived,
but subject to the prior consent of the Administrative Agent, which consent
shall not be unreasonably withheld, to set off and to appropriate and apply any
and all deposits (general or special, time or demand, provisional or final) and
any other indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of the Borrower against and on account of the
Obligations of the Borrower then due and payable to such Bank under this
Agreement or under any of the other Loan Documents, including, without
limitation, all interests in Obligations purchased by such Bank.  Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest due with
respect to any Loan made by it or Letter of Credit participated in by it or, in
the case of the Fronting Bank, Letter of Credit issued by it, which is greater
than the proportion received by any other Bank or Letter of Credit issued or
participated in by such other Bank, the Bank receiving such proportionately
greater payment shall purchase such participations in the Loans made by the
other Banks, and such other adjustments shall be made, as may be required so
that all such payments of principal and interest with respect to the Loans made
by the Banks or Letter of Credit issued or participated in by such other Bank
shall be shared by the Banks pro rata; provided that nothing in this Section
shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have to any deposits not received in connection with the
Loans and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness under the Loans or the
Letters of Credit.  The Borrower agrees,
to the fullest extent it may effectively do so under applicable law, that any
holder of a participation in a Commitment, a Loan or a Letter of Credit,
whether or not acquired pursuant to the foregoing arrangements, may exercise
rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct creditor
of the Borrower in the amount of such participation. Notwithstanding anything
to the contrary contained herein, any Bank



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may, by separate
agreement with the Borrower, waive its right to set off contained herein or
granted by law and any such written waiver shall be effective against such Bank
under this Section 9.4.


SECTION 9.5.  Amendments and Waivers.  Any provision of this Agreement or the Notes
or the Letters of Credit or other Loan Documents may be amended or waived if,
but only if, except as set forth in Section 2.20 hereof, such amendment or
waiver is in writing and is signed by the Borrower and the Required Banks (and,
if the rights or duties of the Administrative Agent or the Swingline Lender in
their capacity as Administrative Agent or the Swingline Lender, as applicable,
are affected thereby, by the Administrative Agent or the Swingline Lender, as
applicable); provided that (A) no amendment or waiver with respect to this
Agreement, the Notes, the Letters of Credit or any other Loan Document shall,
unless signed by all the Banks, (i) reduce the principal of or rate of interest
on any Loan or any Letter of Credit reimbursement obligation or any fees
hereunder, (ii) postpone the date fixed for any payment of principal of or
interest on any Loan or any Letter of Credit reimbursement obligation or any
fees hereunder or for any reduction or termination of any Commitment, (iii)
change the aggregate unpaid principal amount of the Loans, or the number of
Banks, which shall be required for the Banks or any of them to take any action
under this Section or any other provision of this Agreement, (iv) release any
Letter of Credit Collateral, or (v) modify the provisions of this Section 9.5,
(B) no amendment or waiver of the provisions of Section 2.13(a) (as it relates
to the Borrower’s payment of Loans and fees hereunder by not later than 12:00
P.M. (New York City time) on the date when due) shall be binding upon a
Designating Lender as to any Money Market Loans then outstanding unless signed
by such Designating Lender, and (C) no amendment or waiver with respect to this
Agreement or any other Loan Document shall increase, extend or decrease the
Commitment of any Bank (except for a ratable decrease in the Commitments of all
Banks) or subject any Bank to any additional obligation unless signed by such
Bank.


SECTION 9.6.  Successors and Assigns.


(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, except that (i) the Borrower may
not assign or otherwise transfer any of its rights under this Agreement or the
other Loan Documents without the prior written consent of all Banks and the
Administrative Agent and (ii) a Bank may not assign or otherwise transfer
any of its interest under this Agreement except as permitted in subsection (b)
and (c) of this Section 9.6.


(b)           Prior to the occurrence of an Event
of Default, any Bank may at any time, grant to a then existing Bank or any
Affiliate thereof, one or more banks, finance companies, insurance companies or
other financial institutions or trusts (a “Participant”) participating
interests in its Commitment or any or all of its Loans.  After the occurrence and during the
continuance of an Event of Default, any Bank may at any time grant to any
Person in any amount (also a “Participant”), participating interests in
its Commitment or any or all of its Loans. 
Any participation made during the continuation of an Event of Default
shall not be affected by the subsequent cure of such Event of Default.  In the event



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of any such grant by a
Bank of a participating interest to a Participant, whether or not upon notice
to the Borrower and the Administrative Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, and the Borrower
and the Administrative Agent shall continue to deal solely and directly with
such Bank in connection with such Bank’s rights and obligations under this
Agreement.  Any agreement pursuant to
which any Bank may grant such a participating interest shall provide that such
Bank shall retain the sole right and responsibility to enforce the obligations
of the Borrower hereunder including, without limitation, the right to approve
any amendment, modification or waiver of any provision of this Agreement or any
other Loan Document; provided that such participation agreement may provide
that such Bank will not agree to any modification, amendment or waiver of this
Agreement described in clause (i), (ii), (iii) or (iv) of Section 9.5(A) without
the consent of the Participant.  The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article VIII with
respect to its participating interest.


(c)           Any Bank may at any time assign to a
Qualified Institution (in each case, an “Assignee”) (i) prior to the
occurrence of an Event of Default, in minimum amounts of not less than Five
Million Dollars ($5,000,000) and integral multiple of One Million Dollars
($1,000,000) thereafter (or any lesser amount in the case of assignments to an
existing Bank or any Affiliate thereof or in the case of an assignment of a
Bank’s entire Commitment) and (ii) after the occurrence and during the
continuance of an Event of Default, in any amount, all or a proportionate part
of all, of its rights and obligations under this Agreement, the Notes and the
other Loan Documents, and, in either case, such Assignee shall assume such
rights and obligations, pursuant to a Transfer Supplement  in substantially the form of Exhibit ”E”
hereto executed by such Assignee and such transferor Bank; provided, that if no
Event of Default shall have occurred and be continuing, such assignment shall
be subject to the Administrative Agent’s, the Fronting Bank’s (if a Person other
than the Administrative Agent) and the Borrower’s consent, which consent shall
not be unreasonably withheld or delayed; and provided further that if an
Assignee is an affiliate of such transferor Bank or was a Bank or Affiliate
thereof immediately prior to such assignment, no such consent shall be required
from the Borrower, the Administrative Agent or the Fronting Bank; and provided
further that such assignment may, but need not, include rights of the
transferor Bank in respect of outstanding Money Market Loans.  Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and no further consent or action by any party shall
be required and the transferor Bank shall be released from its obligations hereunder
to a corresponding extent.  Upon the
consummation of any assignment pursuant to this subsection (c), the transferor
Bank, the Administrative Agent and the Borrower shall make appropriate
arrangements so that, if requested or required, a new Note is issued to the
Assignee upon the return to the Borrower of the old Note, if any, marked “cancelled”.  In connection with any such assignment (other
than an assignment by a Bank to an affiliate), the transferor Bank shall pay to
the Administrative Agent an administrative fee for processing such assignment
in the amount of $3,500.  If the Assignee
is not organized under the laws of the United States of America or a state
thereof, it shall deliver to the Borrower and the Administrative Agent



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certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 8.4. 
Any assignment made during the continuation of an Event of Default shall
not be invalidated by any subsequent cure of such Event of Default.


(d)           Any Bank (each, a “Designating
Lender”) may at any time designate one Designated Lender to fund Money
Market Loans on behalf of such Designating Lender subject to the terms of this
Section 9.6(d) and the provisions in Section 9.6(b) and (c) shall not apply to
such designation.  No Bank may designate
more than one (1) Designated Lender at any one time.  The parties to each such designation shall
execute and deliver to the Administrative Agent for its acceptance a
Designation Agreement.  Upon such receipt
of an appropriately completed Designation Agreement executed by a Designating
Lender and a designee representing that it is a Designated Lender, the
Administrative Agent will accept such Designation Agreement and will give
prompt notice thereof to the Borrower, whereupon, (i) the Borrower shall, if
requested, execute and deliver to the Designating Lender a Designated Lender
Note payable to the order of the Designated Lender, (ii) from and after the
effective date specified in the Designation Agreement, the Designated Lender
shall become a party to this Agreement with a right (subject to the provisions
of Section 2.4) to make Money Market Loans on behalf of its Designating Lender
pursuant to the Designation Agreement after the Borrower has accepted a Money
Market Loan (or portion thereof) of the Designating Lender, and (iii) the
Designated Lender shall not be required to make payments with respect to any
obligations in this Agreement except to the extent of excess cash flow of such
Designated Lender which is not otherwise required to repay obligations of such
Designated Lender which are then due and payable; provided, however, that
regardless of such designation and assumption by the Designated Lender, the
Designating Lender shall be and remain obligated to the Borrower, the
Administrative Agent and the Banks for each and every of the obligations of the
Designating Lender and its related Designated Lender with respect to this
Agreement, including, without limitation, any indemnification obligations under
Section 7.6 hereof and any sums otherwise payable to the Borrower by the
Designated Lender.  Each Designating
Lender shall serve as the administrative agent of the Designated Lender and
shall on behalf of, and to the exclusion of, the Designated Lender: (i) receive
any and all payments made for the benefit of the Designated Lender and (ii)
give and receive all communications and notices and take all actions hereunder,
including, without limitation, votes, approvals, waivers, consents and
amendments under or relating to this Agreement and the other Loan
Documents.  Any such notice,
communication, vote, approval, waiver, consent or amendment shall be signed by
the Designating Lender as administrative agent for the Designated Lender and
shall not be signed by the Designated Lender on its own behalf and shall be
binding upon the Designated Lender to the same extent as if signed by the
Designated Lender on its own behalf.  The
Borrower, the Administrative Agent and the Banks may rely thereon without any
requirement that the Designated Lender sign or acknowledge the same.  No Designated Lender may assign or transfer
all or any portion of its interest hereunder or under any other Loan Document,
other than assignments to the Designating Lender which originally designated such
Designated Lender.


(e)           Any Bank may at any time assign all
or any portion of its rights under this Agreement and its Note and the
Letter(s) of Credit participated in by such Bank



 85
 






 



 


or, in the case of
the Fronting Bank, issued by it, to a Federal Reserve Bank.  No such assignment shall release the
transferor Bank from its obligations hereunder.


(f)            No Assignee, Participant or other
transferee of any Bank’s rights shall be entitled to receive any greater
payment under Section 8.3 or 8.4 than such Bank would have been entitled to
receive with respect to the rights transferred, unless such transfer is made
(i) with the Borrower’s prior written consent or (ii) by reason of
the provisions of Section 8.2, 8.3 or 8.4 requiring such Bank to designate a
different Applicable Lending Office under certain circumstances or at a time
when the circumstances giving rise to such greater payment did not exist.


(g)           No Assignee of any rights and
obligations under this Agreement shall be permitted to further assign less than
all of such rights and obligations.  No
Participant in any rights and obligations under this Agreement shall be
permitted to sell subparticipations of such rights and obligations.


(h)           Anything in this Agreement to the
contrary notwithstanding, so long as no Event of Default shall have occurred
and be continuing, no Bank shall be permitted to enter into an assignment of,
or sell a participation interest in, its rights and obligations hereunder which
would result in such Bank holding a Commitment without participants of less
than Five Million Dollars ($5,000,000) unless as a result of a cancellation or
reduction of the aggregate Commitments; provided, however, that no Bank shall
be prohibited from assigning its entire Commitment so long as such assignment
is otherwise permitted under this Section 9.6.


(i)            The Administrative Agent shall
maintain on behalf of Borrower a register of principal and interest with
respect to each Loan and Commitment.


SECTION 9.7.  Governing Law; Submission to Jurisdiction;
Judgment Currency.  (a)  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF
LAW).


(b)           Any legal action or proceeding with
respect to this Agreement or any other Loan Document and any action for
enforcement of any judgment in respect thereof may be brought in the courts of
the State of New York or of the United States of America for the Southern
District of New York, in each case, which are located in New York County, and,
by execution and delivery of this Agreement, the Borrower hereby accepts for
itself and in respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and appellate courts from
any thereof.  The Borrower irrevocably
consents, for itself, to the service of process out of any of the aforementioned
courts in any such action or proceeding by the hand delivery, or mailing of
copies thereof by registered or certified mail, postage prepaid, to the
Borrower at its address set forth below its signature hereto.  The Borrower hereby, for itself, irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid



 86
 






 



 


actions or
proceedings arising out of or in connection with this Agreement or any other
Loan Document brought in the courts referred to above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.  Nothing herein shall
affect the right of the Administrative Agent to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Borrower in any other jurisdiction.


(c)           If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due hereunder in one
currency into another currency, the parties hereto agree, to the fullest extent
that they may effectively do so under applicable law, that the rate of exchange
used shall be the spot rate at which in accordance with normal banking
procedures the first currency could be purchased in New York City with such
other currency by the person obtaining such judgment on the Business Day
preceding that on which final judgment is given.


(d)           The parties agree, to the fullest
extent that they may effectively do so under applicable law, that the obligations
of the Borrower to make payments in any currency of the principal of and
interest on the Loans of the Borrower and any other amounts due from the
Borrower hereunder to the Administrative Agent as provided herein (i) shall not
be discharged or satisfied by any tender, or any recovery pursuant to any
judgment (whether or not entered in accordance with Section 9.8(c)), in any
currency other than the relevant currency, except to the extent that such
tender or recovery shall result in the actual receipt by the Administrative
Agent at its relevant office on behalf of the Banks of the full amount of the
relevant currency expressed to be payable in respect of the principal of and
interest on the Loans and all other amounts due hereunder (it being assumed for
purposes of this clause (i) that the Administrative Agent will convert any
amount tendered or recovered into the relevant currency on the date of such
tender or recovery), (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the relevant currency the
amount, if any, by which such actual receipt shall fall short of the full
amount of the relevant currency so expressed to be payable and (iii) shall not
be affected by an unrelated judgment being obtained for any other sum due under
this Agreement.


SECTION 9.8.  Counterparts; Integration; Effectiveness.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.  This Agreement shall
become effective upon receipt by the Administrative Agent and the Borrower of
counterparts hereof signed by each of the parties hereto (or, in the case of
any party as to which an executed counterpart shall not have been received,
receipt by the Administrative Agent in form satisfactory to it of telegraphic,
telex or other written confirmation from such party of execution of a
counterpart hereof by such party).



 87
 






 



 


SECTION 9.9.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE BANKS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


SECTION 9.10.  Survival.  All indemnities set forth herein shall survive
the execution and delivery of this Agreement and the other Loan Documents and
the making and repayment of the Loans hereunder.


SECTION 9.11.  Domicile of Loans.  Subject to the provisions of Article VIII,
each Bank may transfer and carry its Loans at, to or for the account of any
domestic or foreign branch office, subsidiary or affiliate of such Bank.


SECTION 9.12.  Limitation of Liability.  No claim may be made by the Borrower or any
other Person acting by or through Borrower against the Administrative Agent,
the Syndication Agent or any Bank or the affiliates, directors, officers,
employees, attorneys or agent of any of them for any punitive damages in
respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
by the other Loan Documents, or any act, omission or event occurring in
connection therewith; and the Borrower hereby waives, releases and agrees not
to sue upon any claim for any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.


SECTION 9.13.  Recourse Obligation.  This Agreement and the Obligations hereunder
are fully recourse to the Borrower. Notwithstanding the foregoing, no recourse
under or upon any obligation, covenant, or agreement contained in this
Agreement shall be had against any officer, director, shareholder or employee
of the Borrower, except in the event of fraud or misappropriation of funds on
the part of such officer, director, shareholder or employee.


SECTION 9.14.  Confidentiality.  Each of the Administrative Agent, the
Syndication Agent, the Joint Lead Arrangers, the Joint Bookrunners, the
Fronting Bank and the Banks understands that some of the information furnished
to it pursuant to this Agreement and the other Loan Documents may be received
by it prior to the time that such information shall have been made public, and
each of the Administrative Agent, the Syndication Agent, the Joint Lead
Arrangers, the Joint Bookrunners, the Fronting Bank and the Banks hereby agrees
that it will keep all Information (as defined below) received by it
confidential except that the Administrative Agent, Syndication Agent, the Joint
Lead Arrangers, the Joint Bookrunners, the Fronting Bank and each Bank shall be
permitted to disclose Information (i) only to such of its officers, directors,
employees, agents, auditors and buyers as need to know such information in
connection with this Agreement or any other Loan Document and who will be
advised of the confidential nature of such Information; (ii) to any other
party to this Agreement; (iii) to a proposed Assignee or Participant in
accordance with Section 9.6 hereof, provided such Person agrees in writing to
keep such Information confidential on terms substantially similar to this
Section 9.14; (iv) to the extent required by applicable law and
regulations or by any subpoena or other



 88
 






 



 


legal process;
(v) to the extent requested by any bank regulatory authority or other
regulatory authority or self-regulatory organization; (vi) to the extent
such information becomes publicly available other than as a result of a breach
of this Agreement; (vii) to the extent the Borrower shall have consented
to such disclosure or (viii) in connection with any legal or other
enforcement proceeding in connection with any Loan Document or any of the
transaction contemplated thereby.  For
the purposes of this Section, “Information” means all information
received from the Borrower or its respective officers, directors, employees,
agents, auditors, lawyers and Affiliates relating to the Borrower or any of its
Subsidiaries or Affiliates (including Investment Affiliates) or any of their
respective businesses other than information that is generally available to the
public.  In the event of any required
disclosure of Information, any Person required to maintain the confidentiality
of such Information as provided in this Section 9.14 agrees to use reasonable
efforts to inform the Borrower as promptly as practicable of the circumstances
and the Information required to be disclosed to the extent not prohibited by
applicable law.


SECTION 9.15  Intentionally Omitted.


SECTION 9.16.  No Bankruptcy Proceedings.  Each of the Borrower, the Banks, the
Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners hereby
agrees that it will not institute against any Designated Lender or join any
other Person in instituting against any Designated Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
federal or state bankruptcy or similar law, until the later to occur of (i) one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Designated Lender and (ii) the Maturity Date.


SECTION 9.17.  USA Patriot Act.  Each Bank hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Bank to identify the Borrower in accordance
with the Patriot Act.


 



 89














 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above
written.


	
   

  	
  iSTAR FINANCIAL INC., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 S-1
 






 



TOTAL COMMITMENTS:  $2,200,000,000


	
  

  	
  JPMORGAN CHASE BANK, N.A., as Administrative Agent
  and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-2
 






 



 


	
  

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Syndication Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 S-3
 






 



 


	
  

  	
  CITICORP NORTH AMERICA, INC.,

  
	
   

  	
  as Documentation Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-4
 






 



 


	
  

  	
  DEUTSCHE BANK AG, NEW YORK BRANCH,

  
	
   

  	
  as Documentation Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
  

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature page to Amended
and Restated Revolving Credit Agreement, dated as of June 28, 2006 with iStar
Financial Inc.



 S-5
 






 



 


	
  

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Documentation Agent and a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-6
 






 



 


	
  

  	
  LEHMAN COMMERCIAL PAPER INC.,

  
	
   

  	
  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-7
 






 



 


	
  

  	
  BARCLAYS BANK PLC,

  
	
   

  	
  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-8
 






 



 


	
  

  	
  BEAR STEARNS CORPORATE LENDING INC.,

  
	
   

  	
  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 S-9
 






 



 


	
  

  	
  GOLDMAN SACHS CREDIT PARTNERS, L.P.,

  
	
   

  	
  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 S-10
 






 



 


	
  

  	
  MERRILL LYNCH BANK USA,

  
	
   

  	
  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 S-11
 






 



 


	
  

  	
  MORGAN STANLEY BANK,

  
	
   

  	
  as Managing Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 S-12














 


 


 


	
  

  	
  UBS LOAN FINANCE
  LLC,

  
	
   

  	
  as Managing
  Agent and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



 S-13
 






 



 


 


 


 


	
  

  	
  THE ROYAL BANK OF SCOTLAND, plc

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 S-14
 






 



 


 


 


	
  

  	
  THE BANK OF NOVA SCOTIA,

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 S-15
 






 



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCOTIABANC INC.,

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 S-16
 






 



 


 


 


	
  

  	
  HSBC BANK USA, N.A.,

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



 S-17
 






 



 


 


 


	
  

  	
  THE ROYAL BANK OF CANADA,

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 



 S-18
 






 



 


 


 


	
  

  	
  FORTIS CAPITAL CORP.,

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 



 S-19
 






 



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL AUSTRALIA BANK LIMITED,

  
	
   

  	
  as Co-Agent and a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 



 S-20
 






 



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
  EUROHYPO AG, NEW YORK BRANCH,

  
	
   

  	
  as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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 S-21
 






 



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
  EMIGRANT BANK, as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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 S-22
 






 



 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH,

  
	
   

  	
  as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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 S-23
 






 



 


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF CHINA, NEW YORK BRANCH,

  
	
   

  	
  as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  	
   

  



 


 



 S-24














 


 


	
   

  	
  FIRST COMMERCIAL BANK, NEW YORK AGENCY,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-25
 






 



 


	
   

  	
  CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-26
 






 



 


	
   

  	
  PEOPLE’S BANK, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-27
 






 



 


	
   

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-28
 






 



 


	
   

  	
  BANK OF TAIWAN, NEW YORK AGENCY,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-29
 






 



 


	
   

  	
  CHIAO TUNG BANK CO. LTD. NEW YORK AGENCY,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-30
 






 



 


	
   

  	
  E. SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as
  a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-31
 






 



 


	
   

  	
  HUA NAN COMMERCIAL BANK, LTD., NEW YORK AGENCY, as a
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-32
 






 



 


	
   

  	
  THE INTERNATIONAL COMMERCIAL BANK OF CHINA, NEW YORK
  AGENCY, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-33
 






 



 


	
   

  	
  THE NORINCHUKIN BANK, NEW YORK BRANCH,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-34
 






 



 


	
   

  	
  MALAYAN BANKING BERHAD, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-35
 






 



 


	
   

  	
  TAIPEI FUBON BANK, NEW YORK AGENCY,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 S-36
 






 



 


	
   

  	
  THE CHIBA BANK, LTD., NEW YORK BRANCH,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Morio
  Tsumita

  
	
   

  	
   

  	
  Title:  General
  Manager

  



 


 


 



 S-37